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 June 30, 2004

                          Commission File No. 001-7859



                                IRT PARTNERS L.P.
   -------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           1696 N.E. Miami Gardens Drive
              N. Miami Beach, Florida                       33179
     ------------------------------------------- ---------------------------
       (Address of Principal Executive Offices)           (Zip Code)


                   Georgia                               58-2404832
     ---------------------------------------  ---------------------------
        (State or Other Jurisdiction of               (I.R.S. Employer
         Incorporation or Organization)              Identification No.)


                                 (305) 947-1664

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


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                   Yes     No [X]


Applicable only to Corporate Issuers:

Not Applicable.


<PAGE>

                                IRT PARTNERS L.P.

                                    FORM 10-Q

                                      INDEX


                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  Condensed Financial Statements                                   Page
                                                                         ------

         Condensed Balance Sheets
         As of June 30, 2004 and December 31, 2003 (unaudited) ..........     2

         Condensed Statements of Operations
         For the three and six month period ended June 30, 2004, for
         the three month period ended June 30, 2003, for the period
         from January 1, 2003 through February 11, 2003 (merger date)
         and the period from February 12, 2003 through June 30, 2003
         (unaudited) ....................................................     3

         Condensed Statement of Changes in Partners' Capital
         For the six month period ended June 30, 2004 (unaudited) .......     4

         Condensed Statement of Cash Flows
         For the six month period ended June 30, 2004, for the period
         from January 1, 2003 through February 11, 2003 (merger date)
         and the period from February 12, 2003 through June 30, 2003
         (unaudited) ....................................................     5

         Notes to the Condensed Financial Statements (unaudited) ........  6-10

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations ...................................... 10-14

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .....    14

Item 4.  Controls and Procedures.........................................    15

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings ..............................................    15

Item 2.  Changes in Securities and Use of Proceeds ......................    15

Item 3.  Defaults upon Senior Securities ................................    15

Item 4.  Submission of Matters to a Vote of Security Holders ............    16

Item 5.  Other Information ..............................................    16

Item 6.  Exhibits and Reports on Form 8-K ...............................    16





<PAGE>

ITEM 1.  FINANCIAL INFORMATION

IRT PARTNERS L.P. (a limited partnership)
CONDENSED BALANCE SHEETS
JUNE 30, 2004 AND DECEMBER 31, 2003
(UNAUDITED)
(In thousands, except partnership units)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                June 30,        December 31,
                                                                                  2004              2003
                                                                              ------------     ------------
                                   ASSETS
PROPERTIES:
<S>                                                                             <C>              <C>
   Income producing........................................................     $  180,873       $  179,072
   Less: accumulated depreciation..........................................         (4,139)          (2,641)
                                                                              ------------     ------------
                                                                                   176,734          176,431

   Construction in progress and land held for development..................              -            2,012
   Properties held for sale................................................          8,601            8,689
                                                                              ------------     ------------
      Properties, net......................................................        185,335          187,132

CASH AND CASH EQUIVALENTS..................................................              -               11

OTHER ASSETS...............................................................          3,377            2,929

DUE FROM GENERAL PARTNER...................................................            442                -
                                                                              ------------     ------------
TOTAL......................................................................     $  189,154       $  190,072
                                                                              ============     ============
                     LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
   Mortgage notes payable..................................................     $   34,082        $  34,400
   Unamortized premium on mortgage notes payable...........................          4,368            4,661
                                                                              ------------     ------------
      Total mortgage notes payable.........................................         38,450           39,061
   Other liabilities.......................................................          2,970            1,780
                                                                              ------------     ------------
         Total liabilities.................................................         41,420           40,841

COMMITMENTS AND CONTINGENT LIABILITIES

LIMITED PARTNERS' CAPITAL (734,266 partnership units for 2004 and 2003,
   respectively)...........................................................        11,027            11,118

GENERAL PARTNERS' CAPITAL..................................................        136,707          138,113
                                                                              ------------     ------------
TOTAL......................................................................     $  189,154       $  190,072
                                                                              ============     ============
</TABLE>
See accompanying notes to the condensed financial statements.

                                       2
<PAGE>

IRT PARTNERS L.P. (a limited partnership)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2004,
FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2003, FOR THE PERIOD FROM
JANUARY 1, 2003 TO FEBRUARY 11, 2003 (MERGER DATE), AND FOR THE PERIOD FROM
FEBRUARY 12, 2003 TO JUNE 30, 2003
(UNAUDITED)
(In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           Six Months Ended June 30,
                                                                                ---------------------------------------------
                                                                                                         For the Period
                                                                                                -----------------------------
                                                                                                January 1 to     February 12
                                                     Three Months Ended June 30,                February 11,     to June 30,
                                                    ----------------------------
                                                       2004           2003          2004             2003            2003
                                                    ----------    ----------     ----------     ------------   --------------
                                                                                                 (Predecessor)   (Successor)
<S>                                                     <C>           <C>           <C>               <C>              <C>
RENTAL INCOME....................................       $5,662        $5,731        $11,376           $2,617           $8,851
                                                    ----------    ----------     ----------     ------------    -------------
COSTS AND EXPENSES:
   Property operating expenses....................       1,606         1,662          3,154              867            2,560
   Rental property depreciation and amortization..         830           576          1,628              515            1,109
   General and administrative expenses............           -             -              -                4                -
                                                    ----------    ----------     ----------     ------------    -------------
       Total costs and expenses...................       2,436         2,238          4,782            1,386            3,669
                                                    ----------    ----------     ----------     ------------    -------------
INCOME BEFORE OTHER INCOME AND DISCONTINUED
   OPERATIONS.....................................       3,226         3,493          6,594            1,231            5,182

