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, 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)

                                                               June 30,  December 31,
                                                                 2002       2001
                                                               ---------  ---------
<S>                                                            <C>         <C>
ASSETS
Rental properties                                              $180,630   $172,770
Accumulated depreciation                                       (29,223)   (27,145)
                                                               ---------  ---------
Net rental properties                                           151,407    145,625

Cash and cash equivalents                                         638        500
Advances to affiliate, net                                      16,908     18,149
Prepaid expenses and other assets                                3,566      2,599
                                                               ---------  ---------

Total assets                                                   $172,519   $166,873
                                                               =========  =========

LIABILITIES & PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable, net                                     $41,879    $37,464
Accrued expenses and other liabilities                           3,046      2,154
                                                               ---------  ---------

Total liabilities                                               44,925     39,618

Limited partners' capital interest (815,852 OP Units in 2002
and 2001, respectively) at redemption value                     10,394      8,648

Commitments and contingencies  (Note 6)

Partners' capital:
General partner (145,999 and 144,229 OP Units
in 2002 and 2001, respectively)                                  1,273      1,269

Limited partner (13,637,773 and 13,462,596 OP Units
in 2002 and 2001, respectively)                                 115,927    117,338
                                                               ---------  ---------


Total partners' capital                                         117,200    118,607
                                                               ---------  ---------

Total liabilities and partners' capital                        $172,519   $166,873
                                                               =========  =========
</TABLE>


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

                                        3
<PAGE>

<TABLE>
<CAPTION>

                               IRT PARTNERS, L.P.

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

                                              Three Months Ended  Six Months Ended
                                                  June 30,             June 30,
                                              ------------------  ------------------
                                               2002      2001      2002       2001
                                              ------    ------    -------    -------
<S>                                           <C>       <C>       <C>        <C>
Revenues:
     Income from rental properties . . . . .  $6,475    $5,859    $12,866    $11,598
     Gain on sale of outparcel . . . . . . .       -         -          -        293
     Interest income from affiliate. . . . .      79       189        158        170
                                              ------    ------    -------    -------

          Total revenues . . . . . . . . . .   6,554     6,048     13,024     12,061
                                              ------    ------    -------    -------

Expenses:
     Operating expenses of rental properties   1,835     1,548      3,547      3,100
     Interest on mortgages . . . . . . . . .     818       709      1,584      1,312
     Depreciation. . . . . . . . . . . . . .   1,042       969      2,078      1,929
     Amortization of debt costs. . . . . . .       5         3          9          3
     General and administrative. . . . . . .     320       253        592        494
                                              ------    ------    -------    -------

          Total expenses . . . . . . . . . .   4,020     3,482      7,810      6,838
                                              ------    ------    -------    -------

          Earnings before gain on
          sales of properties. . . . . . . .   2,534     2,566      5,214      5,223

Gain on sales of properties. . . . . . . . .       -     1,108          -      1,108
                                              ------    ------    -------    -------

          Net earnings . . . . . . . . . . .  $2,534    $3,674    $ 5,214   $ 6,331
                                              ======    ======    =======    =======
</TABLE>


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

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                       IRT PARTNERS, L.P.

                               CONDENSED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                          (UNAUDITED)
                                         (IN THOUSANDS)
                                                                             Six Months Ended
                                                                                 June 30,
                                                                            -------------------
                                                                              2002      2001
                                                                            --------  ---------
<S>                                                                         <C>       <C>
Cash flows from operating activities:
  Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 5,214   $  6,331
  Adjustments to reconcile earnings to net cash from operating activities:
     Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,078      1,929
     Gain on sale of operating properties. . . . . . . . . . . . . . . . .        -     (1,108)
     Gain on sale of outparcel . . . . . . . . . . . . . . . . . . . . . .        -       (293)
     Straight line rent adjustment . . . . . . . . . . . . . . . . . . . .     (108)       (91)
     Amortization of debt costs and discounts. . . . . . . . . . . . . . .        9          3
     Changes in assets and liabilities:
       Increase in prepaid expenses and other assets . . . . . . . . . . .     (813)      (524)
       Increase in accrued expenses and other liabilities. . . . . . . . .      892        900
                                                                            --------  ---------

