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     March 31, 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.

                                       BALANCE SHEETS
                            (IN THOUSANDS, EXCEPT UNIT AMOUNTS)


                                                                 March 31,    December 31,
                                                                   2002           2001
                                                               ------------  --------------
<S>                                                            <C>           <C>
                                                                (Unaudited)
ASSETS
     Rental properties                                         $   179,593   $     172,770
     Accumulated depreciation                                      (28,181)        (27,145)
                                                               ------------  --------------
          Net rental properties                                    151,412         145,625

     Cash and cash equivalents                                         630             500
     Advances to affiliate, net                                     17,648          18,149
     Prepaid expenses and other assets                               3,030           2,599
                                                               ------------  --------------

          Total assets                                         $   172,720   $     166,873
                                                               ============  ==============

LIABILITIES & PARTNERS' CAPITAL
Liabilities:
     Mortgage notes payable, net                               $    42,074   $      37,464
     Accrued expenses and other liabilities                          2,155           2,154
                                                               ------------  --------------

          Total liabilities                                         44,229          39,618

Limited partners' capital interest (815,852 OP Units in 2002
     and 2001, respectively) at redemption value                     9,423           8,648

Commitments and contingencies  (Note 6)

Partners' capital:
     General partner (145,999 and 144,229 OP Units
          in 2002 and 2001, respectively)                            1,282           1,269

     Limited partner (13,637,773 and 13,462,596 OP Units
          in 2002 and 2001, respectively)                          117,786         117,338
                                                               ------------  --------------


          Total partners' capital                                  119,068         118,607
                                                               ------------  --------------

          Total liabilities and partners' capital              $   172,720   $     166,873
                                                               ============  ==============
</TABLE>


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

                                        3
<PAGE>
<TABLE>
<CAPTION>
                               IRT PARTNERS, L.P.

                             STATEMENTS OF EARNINGS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                            Three Months Ended
                                                 March 31,
                                              --------------

                                                2002    2001
                                              ------  ------
<S>                                           <C>     <C>
Revenues:
     Income from rental properties            $6,391  $5,740
     Gain on sale of outparcel                     -     293
     Interest income from affiliate               79       -
                                              ------  ------

          Total revenues                       6,470   6,033
                                              ------  ------

Expenses:
     Operating expenses of rental properties   1,712   1,551
     Interest on mortgages                       766     603
     Depreciation                              1,036     960
     Amortization of debt costs                    4       -
     General and administrative                  272     241
     Interest due to affiliate                     -      19
                                              ------  ------

          Total expenses                       3,790   3,374
                                              ------  ------

          Net earnings                        $2,680  $2,659
                                              ======  ======

</TABLE>

        The accompanying notes are an integral part of these statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
                                       IRT PARTNERS, L.P.

                                    STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                          (UNAUDITED)
                                         (IN THOUSANDS)
                                                                            Three Months Ended
                                                                                March 31,
                                                                            -------------------

                                                                              2002      2001
                                                                            --------  ---------
<S>                                                                         <C>       <C>
Cash flows from operating activities:
  Net earnings                                                              $ 2,680   $  2,659
  Adjustments to reconcile earnings to net cash from operating activities:
     Depreciation                                                             1,036        960
     Gain on sale of outparcel                                                    -       (293)
     Straight line rent adjustment                                              (59)       (38)
     Amortization of debt costs and discounts                                     4          -
     Changes in assets and liabilities:
       Increase in prepaid expenses and other assets                           (321)        38
       Increase (decrease) in accrued expenses and other liabilities              1        326
                                                                            --------  ---------

Net cash flows from operating activities                                      3,341      3,652
                                                                            --------  ---------

Cash flows (used in) from investing activities:
  Additions to operating properties, net                                     (2,022)       (95)
  Proceeds from sale of outparcel, net                                            -        348
                                                                            --------  ---------

Net cash flows (used in) from investing activities                           (2,022)       253
                                                                            --------  ---------

Cash flows used in financing activities:
  Issuance of units for cash                                                  1,946          -
  Distributions paid, net                                                    (3,390)    (2,727)
  Collection of advances to affiliate, net                                      502          -
  Advances to affiliate, net                                                      -     (7,647)
  Principal amortization of mortgage notes payable                             (191)      (154)
  Payment of deferred financing costs                                           (56)       (15)
                                                                            --------  ---------