OTHER INCOME:

   Interest expense...............................        (574)         (702)        (1,154)            (375)          (1,091)
   Amortization of deferred financing fees........           -             -              -                -               (1)

   Interest income from affiliates................           1            10              1               15               71
                                                    ----------    ----------     ----------     ------------    -------------
INCOME FROM CONTINUING OPERATIONS.................       2,653         2,801          5,441              871            4,161
                                                    ----------    ----------     ----------     ------------    -------------
DISCONTINUED OPERATIONS:
   Income from operations of sold properties......         193           239            420               89              363

   Loss on disposal of income producing properties           -             -              -              (19)               -
                                                    ----------    ----------     ----------     ------------    -------------
       Total loss from discontinued operations....         193           239            420               70              363
                                                    ----------    ----------     ----------     ------------    -------------
NET INCOME........................................      $2,846        $3,040         $5,861             $941           $4,524
                                                    ==========    ==========     ==========     ============    =============
</TABLE>

See accompanying notes to the condensed financial statements.



                                        3
<PAGE>

IRT PARTNERS L.P. (a limited partnership)
CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2004
(UNAUDITED)
(In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               Limited Partners'    General Partners'
                                                                     Capital              Capital
                                                               ----------------     ----------------
<S>              <C>                                                    <C>                 <C>
Balance, January 1, 2004....................................            $11,118             $138,113
Cash distributions..........................................               (411)              (6,947)
Net income..................................................                320                5,541
                                                               ----------------     ----------------
Balance, June 30, 2004......................................            $11,027             $136,707
                                                               ================     ================
</TABLE>

See accompanying notes to the condensed financial statements.























                                       4
<PAGE>

IRT PARTNERS L.P. (a limited partnership)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2004, FOR THE PERIOD FROM
JANUARY 1, 2003 THROUGH FEBRUARY 11, 2003 (MERGER DATE), AND FOR THE
PERIOD FROM FEBRUARY 12, 2003 THROUGH JUNE 30, 2003
(UNAUDITED)
(In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                     For the Period
                                                                                         ------------------------------------
                                                                         Six Months        January 1 to        February 12
                                                                       Ended June 30,      February 11,        to June 30,
                                                                            2004               2003               2003
                                                                      ---------------    ----------------    ----------------
                                                                                           (Predecessor)       (Successor)
<S>                                                                        <C>                    <C>              <C>
OPERATING ACTIVITIES:
Net income...........................................................      $   5,861              $  941           $   4,524
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Straight line rent adjustment....................................           (175)                (13)                (28)
    Amortization of deferred financing fees..........................              -                   2                   1
    Amortization of debt premium.....................................           (293)                  -                 (82)
    Rental property depreciation and amortization....................          1,628                 515               1,109
    Rental property depreciation and amortization included in
       discontinued operations.......................................            110                   -                   -
    Gain on disposal of real estate..................................              -                  19                   -
Changes in assets and liabilities:
   Other assets......................................................           (273)                 36                 308
   Other liabilities.................................................          1,190                (641)                949
                                                                      --------------      --------------      --------------
Net cash provided by operating activities............................          8,048                 859               6,781
                                                                      --------------      --------------      --------------
INVESTING ACTIVITIES:
   Deletions (additions) to rental property..........................             59                   -                (636)
   Increase in cash held in escrow...................................              -                   -               4,033
                                                                      --------------      --------------      --------------
Net cash provided by investing activities............................             59                   -               3,397
                                                                      --------------      --------------      --------------
FINANCING ACTIVITIES:
   Repayment of mortgage notes payable...............................           (318)                  -              (6,703)
   Distributions paid................................................         (7,358)                (68)             (7,066)
   Advances from (to) affiliate, net.................................           (442)               (725)              3,006
                                                                      --------------      --------------      --------------
Net cash used in financing activities................................         (8,118)               (793)            (10,763)
                                                                      --------------      --------------      --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.................            (11)                 66                (585)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.......................             11                 608                 674
                                                                      --------------      ---------------     --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.............................      $       -              $  674          $       89
                                                                      ==============      ==============      ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest, net of amount capitalized..................      $   1,449              $  375          $    1,205
                                                                      ==============      ==============      ==============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:
The Company merged with IRT and the assets and liabilities of LP
   were restated to fair value as follows:
     Fair value of assets acquired...................................                                              $ 200,154
     Assumption of liabilities and mortgage notes payable............                                                 46,657
                                                                                                              --------------
     Partners' capital...............................................                                              $ 153,497
                                                                                                              ==============
</TABLE>

See accompanying notes to the condensed financial statements.

