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

                                  FORM 10-Q

Quarterly  Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934


For the  Quarterly  Period  Ended:  June  30,  Commission File Number: 0-20707
1997


                     COLONIAL REALTY LIMITED PARTNERSHIP
            (Exact name of registrant as specified in its charter)



                Alabama                               63-1098468
        (State of organization)                      (IRS Employer
                                                Identification Number)

        2101 Sixth Avenue North                          35203
               Suite 750                              (Zip Code)
          Birmingham, Alabama
(Address of principal executive offices)

                                (205) 250-8700
             (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 ___







                                     
<PAGE>


                     COLONIAL REALTY LIMITED PARTNERSHIP

                              INDEX TO FORM 10-Q


                                                                            Page

PART I:  FINANCIAL INFORMATION

      Item 1.  Financial Statements (Unaudited)

               Consolidated Condensed Balance Sheets as of
               June 30, 1997 and December 31, 1996                         3

               Consolidated Condensed Statements of Income for the
               Three  Months and for the Six Months  Ended June 30, 1997   4
and 1996

               Consolidated Condensed Statements of Cash Flows
               for the Six Months Ended June 30, 1997 and 1996             5

               Notes to Consolidated Condensed Financial Statements        6

               Report of Independent Accountants                           9

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

PART II:  OTHER INFORMATION


      Item 2.  Changes in Securities                                       13

      Item 6.  Exhibits and Reports on Form 8-K                            13

SIGNATURES                                                                 14

EXHIBITS                                                                   15





                                     Page 2
<PAGE>
<TABLE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)
                             --------------------
<CAPTION>



                                                  June 30, 1997
                                                   (Unaudited)              December 31, 1996
                                                 --------------------   -----------------------
<S>                                             <C>                      <C>  
ASSETS

Land, buildings, and equipment, net             $            998,546     $         801,798
Undeveloped land and construction in progress                 77,889               113,689
Cash and equivalents                                           2,931                 3,340
Restricted cash                                                2,593                 2,450
Accounts receivable, net                                       4,721                 4,779
Prepaid expenses                                               2,551                 4,468
Notes receivable                                                 610                   584   
Deferred debt and lease costs, net                             6,696                 6,288
Investments                                                    5,132                 5,028
Other assets                                                   5,679                 5,523
                                                ---------------------   -------------------

                                                $          1,107,348    $          947,947
                                                =====================   ===================


LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                     $            619,622    $          506,435
Accounts payable                                              13,655                17,424
Accrued interest                                               6,529                 5,465
Accrued expenses                                               7,810                 1,585
Tenant deposits                                                3,306                 2,926
Unearned rent                                                    956                   924
                                                ---------------------   -------------------

     Total liabilities                                       651,877               534,759
                                                ---------------------   -------------------

Minority interest in consolidated
     operating property                                        3,254                   -0-
                                                ---------------------   -------------------

Redeemable units, at redemption value                        250,561               256,098
                                                ---------------------   -------------------

Partners' capital                                            201,656               157,090
                                                ---------------------   -------------------

                                                 $         1,107,348    $          947,947
                                                =====================   ===================

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


                                     Page 3
<PAGE>
<TABLE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per unit data)
                               ---------------------
<CAPTION>


                                                  Three Months Ended               Six Months Ended
                                                       June 30,                         June 30,
                                            --------------------------------    --------------------------------
                                                   1997              1996                1997           1996
                                            --------------------------------    --------------------------------

<S>                                           <C>             <C>                  <C>            <C>
 Revenue:
      Base rent                               $     36,100    $     27,764         $     69,760   $     53,507
      Percentage rent                                  370             395                  692            659
      Tenant recoveries                              3,785           2,344                7,205          4,565
      Other                                          2,568           1,321                4,336          2,700
                                            -------------------------------     -------------------------------

          Total revenue                             42,823          31,824               81,993         61,431
                                            -------------------------------     -------------------------------

 Property operating expenses:
      General operating expenses                     2,949           2,191                5,617          4,542
      Salaries and benefits                          2,413           2,275                4,687          4,128
      Repairs and maintenance                        4,444           3,320                8,024          6,147
      Taxes, licenses, and insurance                 3,816           2,863                7,434          5,534
 General and administrative                          1,551             727                2,764          1,565
 Depreciation                                        7,385           5,254               14,054         10,002
 Amortization                                          371             443                  725            990
                                            -------------------------------     -------------------------------