Net cash flows used in financing activities                                  (1,189)   (10,543)
                                                                            --------  ---------

Net increase (decrease) in cash and cash equivalents                            130     (6,638)

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

Cash and cash equivalents at end of period                                  $   630   $      5
                                                                            ========  =========

Supplemental disclosures of cash flow information:
  Total cash paid for interest                                              $   734   $    604
                                                                            ========  =========

Non-cash transaction:
     Assumption of mortgage in connection with acquisition                  $ 4,800   $      -
                                                                            ========  =========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                        5
<PAGE>
                                IRT PARTNERS L.P.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001
                   (DOLLARS IN THOUSANDS, EXCEPT UNIT AMOUNTS)


1.  Unaudited  Financial  Statements

     These  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
March  31,  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  March  31,  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  March 31, 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>
 2/19/02  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  March  31, 2002, LP had advances to the Company of $17,648. During 2002, the
Company  paid  LP  approximately  $79  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 March 31, 2002,
IRT  and  IRTMC  owned  approximately  1%  and  93.4%,  respectively,  of  LP.

     At  March 31, 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 three months ended March 31,
2002  and  for  the  year  ended  December  31,  2001:

<TABLE>
<CAPTION>


                         % OF GLA                   % OF RENTAL INCOME
                -------------------------  ---------------------------------
                MARCH 31,   DECEMBER 31,        MARCH 31,       DECEMBER 31,
                   2002         2001              2002              2001
                ----------  -------------  -------------------  -------------
<S>             <C>         <C>            <C>                  <C>
North Carolina       45.1%          45.2%                32.9%          34.4%
Florida              38.8%          38.8%                51.2%          49.9%
Tennessee            14.2%          14.2%                12.5%          11.9%
Georgia               1.8%           1.8%                 3.4%           3.8%
                ----------  -------------  -------------------  -------------

                     99.9%         100.0%               100.0%         100.0%
                ==========  =============  ===================  =============
</TABLE>

CRITICAL  ACCOUNTING  POLICIES

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

                                        8
<PAGE>
     Additional  discussion  of  accounting  policies  that  we  consider  to be
significant,  including  further  discussion of the critical accounting policies
described below, are included in the notes to the financial statements in Item 1
of  this  report.

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

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

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

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

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

                                        9
<PAGE>
RESULTS  OF  OPERATIONS

COMPARISON  OF  THE  THREE MONTHS ENDED MARCH 31, 2002 TO THE THREE MONTHS ENDED
MARCH  31,  2001

Revenues
     Total  revenues increased $437, or 7.2%, to $6,470 in 2002 primarily due to
an increase in income from rental properties of $651 and an increase in interest
income  of  $79, which were partially offset by a decrease in the gain on a sale
of  an  outparcel  of  $293.

     Income  from rental properties increased $651, or 11.3%, to $6,391 in 2002.
Included  in  income from rental properties is minimum rent, percentage rent and
other  rental income. Minimum rents increased $381, or 8.6%, primarily due to an
increase in rental rates per square foot from $7.94 in 2001 to $7.96 in 2002 and
the core portfolio of properties contributing $226, or an increase of 4.1%, 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  $631 due to one property acquired in 2002 and two properties acquired
in 2001, which was partially offset by a $205 decrease in income attributable to
the  sale  of  two  properties in 2001. Percentage rent, based on tenant's gross
sales exceeding specified amounts, decreased $37, or 17.3%, to $179 for 2002 due
to  the  two  disposed  properties.  Other  rental  income  such  as  tenant
reimbursements,  tenant  allowances  (bad  debt reserves) and lease cancellation
fees, increased $308, or 28.1%, to $1,405. This increase was partially due to an
increase  in  tenant reimbursements for common area maintenance ("CAM") of $199,
or  17.9%.  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 80.6% in 2002 and 74.9% in 2001. This increase
in  the  recovery percentage is due to the three acquisitions. Tenant allowances
decreased  $14,  or  36.9%,  from 2001 and represented only 0.4% of total rental
income  in  2002.