                                       5
<PAGE>

IRT PARTNERS L.P. (a limited partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
(in thousands)

1. Organization
   ------------

     IRT  Partners  L.P.  ("LP"  or  the   "Partnership"),   a  Georgia  limited
partnership,  was formed on July 15,  1998 in order to enhance  the  acquisition
opportunities  of  its  general  partner  through  a  downREIT  structure.  This
structure offers potential sellers the ability to make tax-deferred  transfer of
their real estate  properties in exchange for partnership  units ("OP Units") of
LP.
     On February 12,  2003,  Equity One,  Inc.  (the  "Company" or  "Successor")
completed a statutory merger with IRT Property Company ("IRT" or "Predecessor").
As a  result  of the  merger,  the  Company  acquired  the  general  partnership
interests  in LP held by IRT. The Company now owns  approximately  94.4% of LP's
partnership  interests.  As a result of the substantial change in ownership from
this  transaction,  "push-down"  accounting  has been applied to LP's  financial
statements  and assets and  liabilities of LP were restated to fair value in the
same  manner as IRT's  assets  and  liabilities  were  recorded  by the  Company
subsequent to the merger.

     The  results of  operations  for the period  from  January 1, 2003  through
February  11,  2003 have been  recorded  based on the  historical  values of the
assets and  liabilities of LP prior to the merger.  For the period from February
12, 2003 through June 30, 2004,  the results of  operations  have been  recorded
under the fair values assigned to the assets and liabilities after the Company's
merger with IRT.

     LP is  obligated  to redeem  each OP Unit held by a person  other  than the
Company,  at the sole  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.
However,  the  Company  may elect,  at its  option,  to acquire any such OP Unit
presented for redemption for one common share of the Company's stock or cash.

     At June 30, 2004, LP owns 23 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.

2. Basis of Presentation
   ---------------------

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared by LP's management in accordance with accounting  principles  generally
accepted in the United States of America for interim  financial  information and
with the  instructions of Form 10-Q and Article 10 of Regulation S-X of the U.S.
Securities and Exchange  Commission  (the "SEC").  Accordingly,  these unaudited
condensed  financial  statements  do not  include  all of  the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,  all adjustments  considered  necessary for a fair presentation have
been  included.  The results of  operations  for the three and six month periods
ended June 30, 2004 are not  necessarily  indicative  of the results that may be
expected  for the full year.  These  unaudited  condensed  financial  statements
should be read in  conjunction  with  Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations  contained elsewhere in this Form
10-Q and the audited financial  statements and related footnotes included in the
Annual Report of IRT Partners L.P. on Form 10-K for the year ended  December 31,
2003 filed with the SEC on March 22, 2004.

     The  preparation  of condensed  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and

                                       6
<PAGE>

assumptions  that affect the  amounts  reported  in the  consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

3. Rental Properties
   -----------------

     Income producing  property is stated at cost and includes all costs related
to acquisition,  development and  construction,  including tenant  improvements,
interest  incurred  during  development,  costs of  pre-development  and certain
direct  and  indirect  costs  of   development.   Costs   incurred   during  the
predevelopment  stage are  capitalized  once  management  has identified a site,
determined  that the project is feasible and that it is probable that LP will be
able to proceed with the project.  Expenditures  for  ordinary  maintenance  and
repairs are expensed to operations as they are incurred. Significant renovations
and  improvements,  which  improve  or extend the  useful  life of  assets,  are
capitalized.

     Income producing properties are individually  evaluated for impairment when
conditions  exist that may indicate that it is probable that the sum of expected
future  cash flows (on an  undiscounted  basis) from a property is less than its
historical net cost basis. Upon  determination  that a permanent  impairment has
occurred, LP records an impairment charge equal to the excess of historical cost
basis  over  fair  value.   In  addition,   LP  writes  off  costs   related  to
predevelopment  projects  when it  determines  that it will no longer pursue the
project.

     Depreciation  expense is computed using the  straight-line  method over the
estimated useful lives of the assets, as follows:

       Land improvements           40 years
       Buildings                   30-40 years
       Building improvements       5-40 years
       Tenant improvements         Over the term of the related lease
       Equipment                   5-7 years

4. Business Combinations
   ---------------------

     The LP is  actively  pursuing  acquisition  opportunities  and  will not be
successful  in  all  cases;   costs  incurred   related  to  these   acquisition
opportunities are expensed when it is probable that LP will not be successful in
the acquisition. The results of operations of any acquired property are included
in the LP's financial statements as of the date of its acquisition.

     The LP allocates the purchase price of acquired companies and properties to
the tangible and intangible  assets acquired,  and liabilities  assumed based on
their  estimated fair values.  Fair value is defined as the amount at which that
asset could be bought or sold in a current  transaction  between willing parties
(other than in a forced or liquidation  sale). In order to allocate the purchase
price of acquired companies and properties to the tangible and intangible assets
acquired,  the  Company  identifies  and  estimates  the fair value of the land,
buildings  and  improvements,  reviews the leases to determine the existence of,
and  estimates  fair  value  of,  any  contractual  or other  legal  rights  and
investigates   the  existence  of,  and  estimates  fair  value  of,  any  other
identifiable  intangible  assets.  Such  valuations  require  management to make
significant  estimates and  assumptions,  especially  with respect to intangible
assets.