          Total operating expenses                  22,929          17,073               43,305         32,908
                                            -------------------------------     -------------------------------

          Income from operations                    19,894          14,751               38,688         28,523
                                            -------------------------------     -------------------------------

 Other income (expense):
      Interest expense                              (9,374)         (5,141)             (17,862)       (10,231)
      Income from partnerships                         170             185                  360            318
      Gains (losses) from sales of property             -0-             15                   (1)            15
      Minority interest in consolidated
          operating property                           (58)            -0-                 (114)            -0-
                                            -------------------------------     -------------------------------
          Total other expense                       (9,262)         (4,941)             (17,617)        (9,898)
                                            -------------------------------     -------------------------------

 Income before extraordinary item                   10,632           9,810               21,071         18,625
 Extraordinary loss from early
     extinguishment of debt                            (97)           (159)                (481)          (478)
                                            -------------------------------     -------------------------------

          Net income                          $     10,535    $      9,651         $     20,590   $     18,147
                                            ===============================     ===============================

 Net income per share                         $       0.38    $       0.37         $       0.75   $       0.72
                                            ===============================     ===============================

 Weighted average common shares outstanding         27,724          25,972               27,420         25,321
                                            ===============================     ===============================
<FN>
 The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


                                     Page 4
<PAGE>
<TABLE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                               -------------------
<CAPTION>

                                                                                        Six Months Ended
                                                                                            June 30,
                                                                   --------------------------------------------------
                                                                            1997                       1996
                                                                   -----------------------    -----------------------

<S>                                                                      <C>                        <C>
 Cash flows from operating activities:
      Net  income                                                        $         20,590           $         18,147
      Adjustments to reconcile net income to net cash provided
          by operating activities:
          Depreciation and amortization                                            14,779                     10,992
          (Income) loss from subsidiaries                                            (360)                      (318)
          Minority interest in income of property partnership                         114                        -0-
          Other                                                                       787                          9

      Decrease (increase) in:
          Restricted cash                                                           (143)                       (89)
          Accounts receivable                                                        106                        759
          Prepaid expenses                                                           698                        308
          Other assets                                                              (468)                      (474)
      Increase (decrease) in:
          Accounts payable                                                        (3,769)                      2,154
          Accrued interest                                                          1,063                       (133)
          Accrued expenses and other                                                2,589                      4,355
                                                                   -----------------------    -----------------------
              Net cash provided by operating activities                            35,986                     35,710
                                                                   -----------------------    -----------------------

 Cash flows from investing activities:
      Acquisition of properties                                                  (83,412)                   (34,856)
      Development expenditures                                                   (52,466)                   (48,060)
      Tenant improvements                                                           (784)                      (326)
      Capital expenditures                                                        (4,609)                    (2,579)
      Proceeds from sales of property                                                 -0-                        15
      Distributions from subsidiaries                                                392                        139
      Capital contributions to subsidiaries                                         (197)                        (3)
                                                                   -----------------------    -----------------------
              Net cash used in investing activities                             (141,076)                   (85,670)
                                                                   -----------------------    -----------------------

 Cash flows from financing activities:
      Principal reductions of debt                                                (32,397)                   (35,919)
      Proceeds from additional borrowings                                          50,000                        500
      Net change in revolving credit balances                                      72,943                      6,257
      Cash contributions                                                           44,450                    106,943 
      Capital distributions                                                       (28,813)                   (25,784)
      Payment of mortgage financing cost                                           (1,021)                    (1,804)
      Other, net                                                                     (481)                       -0-
                                                                   -----------------------    -----------------------
              Net cash provided by financing activities                           104,681                     50,193
                                                                   -----------------------    -----------------------
              Increase (decrease) in cash and equivalents                            (409)                       233
 Cash and equivalents, beginning of period                                          3,340                      1,585
                                                                   -----------------------    -----------------------
 Cash and equivalents, end of period                                    $           2,931          $           1,818
                                                                   =======================    =======================

<FN>
 The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                                     Page 5
<PAGE>


                     COLONIAL REALTY LIMITED PARTNERSHIP
                            NOTES TO CONSOLIDATED
                        CONDENSED FINANCIAL STATEMENTS
                                June 30, 1997
                                 (Unaudited)