     Interest  income  increased $79 in 2002 from none in 2001. The increase was
due to interest charged on advances to the Company during 2002 as compared to LP
borrowing  from  the  Company  in  2001 resulting in interest due from LP to the
Company  of  $19.

     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 sale occurred in 2002.

Expenses
     Total expenses increased $416, or 12.3%, to $3,790 in 2002 due to increases
in  operating  expenses  of rental properties of $161, interest expense of $163,
depreciation  of  $76,  amortization  of  debt  costs  of  $4  and  general  and
administrative  expenses  of  $31.  These  increases  were partially offset by a
decrease  in  interest  due  to  affiliates  of  $19.

     Operating expenses of rental properties increased $161, or 10.4%, to $1,712
in  2002. This increase was partially due to an increase of real estate taxes of
$115,  or  20.1%,  over 2001 as a result of increased property values. Insurance
costs  increased  by  $86,  or  102.3%,  over  2001 due to a general increase in
premiums.  The  Company  amortizes  lease  fees  that  are  capitalized  and the
amortization  expense  increased $21, or 32.7%, in 2002 due to increased leasing
activity in 2001. Tenant reimbursable operating expenses decreased $44, or 7.9%,
primarily  due  to  lower operating and maintenance costs in connection with the
two  disposed  properties  during  2001.  Overall,  the  operating  expenses  of
properties  increased due to core portfolio operating expenses increasing $7, or
0.5%,  over  2001  and  the  three  properties  acquired  during  2002  and 2001
increasing expenses $189. These increases were partially offset by a decrease in
expenses  of  $36  from  the  sales  of  two  properties  during  2001.

    Interest  expense  increased  $163,  or  27.0%,  in  2002 primarily due to a
mortgage  note  obtained in 2001 and assumption of a mortgage note in connection
with  the  acquisition  in  2002.

                                       10
<PAGE>
     The  net  increase of $76, or 7.9%, 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 $4, primarily due to a mortgage note
assumed  in  2002  and  a  mortgage  note  obtained  in  2001.

     General  and  administrative  expenses  increased $31, or 12.9%, to $272 in
2002.  This  increase relates to an increase in expenses of the Company that are
allocated  to  LP.  Total general and administrative expenses as a percentage of
total  revenues  were  4.2%  and  4.0%  for  2002  and  2001,  respectively.

Net  Earnings
     Net earnings increased $21, or 0.8%, to $2,680 in 2002 from $2,659 in 2001.
This  increase  was  attributable  to an increase in revenues primarily from the
increase  in base rents per square foot and the acquisition of three properties.
These  increases  were  partially  offset  by  higher  operating expenses of the
properties  and  higher  general  and  administrative  expenses.

COMPARISON  OF  THE  THREE MONTHS ENDED MARCH 31, 2001 TO THE THREE MONTHS ENDED
MARCH  31,  2000

Revenues
     Total  revenues  increased $823, or 15.8%, to $6,033 in 2001. This increase
is  due  to a $655 increase in income in rental properties and a gain on sale of
an  outparcel  of $293. These increases were partially offset by a $124 decrease
in  interest  income  from  affiliates.

     Income  from rental properties increased $655, or 12.9%, to $5,740 in 2001.
Included  in  income from rental properties is minimum rent, percentage rent and
other  rental  income.  Minimum rents increased $379, or 9.4%, primarily from an
increase in rental rates per square foot from $7.75 in 2000 to $7.84 in 2001 and
the  increase  in  income  of  $457 related to the acquisitions of a property in
2000.  Percentage  rent,  based  on  tenant's  gross  sales  exceeding specified
amounts,  increased $75, or 52.6%, to $216 for 2001. Other rental income such as
tenant  reimbursements, tenant allowances and lease cancellation fees, increased
$201,  or  22.4%,  to  $1,097  in  2001.  This  increase was partially due to an
increase  in  tenant reimbursements for CAM of $181, or 19.5%. 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 2001 and 74.2% in 2000. This increase in the recovery percentage is due
to  the  acquisition  of  a  property  in  2000 as well as an increase in tenant
reimbursement  expenses  from 2000 to 2001. Tenant allowances decreased $11 from
2000  due  to several closed tenants. Tenant allowances represented only 0.7% of
rental  income in 2001. Overall, the core portfolio's income increased from 2000
to  2001  by  $198,  or  3.9%.