     The cost approach is used as the primary  method to estimate the fair value
of the buildings, improvements and other assets. The cost approach is based upon
the current costs to develop the particular  asset in that geographic  location,
less an allowance for physical and functional  depreciation.  The assigned value
for buildings  and  improvements  is based on an as if vacant basis.  The market
value  approach is used as the primary  method to estimate the fair value of the
land. The determination of the fair value of contractual intangibles is based on
the costs incurred to originate a lease,  including commissions and legal costs,
excluding  any new  leases  negotiated  in  connection  with the  purchase  of a
property.  In-place  lease values are based on  management's  evaluation  of the
specific  characteristics  of

                                       7
<PAGE>

each lease and the LP's overall relationship with each tenant. Among the factors
considered in the  allocation of these values include the nature of the existing
relationship  with the tenant,  the tenant's credit quality,  the expectation of
lease  renewals,   the  estimated  carrying  costs  of  the  property  during  a
hypothetical  expected  lease-up period,  current market conditions and costs to
execute  similar  leases.  Estimated  carrying  costs include real estate taxes,
insurance,  other  property  operating  costs and  estimates  of lost rentals at
market  rates  during the  hypothetical  expected  lease-up  periods,  given the
specific market conditions. Above-market, below-market and in-place lease values
are determined  based on the present value (using a discount rate reflecting the
risks  associated  with the leases  acquired) of the difference  between (i) the
contractual amounts to be paid pursuant to the leases negotiated and in-place at
the time of  acquisition  and (ii)  management's  estimate of fair market  lease
rates for the property or equivalent  property,  measured over a period equal to
the  remaining  non-cancelable  term of the  lease.  The  value  of  contractual
intangibles is amortized  over the remaining  term of each lease.  Other than as
discussed above,  the Company has determined that its real estate  properties do
not have any other significant identifiable intangible assets.

     Critical  estimates  in valuing  certain of the  intangible  assets and the
assumptions of what  marketplace  participants  would use in making estimates of
fair  value  include,  but are not  limited  to:  future  expected  cash  flows,
estimated  carrying costs,  estimated  origination  costs,  lease up periods and
tenant  risk  attributes,  as well as  assumptions  about the period of time the
acquired lease will continue to be used in the LP's portfolio and discount rates
used in these calculations.  Management's estimates of fair value are based upon
assumptions  believed to be reasonable,  but which are inherently  uncertain and
unpredictable.  Assumptions  may not  always  reflect  unanticipated  events and
changes in circumstances may occur. In making such estimates,  management uses a
number of sources,  including appraisals that may be obtained in connection with
the  acquisition or financing of the  respective  property or other market data.
Management  also  considers  information  obtained  in its  pre-acquisition  due
diligence and marketing and leasing  activities in estimating  the fair value of
tangible and intangible assets acquired.

     There have been no acquisitions in 2003 or 2004.

5. Mortgage Notes Payable
   ----------------------

     Mortgage notes payable are collateralized by real estate investments. These
notes have  stated  interest  rates  ranging  from 7.02% to 9.19% and are due in
monthly installments with maturity dates ranging from 2009 to 2015. LP, upon the
merger of IRT and the Company in 2003,  recorded a premium on the mortgage notes
of $5,133.

6. Income Taxes
   ------------

     No  federal  or  state  income  taxes  are  reflected  in the  accompanying
condensed financial  statements because LP is a partnership and its partners are
required to include their respective share of profits and losses in their income
tax returns.

7. Dispositions
   ------------

     LP has adopted SFAS No. 144,  Accounting  for the Impairment or Disposal of
Long-Lived Assets, effective January 1, 2002, and has included the operations of
properties  sold  and  held  for  sale,  as  well  as the  gain  on sale of sold
properties,  as discontinued operations for all periods presented. LP expects to
reclassify  historical  operating results whenever  necessary in order to comply
with the requirements of SFAS No. 144.

                                       8
<PAGE>

     As of June 30, 2004,  one retail  property was  classified as property held
for sale. This property has an aggregate gross leaseable area of 214 square feet
and an aggregate net book value of $8,601.  The  operations of this property are
reflected in discontinued operations.

8. Recent Accounting Pronouncements
   --------------------------------

     In January 2003, FASB issued FASB  Interpretation No. 46,  Consolidation of
Variable  Interest  Entities  ("FIN 46"),  an  interpretation  of ABR 51. FIN 46
provides guidance on identifying  entities for which control is achieved through
means other than through voting rights,  variable interest entities ("VIE"), and
how to determine when and which business enterprises should consolidate the VIE.
In  addition,  FIN 46  requires  both  the  primary  beneficiary  and all  other
enterprises  with a significant  variable  interest in a VIE to make  additional
disclosures.  The transitional  disclosure  requirements will take effect almost
immediately and are required for all financial  statements  issued after January
31, 2003. The consolidation  provisions of FIN 46 are effective  immediately for
variable  interests  in VIEs  created  after  January  31,  2003.  For  variable
interests in VIEs created before  February 1, 2003, the provisions of FIN 46 are
effective for the first interim or annual period ending after December 15, 2003.
The Partnership is not a party to any VIE's.