Note 1 -- Basis of Presentation
     Colonial Realty Limited Partnership  ("CRLP") is the operating  partnership
of Colonial Properties Trust (the "Company"),  an Alabama real estate investment
trust whose shares are traded on the New York Stock Exchange.  The  accompanying
unaudited consolidated condensed financial statements of CRLP have been prepared
by management in accordance with generally  accepted  accounting  principles for
interim financial reporting and in conjunction with the rules and regulations of
the  Securities  and  Exchange  Commission.  In the opinion of  management,  all
adjustments  considered  necessary for a fair  presentation  have been included.
These financial  statements  should be read in conjunction  with the information
included  in CRLP's  Annual  Report as filed with the  Securities  and  Exchange
Commission  on Form 10-K for the year  ended  December  31,  1996,  and with the
information  filed with the Securities and Exchange  Commission on Form 10-Q for
the quarter  ended March 31, 1997.  The  December  31, 1996  balance  sheet data
presented  herein was derived from  audited  financial  statements  but does not
include all disclosures required by generally accepted accounting principles.

      In  February  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS
128). SFAS 128 supersedes  existing  generally  accepted  accounting  principles
relative to the calculation of earnings per share (unit), is effective for years
ending after  December 15, 1997,  and requires  restatement  of all prior period
earnings  per  share  (unit)  information  upon  adoption.  Generally,  SFAS 128
requires a  calculation  of basic  earnings per share  (unit),  which takes into
consideration  income (loss) available to common shareholders  (unitholders) and
the  weighted  average  of  common  shares  (units)  outstanding.  SFAS 128 also
requires the  calculation  of a diluted  earnings per share (unit),  which takes
into account the impact of all additional  common shares (units) that would have
been  outstanding if all dilutive  potential  common shares (units)  relating to
options,  warrants, and convertible securities had been issued, as long as their
effect is dilutive,  with a related  adjustment  of income  available for common
shareholders (unitholders),  as appropriate. SFAS 128 requires dual presentation
of basic and diluted  earnings per share (unit) on the face of the  statement of
operations and requires a reconciliation of the numerator and denominator of the
basic earnings per share (unit) computation.  CRLP does not expect the effect of
its adoption of SFAS 128 to be material to the financial statements.

     In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income,
which  requires  the  reporting  and  display  of  comprehensive  income and its
components in an entity's financial  statements,  and SFAS No. 131,  Disclosures
about Segments of an Enterprise and Related Information, which specifies revised
guidelines for determining an entity's operating segments and the type and level
of  financial  information  to be  included.  CRLP is  required  to adopt  these
statements in fiscal year 1999.  The impact of these  pronouncements  on CRLP is
currently being evaluated.

Note 2 -- Acquisitions
      On April 1, 1997,  CRLP  acquired a multifamily  community in  Birmingham,
Alabama.  The $20.5 million  purchase price was financed through the issuance of
57,072 units of limited  partnership  interest ("Units") valued at $1.6 million,
and an advance on CRLP's  unsecured line of credit.  The community was purchased
from a partnership  whose  partners  included a director of Colonial  Properties
Holding Company, Inc.


                                     Page 6
<PAGE>

      On May 1, 1997, CRLP acquired the remaining 62.5% outside interests in two
multistory  office  buildings  in  Birmingham,  Alabama.  The  purchase of these
outside  interests  increased  CRLP's  ownership  from a 37.5%  interest to 100%
ownership in the two buildings.  At the same time,  CRLP sold its 25.0% interest
in a building in the same office complex to an unaffiliated  party. As a part of
the  acquisition  of these  outside  interests,  CRLP assumed a mortgage  with a
balance of $2.0 million which bears interest at 8.65%. CRLP received $39,000 net
cash as a result of these transactions.

      On May 13, 1997,  CRLP acquired an enclosed mall in  Birmingham,  Alabama,
for a purchase price of $32.5 million.  CRLP funded the acquisition  through the
exchange of two multifamily properties in Florida with a carrying value of $14.0
million and an advance on CRLP's unsecured line of credit.

      On May 22, 1997, CRLP acquired an office park comprised of two three-story
brick and glass  multi-tenant  buildings in  Huntsville,  Alabama.  The purchase
price of $8.8  million  was  funded by an advance  on CRLP's  unsecured  line of
credit.