Net cash flows from operating activities . . . . . . . . . . . . . . . . .    7,272      7,147
                                                                            --------  ---------

Cash flows used in investing activities:
  Additions to operating properties, net . . . . . . . . . . . . . . . . .   (3,058)    (8,283)
  Proceeds from sale of operating properties, net. . . . . . . . . . . . .        -      6,211
  Proceeds from sale of outparcel, net . . . . . . . . . . . . . . . . . .        -        348
                                                                            --------  ---------

Net cash flows used in investing activities. . . . . . . . . . . . . . . .   (3,058)    (1,724)
                                                                            --------  ---------

Cash flows used in financing activities:
  Issuance of units for cash . . . . . . . . . . . . . . . . . . . . . . .    1,946      7,903
  Distributions paid, net. . . . . . . . . . . . . . . . . . . . . . . . .   (6,821)    (5,655)
  Collection of advances to affiliate, net . . . . . . . . . . . . . . . .    1,241          -
  Advances to affiliate, net . . . . . . . . . . . . . . . . . . . . . . .        -    (21,079)
  Proceeds from mortgage notes payable . . . . . . . . . . . . . . . . . .        -      7,540
  Principal amortization of mortgage notes payable . . . . . . . . . . . .     (386)      (315)
  Payment of deferred financing costs. . . . . . . . . . . . . . . . . . .      (56)      (130)
                                                                            --------  ---------

Net cash flows used in financing activities. . . . . . . . . . . . . . . .   (4,076)   (11,736)
                                                                            --------  ---------

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . .      138     (6,313)

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

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . .  $   638   $    330
                                                                            ========  =========

Supplemental disclosures of cash flow information:

  Total cash paid for interest . . . . . . . . . . . . . . . . . . . . . .  $ 1,555   $  1,284
                                                                            ========  =========
</TABLE>
   The accompanying notes are an integral part of these condensed statements.

                                        5
<PAGE>

                                IRT PARTNERS L.P.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             JUNE 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
June  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  five  shopping  centers.  At  June  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  June  30, 2002, LP owned 26 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  property  acquired  in  2002  is  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>
2/19/2002   Parkwest Crossing  Durham, NC  85,602     1991        100%  $         6,620          $1,946

</TABLE>


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

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  June  30,  2002, LP had advances to the Company of $16,908. During 2002, the
Company  paid  LP  approximately  $158 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  is  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>
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 June 30, 2002, IRT
and  IRTMC  owned  approximately  1%  and  93.4%,  respectively,  of  LP.

     At  June  30, 2002, LP owned 26 neighborhood and community shopping centers
located  in North Carolina (13), 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 six months ended June 30, 2002
and  for  the  year  ended  December  31,  2001:


<TABLE>
<CAPTION>

                           % OF GLA                      % OF RENTAL INCOME
                    -----------------------          --------------------------
                    JUNE 30,      DECEMBER 31,        JUNE 30,      DECEMBER 31,
                     2002           2001                2002           2001
                   --------        --------          --------       -----------
<S>             <C>     <C>     <C>     <C>
North Carolina        45.2%           45.2%             34.9%             34.4%
Florida. . . .        38.8%           38.8%             49.7%             49.9%
Tennessee. . .        14.2%           14.2%             11.9%             11.9%
Georgia. . . .         1.8%            1.8%              3.5%              3.8%
                   --------        --------          --------        ----------

                     100.0%          100.0%            100.0%            100.0%
                  ========         ========          ========       ===========
</TABLE>

                                        8
<PAGE>

RESULTS  OF  OPERATIONS

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

Revenues
     Total  revenues increased $506, or 8.4%, to $6,554 in 2002 primarily due to
an  increase in income from rental properties of $616 which was partially offset
by  a  decrease  in  interest  income  of  $110.