     In April 2003,  FASB issued SFAS No. 149,  Amendment  of  Statement  133 on
Derivative  Instruments and Hedging  Activities,  which clarifies the accounting
and reporting for derivative instruments,  including derivative instruments that
are embedded in contracts.  This  statement is effective  for contracts  entered
into or modified after June 30, 2003. The Partnership adopted this pronouncement
beginning  July 1, 2003.  The  adoption  of SFAS No. 149 did not have a material
impact on the Partnership's financial condition or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This statement
establishes  standards  for the  classification  and  measurement  of  financial
instruments  that possess  characteristics  similar to both liability and equity
instruments. SFAS No. 150 also addresses the classification of certain financial
instruments  that include an obligation to issue equity  shares.  On October 29,
2003, the FASB voted to defer, for an indefinite  period, the application of the
guidance in FASB Statement No. 150, Accounting for Certain Financial Instruments
with  Characteristics  of Both Liabilities and Equity. The FASB decided to defer
the application of certain aspects of Statement 150 until it could consider some
of the resulting  implementation  issues.  The  Partnership  has adopted certain
provisions  of  SFAS  No.  150  which  did not  have a  material  impact  on the
Partnerships  financial  condition or results of operations.  The Partnership is
still  evaluating  the potential  affect of the  provisions of SFAS No. 150 that
have been deferred to future periods.

     In  December  2003,  the FASB  issued  Statement  No. 132  (revised  2003),
Employers'  Disclosures about Pensions and Other Postretirement  Benefits.  This
Statement  revises   employers'   disclosures  about  pension  plans  and  other
postretirement  benefit plans. It does not change the measurement or recognition
provisions of FASB Statements No. 87, Employers' Accounting for Pensions, No.88,
Employers'  Accounting  for  Settlements  and  Curtailments  of Defined  Benefit
Pension Plans and for Termination Benefits,  and No. 106, Employers ' Accounting
for  Postretirement  Benefits  Other Than Pensions.  This Statement  retains the
disclosure   requirements  contained  in  FASB  Statement  No.  132,  Employers'
Disclosures about Pensions and Other Postretirement Benefits, which it replaces.
It requires additional  disclosures about the assets,  obligations,  cash flows,
and net  periodic  benefit  cost of  defined  benefit  pension  plans  and other
postretirement  benefit  plans.  The adoption of SFAS No. 132  (revised) did not
have a material impact on the Partnership's financial statements.

                                       9
<PAGE>

9. Commitments And Contingencies
   -----------------------------

     LP has guaranteed $350,000 of unsecured senior notes of the Company bearing
interest at fixed  interest  rates  ranging  from  3.875% to 7.84% and  maturing
between 2006 and 2012.  The interest rate on the $50,000,  7.77% senior notes is
subject  to a 50 basis  point  increase  if the  Company  does not  maintain  an
investment  grade debt  rating.  LP has also  guaranteed  a  $340,000  unsecured
revolving credit facility of the Company, under which $80,500 was outstanding at
June 30,  2004.  These  notes  and  revolving  credit  facility  have  also been
guaranteed by most of the Company's wholly-owned subsidiaries.

10. Subsequent Events
    -----------------

     During July 2004,  the LP  completed  the sale of one of its  shopping
centers  for total  consideration  of $10,500,  representing  214 square feet of
gross leasable space. The Company recognized a gain on the sale of approximately
$1,600.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

Overview

     The following  discussion should be read in conjunction with LP's unaudited
Condensed Financial Statements,  including the notes thereto, which are included
elsewhere herein and LP's audited Financial Statements and notes thereto for the
year ended  December 31, 2003 appearing in the Annual Report on Form 10-K of the
Company for the year ended  December 31, 2003 filed March 22, 2004.  The results
of operations  for an interim  period may not give a true  indication of results
for the year.

     Unless the context otherwise requires, all references to "we," "our," "us,"
"IRT Partners," and "LP" in this report refer collectively to IRT Partners L.P.

IRT Merger
----------

     On February 12, 2003 the Company  merged with IRT. The condensed  financial
statements and, management's discussion and analysis for the period from January
1, 2003  through  February  11, 2003 (merger  date) has been  combined  with the
period from February 12, 2003 through June 30, 2003 to show comparability to the
six months ending June 30, 2004. The following table shows the separate  periods
as presented in LP's condensed financial statements as of June 30, 2004.
<TABLE>
<CAPTION>

                                                      For the Period
                                        --------------------------------------------

                                           January 1 to          February 12 to
                                         February 11, 2003        June 30, 2003       Combined Period
                                        -------------------    ------------------    -----------------
                                            (Predecessor)            (Successor)
<S>                                                 <C>                  <C>                 <C>
 Rental income.......................               $ 2,617            $   8,851              $11,468
                                        ===================    =================     ================
 Property operating expenses.........               $   867            $   2,560              $ 3,427
                                        ===================    =================     ================
 Rental property depreciation........               $   515            $   1,109              $ 1,624
                                        ===================    =================     ================
 Total expenses......................               $ 1,386            $   3,669              $ 5,055
                                        ===================    =================     ================
 Interest expense....................               $   375            $   1,091              $ 1,466
                                        ===================    =================     ================
 Other income........................               $    15            $      71              $    86
                                        ===================    =================     ================
 Net income..........................               $   941            $   4,524              $ 5,465
                                        ===================    =================     ================

</TABLE>



                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                     For the Period
                                        -------------------------------------------

                                           January 1 to          February 12 to
                                         February 11, 2003        June 30, 2003       Combined Period
                                        -------------------    ------------------    -----------------
                                            (Predecessor)            (Successor)
<S>                                                 <C>                  <C>                 <C>
 Cash Flow:

    Operating activities.............               $  859             $   6,781              $  7,640
                                        ===================    =================     =================
    Investing activities.............               $     -            $   3,397              $  3,397
                                        ===================    =================     =================
    Financing activities.............               $  (793)           $ (10,763)             $(11,556)
                                        ===================    =================     =================

</TABLE>

Results of Operations

Comparison  of the Three  Months  Ended June 30, 2004 to the Three  Months Ended
June 30, 2003.