     Interest  income  decreased  $125, or 100.0%, to none in 2001. The decrease
was  due  to  interest on advances to the Company which did not occur in 2001 as
compared  to  2000.

                                       11
<PAGE>
Expenses
     Total expenses increased $391, or 13.1%, to $3,374 in 2001 due to increases
in operating expenses of rental properties of $245, depreciation of $87, general
and  administrative  expenses of $52 and interest due to affiliate of $19. These
increases  were  offset  by  a  decrease  in  interest  expense  of  $12.

     Operating expenses of rental properties increased $245, or 18.8%, to $1,551
in  2001.  This  increase  was primarily due to an increase in property taxes of
$65,  or  12.8%,  and  an  increase  in tenant reimbursement expenses of $91, or
19.5%.  These  increases were primarily due to the acquisition in 2000. Overall,
the  operating expenses of rental properties increased due to the core portfolio
operating  expenses  increasing  $87,  or  6.7%,  over  2000  and due to the two
properties  acquired  during  1999  increasing expenses by $158 over 2000. These
increases  were partially offset by a decrease in expenses of $93 from the sales
of  three  properties  during  2000.

     Interest  expense decreased $12, or 2.0%, in 2001 due to recurring mortgage
amortization.

     The  net increase of $87, or 10.0%, in depreciation expense in 2001 was due
to  the  acquisition  of  a  shopping  center  in  2000.

     General  and  administrative  expenses  increased $52, or 27.5%, to $241 in
2001  primarily due to an increase in operating expenses of the Company that are
allocated  to  LP.

Net  Earnings
     Net  earnings  increased  $432,  or 19.4%, to $2,659 in 2001 from $2,227 in
2000.  The  increase  was  attributable  to  an  increase  in income from rental
properties  and  a  gain  on  the  sale  of an outparcel, partially offset by an
increase  in  operating  expenses  and  general  and  administrative  expenses.

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  $3,341  in  2002  as compared to $3,652 in 2001, an decrease of
8.5%.  The  decrease  in  cash  flow  is  due to an increase in prepaid expenses
relating  to  the  property  acquired  in 2002. Distributions to OP Unit holders
during  2002  and  2001 were $3,390 and $2,727, respectively. Mortgage principal
payments  for  2002  and  2001 were $191 and $154. Total capital expenditures on
operating  properties  were  $76  and  $95,  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. Net
cash  used  in  investing  activities was $2,022 in 2002 as compared to net cash
provided  by  investing  activities of $253 in 2001, an increase of $2,275. This
increase  in cash used in investing activities was due to a property acquisition
in  2002  of  $1,946.

                                       12
<PAGE>
     Net  cash  used  in  financing  activities decreased to $1,189 in 2002 from
$10,543  in  2001, a decrease of $9,354. This decrease in cash used in financing
activities  was due to advances to the Company of $7,647 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 March 31, 2002, LP had $42,074 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, 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 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  December  31,  2001  are  as  follows:

<TABLE>
<CAPTION>
                    Scheduled     Balloon
                  Amortization   Payments    Total
                  -------------  ---------  -------
<S>               <C>            <C>        <C>
2002                        485          -      485
2003                        740          -      740
2004                        801          -      801
2005                        872          -      872
2006                        814      4,797    5,611
  Thereafter              6,306     25,964   32,270
                  -------------  ---------  -------
                  $      10,018  $ 274,331  $40,779
                  =============  =========
Interest Premium                              1,295
                                            -------
                                            $42,074
                                            =======

</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.

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.

                                       13
<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).

                                       14
<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).


         (b)   Reports  on  Form  8-K.

               No  reports  on  Form  8-K  were  filed by LP during  the quarter
               ended  March  31,  2002.

                                       15
<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:     May  15,  2002          /s/  Thomas  H.  McAuley
-----     --------------          ------------------------
                                           Thomas  H.  McAuley
                                           President  & Chief  Executive Officer


Date:     May  15,  2002          /s/  James  G.  Levy
-----     --------------          --------------------
                                           James  G.  Levy
                                           Executive  Vice  President  &
                                           Chief  Financial  Officer


                                       16
<PAGE>