      On  June  26,  1997,  CRLP  acquired  an  office  park  comprised  of five
multi-tenant  buildings in  Huntsville,  Alabama.  The  purchase  price of $15.0
million was funded  through  the  exchange  of an  existing  office  property in
Alabama  valued at $1.8  million  and an  advance  on CRLP's  unsecured  line of
credit.

      On July 11,  1997,  CRLP  acquired  a  multifamily  community  in  Athens,
Georgia.  The property was acquired for a purchase  price of $12.8 million which
was financed through the issuance of 27,275 limited  partnership units valued at
$.8 million and an advance on CRLP's unsecured line of credit. The community was
purchased  from a  corporation  whose  shareholders  include  two  directors  of
Colonial Properties Holding Company, Inc.

      On July 14, 1997,  CRLP  acquired a  multifamily  community in  Pensacola,
Florida.  The property was acquired for a purchase  price of $10.5 million which
was financed through the issuance of 35,522 limited  partnership units valued at
$1.0 million and an advance on CRLP's unsecured line of credit.

      On July 31,  1997,  the Company  merged a portion of the assets of Johnson
Development  Company,  LLC, which included the six existing office  buildings at
the Mansell 400  Business  Center in Atlanta,  Georgia.  The total  transaction,
which was valued at $48.5  million,  was funded  through the issuance of 540,235
limited  partnership  units in Colonial  Realty Limited  Partnership,  valued at
$15.7  million,  the  assumption of mortgage  debt totaling  $31.7 million which
bears  interest at a weighted  average  rate of 8.42%,  and an advance  from the
Company's unsecured line of credit. As a result of this transaction, the seller,
William M.  Johnson,  was elected as a director of Colonial  Properties  Holding
Company, Inc.

Note 3 -- Increase in Revolving Credit Agreement
      On July  10,  1997,  CRLP  increased  the  borrowing  capacity  under  its
unsecured line of credit from $125 million to $200 million. The credit facility,
which is used by CRLP  primarily  to finance  additional  property  investments,
bears  interest at a rate ranging  between 100 and 150 basis points above LIBOR.
The credit  facility is renewable  annually in July with approval of all parties
involved and provides for a two-year amortization in the event of non-renewal.


                                     Page 7
<PAGE>

Note 4 -- Public Offerings of Securities
      On July  25,  1997,  CRLP  completed  a $75  million  public  offering  of
unsecured medium term notes.  The securities,  which mature in July 2004, bear a
coupon  rate of 6.96%,  which  equates to a spread of 75 basis  points  over the
seven-year  Treasury.  CRLP used the net  proceeds  of the  offering  to repay a
portion of the outstanding balance on its unsecured line of credit.

      On July 30, 1997, the Company  completed a public  offering of 1.7 million
shares of the  Company's  common  stock at $30.9375  per share.  The  offering's
underwriter has a 30-day option to purchase an additional  255,000 common shares
to  cover  over  allotments.   The  net  proceeds  to  the  Company,  after  the
underwriter's  discount and minimal offering expenses,  were approximately $49.7
million before giving effect to the exercise of the over allotment  option.  The
net  proceeds  of the  offering  were  contributed  to CRLP.  CRLP  used the net
proceeds of the  offering to repay a portion of the  outstanding  balance on its
unsecured line of credit.

     On  August 6,  1997,  CRLP  completed  a $25  million  public  offering  of
unsecured medium term notes. The securities, which mature in August 2005, bear a
coupon  rate of 6.96%,  which  equates to a spread of 80 basis  points  over the
eight-year  Treasury.  CRLP  used the net  proceeds  to repay a  portion  of the
outstanding  balance on its unsecured line of credit.  Subsequent to the receipt
and  application of the proceeds from this offering the  outstanding  balance on
CRLP's $200 million unsecured line of credit was approximately $39.7 million.

Note 5 -- Distribution
      On July 24, 1997, a cash  distribution was declared to partners of CRLP in
the amount of $0.52 per unit, totaling $15.3 million.  The distribution was made
to partners of record as of August 4, 1997, and was paid on August 11, 1997.




                                     Page 8
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
Colonial Properties Holding Company, Inc.:

     We have reviewed the accompanying  consolidated  condensed balance sheet of
Colonial Realty Limited Partnership (the "Partnership") as of June 30, 1997, and
the related consolidated  condensed statements of income for the three-month and
six-month  periods ended June 30, 1997 and 1996, and the consolidated  condensed
statements of cash flows for the six-month periods ended June 30, 1997 and 1996.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.