     Total revenues from rental properties decreased by approximately  $100,000,
or 2.0% to $5.6 million in 2004 from $5.7 million in 2003.

     Property operating expenses decreased by $56,000,  or 3.3%, to $1.6 million
for 2004 from $1.7  million in 2003 due to a decrease  in  property  maintenance
costs.

     Rental property  depreciation  and amortization  increased by $254,000,  or
44.0%,  to $830,000 for 2004 from  $576,000 in 2003 due to the increases in land
and building improvements for completed development projects.

     Interest expense decreased by $128,000, or 18.2%, to $574,000 for 2004 from
$702,000  in 2003  related to the  payment of  mortgage  notes and a decrease of
approximately $107,000 due to the increase in amortization of the debt premium.

     There were no dispositions during 2004 or 2003.

     As a result of the foregoing, net income decreased by $194,000, or 6.5%, to
$2.8 million for 2004 from $3.0 million in 2003.

Comparison  of the Six Months  Ended June 30, 2004 to the Six Months  Ended June
30, 2003.

     For purposes of this  discussion  the period from January 1 to February 11,
2003 has been combined  with the period from February 12 to June 30, 2003.  This
has been done to show comparability to the six months ending June 30, 2004.

     Total revenues from rental properties decreased  approximately  $100,000 or
1.0% to $11.4 million in 2004 from $11.5 million in 2003.

     Property operating expenses decreased by $273,000, or 8.0%, to $3.2 million
for 2004 from $3.4  million in 2003 due to a decrease  in  property  maintenance
costs.

     Rental property  depreciation  and amortization  remained  constant at $1.6
million for 2004 from $1.6 million in 2003.

     Interest expense decreased by $312,000,  or 21.0%, to $1.2 million for 2004
from $1.5 million in 2003 related to the payment of mortgage  notes and interest
expense decreased by approximately  $211,000 due to the increase in amortization
of the debt premium.

                                       11
<PAGE>

     There were no dispositions during 2004 or 2003.

     As a result of the foregoing, net income increased by $392,000, or 7.1%, to
$5.9 million for 2004 from $5.5 million in 2003.

Liquidity and Capital Resources

     LP's principal demands for liquidity are maintenance expenditures, repairs,
property  taxes  and  tenant  improvements,  leasing  costs,  debt  service  and
distributions  to its OP Unit  holders.  LP  presently  expects  cash  from  its
operating  activities  to be the primary  source of funds to pay  distributions,
mortgage note payments and certain capital improvements on LP's properties.

CASH FLOWS
----------

     Net cash  provided  by  operating  activities  of $8.0  million for the six
months  ended  June 30,  2004  included:  (i) net income of $5.9  million,  (ii)
adjustments  for non-cash items which  increased cash flow by $1.3 million,  and
(iii) a net change in operating  assets and liabilities that increased cash flow
by  $917,000,  compared to net cash  provided by  operating  activities  of $7.6
million for the six months ended June 30, 2003, which included:(i) net income of
$5.5 million,  (ii)  adjustments for non-cash items which increased cash flow by
$1.5 million,  and (iii) a net change in operating  assets and liabilities  that
increased cash flows by $652,000.

     Net cash provided by inventing activities for the six months ended June 30,
2004 was $59,000.

     Net cash  provided  by  investing  activities  of $3.4  million for the six
months ended June 30, 2003 included construction,  development and other capital
improvements  of $636,000  offset by proceeds of $4 million from escrowed  funds
from the sale of properties.

     Net cash used in  financing  activities  of $8.1 million for the six months
ended June 30, 2004 included:  (i) monthly principal  payments on mortgage notes
of $318,000,  (ii)  distributions  to OP Unit holders of $7.4 million  and,(iii)
advances to  affiliates  of  $442,000,  compared  to net cash used by  financing
activities  of $11.6  million  for the six  months  ended  June 30,  2003  which
included: (i) distributions to OP Unit holders of $7.1 million, and (ii) monthly
principal  payments and mortgage  payoffs of $6.7 million offset by net advances
from affiliates of $2.3 million.

DEBT
----
     LP guarantees the Company's  unsecured senior debt and unsecured  revolving
credit facilities.

     LP,  through the Company,  uses  unsecured  borrowings  to meet its capital
requirements.  As of June 30,  2004,  LP had $34.1  million  in  mortgage  notes
payable at a weighted  average  interest rate of 8.4%,  which are due in monthly
installments with maturity dates ranging from 2009 to 2015.