     Income  from rental properties increased $616, or 10.5%, to $6,475 in 2002.
Included  in  income from rental properties is minimum rent, percentage rent and
other  rental income. Minimum rents increased $401, or 8.8%, primarily due to an
increase in rental rates per square foot from $7.94 in 2001 to $8.03 in 2002 and
the core portfolio of properties contributing $183, or an increase of 3.2%, 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  $510  due to one property acquired in 2002 and one in 2001, which was
partially  offset  by  a  $77 decrease in income attributable to the sale of two
properties  in  2001.  Percentage  rent, based on tenant's gross sales exceeding
specified amounts, increased $51, or 45.5%, to $165 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,  increased  $164,  or  13.9%,  to  $1,351. This increase was
partially due to an increase in tenant reimbursements for CAM of $195, or 17.4%.
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 74.9% in 2002 and 75.8% in 2001. This decrease in the recovery
percentage  is  due  to  the significant increase in insurance costs, not all of
which  can  be  reimbursed  by  the  tenants. Tenant allowances increased $5, or
32.6%,  from  2001  and  represented  only  0.3% of total rental income in 2002.

     Interest  income decreased $110 in 2002 from $189 in 2001. The decrease was
primarily  due  to  a  decrease the interest rate from 3.67% in 2001 to 1.76% in
2002.

Expenses
     Total expenses increased $538, or 15.5%, to $4,020 in 2002 due to increases
in  operating  expenses  of rental properties of $287, interest expense of $109,
depreciation  of  $73,  amortization  of  debt  costs  of  $2  and  general  and
administrative  expenses  of  $67.

     Operating expenses of rental properties increased $287, or 18.5%, to $1,835
in  2002. This increase was partially due to an increase of real estate taxes of
$105,  or  17.8%,  over 2001 as a result of increased property values. Insurance
costs  increased  by  $82,  or 97.2%, 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 $11, or
15.3%,  in  2002  due to increased leasing activity in 2001. Tenant reimbursable
operating  expenses  increased  $57, or 10.2%, primarily due to higher operating
and  maintenance  costs. Overall, the operating expenses of properties increased
due  to core portfolio operating expenses increasing $71, or 4.0%, over 2001 and
the  two properties acquired during early 2002 and late 2001 increasing expenses
$128.  These  increases  were  partially offset by a decrease in expenses of $15
from  the  sales  of  two  properties  during  2001.

    Interest  expense  increased  $109,  or  15.4%,  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 $73, or 7.5%, 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.


                                        9
<PAGE>
     Amortization  of  debt costs increased $2, primarily due to a mortgage note
assumed  in  2002  and  a  mortgage  note  obtained  in  2001.

     General  and  administrative  expenses  increased $67, or 26.5%, to $320 in
2002.  This  increase  relates  to an increase in the general and administrative
expenses  of  the  Company  that  are  allocated  to  LP.  Total  general  and
administrative expenses as a percentage of total revenues were 4.9% and 4.2% for
2002  and  2001,  respectively.

     Gain  on  sales  of  properties decreased $1,108 due to no properties being
sold  in  2002  as  compared  to  two  properties  that  were  sold  in  2001.

Net  Earnings
     Net  earnings  decreased $1,140, or 31.0%, to $2,534 in 2002 from $3,674 in
2001.  This decrease was attributable to no gains on sales of properties 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  SIX MONTHS ENDED JUNE 30, 2002 TO THE SIX MONTHS ENDED JUNE
30,  2001

Revenues
     Total revenues increased $963, or 8.0%, to $13,024 in 2002 primarily due to
an  increase  in  income  from rental properties of $1,268 partially offset by a
decrease  in  interest  income  of  $12 and decrease in the gain on a sale of an
outparcel  of  $293.