      We conducted our review in accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material  modifications  that
should be made to the accompanying  condensed  consolidated financial statements
for them to be in conformity with generally accepted accounting principles.

      We have previously audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance  sheet as of December 31,  1996,  and the
related consolidated statements of operations, partners' capital, and cash flows
for the year then ended (not presented herein);  and in our report dated January
24, 1997, we expressed an unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
consolidated  condensed  balance sheet as of December 31, 1996, is fairly stated
in all  material  respects in relation to the  consolidated  balance  sheet from
which it has been derived.



                                                /s/ Coopers & Lybrand L.L.P.
                                                COOPERS & LYBRAND L.L.P.

Birmingham, Alabama
July 15, 1997



                                     Page 9
<PAGE>

                     COLONIAL REALTY LIMITED PARTNERSHIP


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

General
      The following  discussion  should be read in conjunction with management's
discussion and analysis of financial condition and results of operations and all
of the other information  appearing in the  Partnership's  1996 Annual Report as
filed with the  Securities  and  Exchange  Commission  on Form 10-K and with the
financial statements included therein and the notes thereto.

Results of  Operations  -- Three  Months Ended June 30, 1997 and 1996 
     Revenue -- Total revenue increased by $10,999,000, or 34.6%, for the second
quarter of 1997 when compared to the second  quarter of 1996. Of this  increase,
$8,622,000  represents  revenues  generated by properties  acquired or developed
during  1996 and 1997.  The  $2,377,000  remainder  of the  increase in revenues
primarily represents an increase in rents charged to tenants.

     Operating Expenses -- Total operating expenses increased by $5,856,000,  or
34.3%,  for the second  quarter of 1997 when  compared to the second  quarter of
1996.  Of  this  increase,  $4,184,000  represents  operating  expenses  of  the
properties  acquired or developed during 1996 and 1997.  Operating expenses also
increased by $310,000 due to the  resolution of prior reserves for certain state
tax  contingencies  in the amount of $450,000 in the second  quarter of 1996 and
only $140,000 in the second quarter of 1997.  Operating  expenses also increased
$200,000 due to the accrual of additional  salaries in 1997 and the amortization
of additional  deferred  compensation on restricted shares. The remainder of the
increase  in  operating  expenses  is due to an overall  increase  in  corporate
overhead and personnel costs.

     Other Income and Expense -- Interest  expense  increased by $4,233,000,  or
82.3%,  for the second  quarter of 1997 when  compared to the second  quarter of
1996. Interest expense increased  $4,836,000 due to the increase in indebtedness
which was  incurred to finance  acquisition  and  development  activity,  net of
indebtedness  which  was  repaid  through a portion  of the  proceeds  of CRLP's
issuance  of limited  partnership  units in January  1997,  and net of  interest
expense of properties  exchanged in two of the  acquisitions in 1997 (see Note 2
to the Consolidated Condensed Financial Statements).  Interest expense decreased
by $294,000 due to the  capitalization of $1,151,000 in interest on construction
expenditures during the second quarter of 1997 compared to $857,000  capitalized
during the second quarter of 1996.

Results of  Operations  -- Six Months  Ended June 30,  1997 and 1996  
     Revenue -- Total revenue  increased by $20,562,000,  or 33.5%,  for the six
months ended June 30, 1997 when  compared to the six months ended June 30, 1996.
Of this  increase,  $17,732,000  represents  revenues  generated  by  properties
acquired or  developed  during 1996 and 1997.  The  $2,830,000  remainder of the
increase  in revenues  primarily  represents  an  increase  in rents  charged to
tenants.


                                    Page 10
<PAGE>

     Operating Expenses -- Total operating expenses increased by $10,397,000, or
31.6%,  for the six months  ended June 30, 1997 when  compared to the six months
ended June 30, 1996. Of this increase,  $8,413,000 represents operating expenses
of the properties acquired or developed during 1996 and 1997. Operating expenses
also  increased by $480,000 due to the  resolution of prior reserves for certain
state tax  contingencies in the amount of $750,000 in the first half of 1996 and
only  $270,000  in the first half of 1997.  Operating  expenses  also  increased
$230,000 due to the accrual of additional  salaries in 1997 and the amortization
of additional  deferred  compensation on restricted shares. The remainder of the
increase  in  operating  expenses  is due to an overall  increase  in  corporate
overhead and personnel costs.