     As of June 30, 2004, the scheduled amortization and balloon payments due on
LP's mortgage notes payable are as follows (in thousands):
<TABLE>
<CAPTION>

                                        Scheduled           Balloon
                  Year                 Amortization         Payments        Total
         ---------------------------  --------------    -------------   ------------

<S>      <C>                            <C>                <C>             <C>
         2004.......................    $    332           $       -       $     332
         2005.......................         709                   -             709
         2006.......................         771                   -             771
         2007.......................         838                   -             838
         2008.......................         908                   -             908
         2009.......................         967               5,583           6,550
         2010.......................         905               4,352           5,257
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>

                                        Scheduled           Balloon
                  Year                 Amortization         Payments        Total
         ---------------------------  --------------    -------------   ------------

<S>      <C>                            <C>                <C>             <C>
         2011.......................    $    750           $   9,571       $  10,321
         2012.......................         567               6,458           7,025
         Thereafter.................       1,371                   -           1,371
                                     --------------    --------------   -------------
             Total..................    $  8,118           $  25,964       $  34,082
                                     ==============    ==============   =============
</TABLE>

     Our debt level could subject us to various  risks,  including the risk that
our cash flow will be  insufficient  to meet required  payments of principal and
interest,  and the risk that the resulting reduced  financial  flexibility could
inhibit  our  ability to develop or  improve  our rental  properties,  withstand
downturns in our rental income or take advantage of business  opportunities.  In
addition,  because  we  currently  anticipate  that only a small  portion of the
principal of our indebtedness  will be repaid prior to maturity,  it is expected
that it will be necessary to  refinance  the majority of our debt.  Accordingly,
there is a risk that such indebtedness will not be able to be refinanced or that
the  terms of any  refinancing  will  not be as  favorable  as the  terms of our
current indebtedness.

     We believe,  based on currently proposed plans and assumptions  relating to
our operations,  that our existing  financial  arrangements,  together with cash
generated  from  our  operations,   will  be  sufficient  to  satisfy  our  cash
requirements for a period of at least twelve months. In the event that our plans
change,  our  assumptions  change or prove to be  inaccurate  or cash flows from
operations or amounts available under existing  financing  arrangements prove to
be insufficient  to fund our expansion and development  efforts or to the extent
we discover suitable acquisition targets the purchase price of which exceeds our
existing  liquidity,  we  would  be  required  to  seek  additional  sources  of
financing.  There can be no  assurance  that any  additional  financing  will be
available on acceptable  terms or at all, and any future equity  financing could
be dilutive to existing  partners.  If  adequate  funds are not  available,  our
business operations could be materially adversely affected.

Inflation and Recession Consideration

     Most of our leases contain  provisions  designed to partially  mitigate the
adverse impact of inflation.  Such  provisions  include  clauses  enabling us to
receive percentage rents based on tenant gross sales above predetermined levels,
which rents generally  increase as prices rise, or escalation  clauses which are
typically  related to increases in the Consumer Price Index or similar inflation
indices.  Most of our leases  require  the tenant to pay its share of  operating
expenses,  including common area  maintenance,  real estate taxes and insurance,
thereby  reducing  our exposure to  increases  in costs and  operating  expenses
resulting from inflation.

     Our financial  results are affected by general  economic  conditions in the
markets in which our properties  are located.  An economic  recession,  or other
adverse  changes in general or local  economic  conditions  could  result in the
inability of some  existing  tenants to meet their lease  obligations  and could
otherwise  adversely  affect  our  ability to  attract  or retain  tenants.  The
properties  are  typically  anchored  by  supermarkets,  drug  stores  and other
consumer  necessity  and service  retailers  which  typically  offer  day-to-day
necessities rather than luxury items. These types of tenants, in our experience,
generally  maintain more consistent sales performance  during periods of adverse
economic conditions.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

     Certain  matters  discussed in this  Quarterly  Report on Form 10-Q contain
"forward-looking  statements"  for purposes of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the  Securities  Exchange Act of 1934, as
amended. These forward-looking  statements are based on current expectations and
are not guarantees of future performance.

                                       13
<PAGE>

     All   statements   other   than   statements   of   historical   facts  are
forward-looking  statements, and can be identified by the use of forward-looking
terminology such as "may," "will,"  "might,"  "would,"  "expect,"  "anticipate,"
"estimate,"   "would,"  "could,"  "should,"   "believe,"   "intend,"  "project,"
"forecast,"  "target,"  "plan," or  "continue" or the negative of these words or
other variations or comparable terminology, are subject to certain risks, trends
and  uncertainties  that could cause actual  results to differ  materially  from
those   projected.   Because   these   statements   are  subject  to  risks  and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied by the  forward-looking  statements.  We caution  you not to place undue
reliance on those statements, which speak only as of the date of this report.

     Among the factors that could cause actual results to differ materially are:

     o    general economic conditions,  competition and the supply of and demand
          for shopping center properties in our markets;

     o    management's   ability  to  successfully  combine  and  integrate  the
          properties and operations of separate  companies that we have acquired
          in the past or may acquire in the future;

     o    interest rate levels and the availability of financing;

     o    potential  environmental liability and other risks associated with the
          ownership, development and acquisition of shopping center properties;

     o    risks that tenants will not take or remain in occupancy or pay rent;

     o    greater than anticipated construction or operating costs;

     o    inflationary and other general economic trends;

     o    the effects of hurricanes and other natural disasters; and

     o    other risks detailed from time to time in the reports filed by us with
          the Securities and Exchange Commission.