     Income  from  rental  properties  increased $1,268, or 10.9%, to $12,866 in
2002. Included in income from rental properties is minimum rent, percentage rent
and other rental income. Minimum rents increased $782, or 8.7%, primarily due to
an  increase in rental rates per square foot from $7.94 in 2001 to $8.03 in 2002
and  the  core portfolio of properties contributing $26, or an increase of 0.2%,
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  $1,449  due  to  one  property  acquired  in 2002 and two
properties  acquired  in  2001, which was partially offset by a $207 decrease in
income  attributable  to  the  sale  of two properties in 2001. Percentage rent,
based  on  tenant's  gross  sales exceeding specified amounts, increased $14, or
4.3%,  to  $344  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
$472,  or  20.7%,  to  $2,756. This increase was partially due to an increase in
tenant  reimbursements  for  common  area maintenance ("CAM") of $393, or 17.7%.
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 77.7% in 2002 and 75.4% in 2001. This increase in the recovery
percentage  is due to the three acquisitions in 2002 and 2001. Tenant allowances
decreased  $9,  or  16.8%,  from  2001 and represented only 0.3% of total rental
income  in  2002.

     Interest  income  decreased $12, or 7.1%, due to a decrease in the interest
rate  from  3.67%  in  2001  to  1.76%  in  2002.

     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 $972, or 14.2%, to $7,810 in 2002 due to increases
in  operating  expenses  of rental properties of $447, interest expense of $272,
depreciation  of  $149,  amortization  of  debt  costs  of  $6  and  general and
administrative  expenses  of  $98.

                                       10
<PAGE>
     Operating expenses of rental properties increased $447, or 14.4%, to $3,547
in  2002. This increase was partially due to an increase of real estate taxes of
$220,  or  18.9%,  over 2001 as a result of increased property values. Insurance
costs  increased  by  $169, or 99.8%, over 2001 due to a significant increase in
premiums  as  result  of the insurance market environment. The Company amortizes
lease  fees  that are capitalized and the amortization expense increased $32, or
23.5%,  in  2002  due to increased leasing activity in 2001. Tenant reimbursable
operating  expenses  increased  $12,  or  1.1%,  primarily due to higher general
operating  and  maintenance.  Overall,  the  operating  expenses  of  properties
increased due to core portfolio operating expenses increasing $70, or 2.1%, over
2001  and the three properties acquired during 2002 and 2001 increasing expenses
$392.  These  increases  were  partially offset by a decrease in expenses of $36
from  the  sales  of  two  properties  during  2001.

    Interest  expense  increased  $272,  or  20.7%,  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 $149, or 7.7%, 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 $6, primarily due to a mortgage note
assumed  in  2002  and  a  mortgage  note  obtained  in  2001.

     General  and  administrative  expenses  increased $98, or 19.8%, to $592 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 4.5% and 4.1% for
2002  and  2001,  respectively.

     Gain  on  sales  of  properties decreased $1,108 due to no properties being
sold  in  2002  as  compared  to  two  properties that were in  2001.

Net  Earnings
     Net  earnings  decreased $1,117, or 17.6%, to $5,214 in 2002 from $6,331 in
2001.  This  decrease was attributable to no gains on sale of properties in 2002
and  higher operating expenses of the properties. These increased were offset by
an  increase  in  revenues  primarily from the increase in base rents per square
foot  and  the  acquisition  of  three  properties.

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 notes payments and
certain  capital  improvements  on  LP's  properties.  Net  cash  from operating
activities  was  $7,272  in  2002  as compared to $7,147 in 2001, an increase of
1.7%.  The  increase in cash flow for 2002 is due to property sales occurring in
2001  decreasing  operating  cash  flows  and  no  such  sales occurred in 2002.
Distributions  to  OP Unit holders, including the Company and IRTMC, during 2002
and  2001  were $6,821 and $5,655, respectively. Mortgage principal payments for
2002  and  2001  were  $386  and  $315.  Total capital expenditures on operating
properties  were  $1,102  and  $380,  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 used in investing activities
was  $3,058  in  2002 as compared to $1,724 in 2001, an increase of $1,334. This
increase  in cash used in investing activities was due to a property acquisition
in  2002  of  $1,946.