     Other Income and Expense -- Interest  expense  increased by $7,631,000,  or
74.6%,  for the six months  ended June 30, 1997 when  compared to the six months
ended June 30, 1996.  Interest expense increased  $9,496,000 due to the increase
in  indebtedness  which was  incurred  to finance  acquisition  and  development
activity, net of indebtedness which was repaid through a portion of the proceeds
of CRLP's  issuance of limited  partnership  units in January  1997,  and net of
interest expense of properties exchanged in two of the acquisitions in 1997 (see
Note 2 to the Consolidated  Condensed  Financial  Statements).  Interest expense
decreased by $987,000 due to the  capitalization  of  $2,406,000  in interest on
construction  expenditures  during the first half of 1997 compared to $1,419,000
capitalized during the first half of 1996.

Liquidity and Capital Resources
     As of June 30,  1997,  CRLP  had one bank  line of  credit  with a  balance
outstanding of  $121,758,000.  On July 10, 1997, CRLP entered into a new line of
credit which provides for total borrowings of up to $200 million.  The new line,
which  is  used  by  CRLP  primarily  to  finance   property   acquisitions  and
development,  bears  interest at a rate ranging  between LIBOR plus 100 to LIBOR
plus 150 basis  points,  expires in July 1998,  and  replaces the line of credit
that was in service at June 30, 1997.  CRLP used part of the increased  capacity
to repay $40,845,000 in mortgage indebtedness.

     On April 29, 1997,  CRLP entered into an interest rate cap  agreement  that
limits the  interest on $50 million of  indebtedness  to a maximum  rate of 8.0%
through May 2000. CRLP paid  approximately  $213,000 for this interest rate cap,
which is being amortized over the life of the agreement.

      On July  25,  1997,  CRLP  completed  a $75  million  public  offering  of
unsecured  medium  term  notes.  The  securities  mature in July 2004 and bear a
coupon  rate of 6.96%.  CRLP used the net  proceeds  of the  offering to repay a
portion of the outstanding balance on its unsecured line of credit.

      On July 30, 1997, Colonial  Properties Trust (the "Company")  completed an
offering of 1.7 million  shares of the  Company's  common  stock at $30.9375 per
share. The offering's  underwriter has a 30-day option to purchase an additional
255,000 common shares to cover over allotments. The net proceeds to the Company,
after  the   underwriter's   discount  and  minimal  offering   expenses,   were
approximately  $49.7  million  before  giving effect to the exercise of the over
allotment  option.  The net proceeds of the offering were  contributed  to CRLP.
CRLP used the net proceeds of the offering to repay a portion of the outstanding
balance on its unsecured line of credit.

      On August 6,  1997,  CRLP  completed  a $25  million  public  offering  of
unsecured  medium term notes.  The  securities  mature in August 2005 and bear a
coupon  rate of 6.96%.  CRLP  used the net  proceeds  to repay a portion  of the
outstanding balance on its unsecured line of credit.



                                    Page 11
<PAGE>

      Management intends to replace  significant  borrowings that may accumulate
under the bank line of credit with funds  generated  from the sale of additional
limited  partnership  units to  Colonial  Properties  Holding  Company,  Inc. in
connection with public offerings of securities by the Company,  and/or permanent
financing, as market conditions permit. Management believes that these potential
sources of funds,  along with the  possibility  of issuing  limited  partnership
units in exchange  for  properties,  will provide CRLP with the means to finance
additional  acquisitions.  Management  anticipates that its net cash provided by
operations and its existing cash balances will provide the necessary  funds on a
short- and long-term basis to cover its operating expenses,  interest expense on
outstanding  indebtedness,  recurring  capital  expenditures,  distributions  to
unitholders,  and dividends to shareholders in accordance with Internal  Revenue
Code requirements applicable to real estate investment trusts.



                                    Page 12
<PAGE>

                     COLONIAL REALTY LIMITED PARTNERSHIP
                         PART II -- OTHER INFORMATION



Item 2.     Changes in Securities.