     Except for ongoing obligations to disclose material information as required
by the federal  securities  laws, we undertake no obligation to release publicly
any  revisions  to  any   forward-looking   statements  to  reflect   events  or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     LP utilizes  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 weighted average life for our fixed
rate mortgage notes is 6.3 years. LP had no floating rate debt outstanding as of
June 30, 2004.

     LP estimates  the fair market value of LP's long term,  fixed rate mortgage
loans using  discounted cash flow analysis based on current  borrowing rates for
similar  types of debt.  At June 30,  2004,  the fair  value of the  fixed  rate
mortgage loans was estimated to be $40.7 million  compared to the carrying value
amount of $34.0  million.  If the weighted  average  interest rate on LP's fixed
rate debt were 100  basis

                                       14
<PAGE>

points lower or higher than the current  weighted average rate of 8.4%, the fair
market value would be $32.9 million and $36.3 million, respectively.

Other Market Risks
------------------

     As of June 30,  2004,  LP had no  material  exposure  to other  market risk
(including foreign currency exchange risk,  commodity price risk or equity price
risk).

ITEM 4. CONTROLS AND PROCEDURES

     We maintain disclosure controls and procedures that are designed to provide
reasonable  assurance that information  required to be disclosed in our Exchange
Act reports is recorded,  processed,  summarized  and  reported  within the time
periods specified in the Securities and Exchange  Commission's  rules and forms,
and that  such  information  is  accumulated  and  communicated  to  management,
including the Chief Executive Officer and Chief Financial Officer of Equity One,
Inc., in their capacity as officers of our general partner,  as appropriate,  to
allow  timely  decisions  regarding  required   disclosure.   In  designing  and
evaluating the disclosure  controls and procedures,  management  recognized that
any controls and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable  assurance of achieving the desired control  objectives,
and management  necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

     As required by Rule  13a-15(b)  under the  Securities  and  Exchange Act of
1934,  we  carried  out an  evaluation,  under  the  supervision  and  with  the
participation  of management,  including the Chief  Executive  Officer and Chief
Financial  Officer of Equity  One,  Inc.,  in their  capacity as officers of our
general  partner,  of the  effectiveness  of the  design  and  operation  of our
disclosure controls and procedures.  Based on the foregoing, the Chief Executive
Officer and Chief  Financial  Officer of Equity One,  Inc., in their capacity as
officers  of our general  partner  concluded  that,  as of the end of the period
covered by this report, our disclosure controls and procedures were effective at
the  reasonable  assurance  level to  ensure  that  information  required  to be
disclosed  by us in reports  that we file under the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in SEC
rules and forms.

     There  have  been  no  changes  in our  internal  controls  over  financial
reporting during the quarter ended June 30, 2004, that have materially affected,
or are  reasonably  likely to  materially  affect,  our internal  controls  over
financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          None.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND PURCHASE OF EQUITY SECURITIES

          None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.


                                       15
<PAGE>


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

          None.

ITEM 5. OTHER INFORMATION

          None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

        31.1   Certification of Chief Executive  Officer of Equity One, Inc., in
               his capacity as Chief Executive  Officer of LP's general partner,
               pursuant to Rule 13a-14(a)  under the Securities  Exchange Act of
               1934,  as amended and Section  302 of the  Sarbanes-Oxley  Act of
               2002.

        31.2   Certification of Chief Financial  Officer of Equity One, Inc., in
               his capacity as Chief Financial  Officer of LP's general partner,
               pursuant to Rule 13a-14(a)  under the Securities  Exchange Act of
               1934,  as amended and Section  302 of the  Sarbanes-Oxley  Act of
               2002.

          32   Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer of Equity  One,  Inc.,  in their  capacity as officers of
               LP's  general  partner,  pursuant  to Rule  13a-14(b)  under  the
               Securities  Exchange Act of 1934, as amended and 18 U.S.C.  1350,
               as created by Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K:

          None.










                                       16
<PAGE>

                                   SIGNATURES

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


     Date: August 13, 2004           IRT PARTNERS L.P.

                                     BY: Equity One, Inc., general partner



                                     /s/ HOWARD M. SIPZNER
                                     ------------------------------------
                                     Howard M. Sipzner
                                     Executive Vice President and
                                     Chief Financial Officer
                                    (Principal Accounting and Financial Officer)










<PAGE>

                                INDEX TO EXHIBITS
                                -----------------




     EXHIBIT NO.           DESCRIPTION
     ----------            -----------

       31.1    Certification of Chief Executive  Officer of Equity One, Inc., in
               his capacity as Chief Executive  Officer of LP's general partner,
               pursuant to Rule 13a-14(a)  under the Securities  Exchange Act of
               1934,  as amended and Section  302 of the  Sarbanes-Oxley  Act of
               2002.

       31.2    Certification of Chief Financial  Officer of Equity One, Inc., in
               his capacity as Chief Financial  Officer of LP's general partner,
               pursuant to Rule 13a-14(a)  under the Securities  Exchange Act of
               1934,  as amended and Section  302 of the  Sarbanes-Oxley  Act of
               2002.

         32    Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer of Equity  One,  Inc.,  in their  capacity as officers of
               LP's  general  partner,  pursuant  to Rule  13a-14(b)  under  the
               Securities  Exchange Act of 1934, as amended and 18 U.S.C.  1350,
               as created by Section 906 of the Sarbanes-Oxley Act of 2002.