                                       11
<PAGE>
     Net  cash  used  in  financing  activities decreased to $4,076 in 2002 from
$11,736  in  2001, a decrease of $7,660. This decrease in cash used in financing
activities was due to advances to the Company of $21,079 in 2001, as compared to
no  advances  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 June 30, 2002, LP had $41,879 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  June  30,  2002  are  as  follows:

<TABLE>
<CAPTION>


                     Scheduled         Balloon
                    Amortization       Payments      Total
                    -------------    -----------   ----------
<S>                 <C>            <C>        <C>
2002 . . . . . . .  $         346    $       -        $   346
2003 . . . . . . .            740            -            740
2004 . . . . . . .            801            -            801
2005 . . . . . . .            872            -            872
2006 . . . . . . .            814        4,797          5,611
    Thereafter . .          6,306       25,964         32,270
                    -------------    -----------    ---------
                           $9,879    $  30,761      $  40,640
                    =============    ===========
Interest Premium                                        1,239
                                                    ---------
                                                      $41,879
                                                   ==========
</TABLE>

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.

                                       12
<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.

          Not  applicable.

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

          (a)     Exhibits.

          3.1  Certificate  of  Limited  Partnership  of  IRT  Partners,  L.P.
               (incorporated by reference to Exhibit 3.1 to the Form 10-Q of IRT
               Partners,  L.P.  for the quarter ended March 31, 2001, Commission
               File  No.  1-7859).

          3.2  Agreement  of  Limited  Partnership  of  IRT  Partners, L.P., and
               Amendment  No.  1  thereto  (incorporated by reference to Exhibit
               99.2  to  the  Current Report on Form 8-K of IRT Property Company
               filed  on  September  15,  1998,  Commission  File  No.  1-7859).

          4.1  Supplemental  Indenture  No.  3,  dated September 9, 1998, by and
               between  IRT  Property  Company,  IRT Partners, L.P. and SunTrust
               Bank,  Atlanta,  as Trustee, to the Indenture between the Company
               and  the  Trustee,  dated  November  9,  1995  (incorporated  by
               reference to Exhibit 4.1 to the Current Report on Form 8-K of IRT
               Property Company filed on September 15, 1998, Commission File No.
               1-7859).

          4.2  Indenture,  dated  September 9, 1998, by and between IRT Property
               Company  and  SunTrust  Bank,  Atlanta,  as  Trustee, relating to
               senior  debt securities (incorporated by reference to Exhibit 4.2
               to  the  Current Report on Form 8-K of IRT Property Company filed
               on  September  15,  1998,  Commission  File  No.  1-7859).

                                       13
<PAGE>
          4.3  Supplemental  Indenture  No.  1,  dated September 9, 1998, by and
               between  IRT  Property  Company,  IRT Partners, L.P. and SunTrust
               Bank,  Atlanta,  as Trustee, to the Indenture between the Company
               and the Trustee, dated September 9, 1998, relating to senior debt
               securities (which Indenture is referred to as Exhibit 4.2 hereto)
               (incorporated  by  reference to Exhibit 4.3 to the Current Report
               on  Form 8-K of IRT Property Company filed on September 15, 1998,
               Commission  File  No.  1-7859).

          4.4  Indenture,  dated  September 9, 1998, by and between IRT Property
               Company  and  SunTrust  Bank,  Atlanta,  as  Trustee, relating to
               subordinated  debt  securities  (incorporated  by  reference  to
               Exhibit  4.4  to  the  Current Report on Form 8-K of IRT Property
               Company filed on September 15, 1998, Commission File No. 1-7859).

          99.1 Certification  of  Chief  Executive  Officer.

          99.2 Certification  of  Chief  Financial  Officer.

          (b)  Reports  on  Form  8-K.

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

                                       14
<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:     August 14, 2002         /s/  Thomas  H.  McAuley
-----     --------------          ------------------------
                                  Thomas  H.  McAuley
                                  President  & Chief  Executive Officer


Date:     August 14, 2002         /s/  James  G.  Levy
-----     --------------          --------------------
                                  James  G.  Levy
                                  Executive  Vice  President  &
                                  Chief  Financial  Officer
                                       15
<PAGE>