      The Company from time to time issues common shares of beneficial  interest
("Common Shares") pursuant to its Dividend Reinvestment and Share Purchase Plan,
its Non-Employee Trustee Share Option Plan, its Non-Employee Trustee Share Plan,
and its Employee Share Option and Restricted  Share Plan, in  transactions  that
are  registered  under the  Securities  Act of 1933,  as  amended  (the  "Act").
Pursuant to CRLP's Second Amended and Restated Agreement of Limited Partnership,
each time the Company issues Common Shares pursuant to the foregoing plans, CRLP
issues to Colonial  Properties  Holding Company,  Inc., its general partner,  an
equal  number of Units for the same price at which the Common  Shares were sold,
in  transactions  that are not  registered  under the Act in reliance on Section
4(2) of the Act.  During the quarter  ended June 30,  1997,  CRLP issued  27,090
Units in such transactions for an aggregate of $0.7 million.

      On April 1,  1997,  CRLP  issued  57,072  Units to  Harold W.  Ripps  (the
"Seller") in exchange for his  interests in a multifamily  property  acquired by
CRLP (see Note 2 to the Notes to Consolidated  Condensed Financial  Statements).
The Units were  valued at an  aggregate  of $1.6  million  for  purposes  of the
transaction.

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

      (a)  Exhibits

          10.14Credit  Agreement  between  CRLP and  SouthTrust  Bank,  National
               Association,   AmSouth   Bank,   Wells   Fargo   Bank,   National
               Association,   Wachovia  Bank,   N.A.,  First  National  Bank  of
               Commerce,  N.A., and PNC Bank, Ohio, National Association,  dated
               July 10, 1997

          12. Ratio of Earnings to Fixed Charges

          15. Letter re:  Unaudited Interim Financial Information

      (b)  Reports on Form 8-K

          No reports on Form 8-K have been filed  during the quarter  ended June
          30, 1997.  Subsequent to quarter-end,  a Form 8-K dated July 21, 1997,
          reported  certain  property  acquisitions  during  1997 up to July 21,
          1997, under Item 5, "Other Events."





                                    Page 13
<PAGE>


                                  SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    COLONIAL REALTY LIMITED PARTNERSHIP,
                                           a Delaware limited partnership

                                 By: Colonial Properties Holding Company, Inc.,
                                         its general partner




Date:  August 14, 1997              By:  /s/ Howard B. Nelson, Jr.
                                         -------------------------
                                         Howard B. Nelson, Jr.
                                         Chief Financial Officer
                                         (Duly Authorized Officer
                                         and Principal Financial Officer)



Date:  August 14, 1997                   /s/ Kenneth E. Howell
                                         ---------------------
                                         Kenneth E. Howell
                                         Vice President, Controller,
                                         and Secretary of Colonial Properties
                                         Holding Company, Inc.
                                         (Principal Accounting Officer)



                                    Page 14
<PAGE>

                     COLONIAL REALTY LIMITED PARTNERSHIP
               EXHIBIT 12 - Ratio of Earnings to Fixed Charges



      CRLP's ratio of earnings to fixed  charges for the three months ended June
30, 1997 and 1996, was 1.98 and 2.55, respectively.  CRLP's ratio of earnings to
fixed  charges  for the six months  ended June 30,  1997 and 1996,  was 2.01 and
2.54, respectively.

      The ratios of earnings to fixed charges were computed by dividing earnings
by fixed  charges.  For this purpose,  earnings  consist of income (loss) before
gains from sales of property and extraordinary  items plus fixed charges.  Fixed
charges consist of interest expense  (including  interest costs capitalized) and
the amortization of debt issuance costs.






                                    Page 15
<PAGE>


Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549



                                       Re: Colonial Realty Limited Partnership
                                           (File No. 0-20707)
                                            Registrations on Form S-3


We are aware  that our  report  dated  July 15,  1997 on our  review of  interim
financial information of Colonial Realty Limited Partnership for the three-month
and six-month periods ended June 30, 1997 and 1996 and included in the Company's
quarterly  report on Form 10-Q for the quarters then ended,  is  incorporated by
reference  in the  registration  statements  on Form S-3  related  to the  Shelf
Registrations  filed on July 5, 1996,  and  October 25,  1996.  Pursuant to Rule
436(c) under the Securities Act of 1933,  this report should not be considered a
part of the  registration  statement  prepared  or  certified  by us within  the
meaning of Sections 7 and 11 of that Act.




                                                /s/ Coopers & Lybrand L.L.P.
                                                COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
August 14, 1997


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