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

                                   FORM 8-K

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


Date of Report (Date of earliest event         Commission File Number: 0-20707
reported): January 1, 1997


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



                Delaware                              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)






                                    Page - 1
<PAGE>



                     COLONIAL REALTY LIMITED PARTNERSHIP


Item 5. Other Events


     Colonial Realty Limited Partnership (CRLP), a Delaware limited partnership,
is the  Operating  Partnership  of Colonial  Properties  Trust,  an Alabama real
estate  investment  trust whose  common  shares are listed on the New York Stock
Exchange under the symbol CLP. CRLP owns and operates  commercial real estate in
the southeastern  United States.  CRLP has acquired three multifamily  apartment
communities in Alabama,  Florida,  and Georgia,  three retail centers in Alabama
and Georgia and four office  properties  in Alabama  (the  Acquired  Properties)
since December 31, 1996. CRLP also currently has two probable acquisitions which
include  one office  and one retail  property  in  Georgia  and one  multifamily
property  in  Mississippi  (the  Probable   Acquisitions).   The  terms  of  the
acquisitions  of the Acquired  Properties,  which were determined as a result of
arms length negotiations between the sellers of the properties and CRLP, are set
forth in real estate sales contracts. The following is a summary of the material
terms of the transactions.

In  accordance  with Rule 3-14 of  Regulation  S-X,  financial  statements  with
respect to four of the Acquired Properties and one of the Probable  Acquisitions
are being filed because CRLP has either (a) already  acquired the properties and
the book value of the properties in the aggregate are significant, or (b) deemed
the  acquisition  to be  probable  and the book value of the  properties  in the
aggregate are significant.

Terms of Acquisition

The 10 Acquired Properties total 764 apartment units, 1.1 million square feet of
retail space,  and 745,000  square feet of office space and were  purchased at a
combined purchase price of $148.1 million.  The two Probable  Acquisitions total
328 apartment  units, and 515,000 square feet of office space, and 46,000 square
feet of retail  space,  and would be purchased at a combined  purchase  price of
$94.3 million.  The combined completed and probable  acquisitions would increase
CRLP's multifamily  portfolio to 14,957 apartment units,  increase CRLP's retail
portfolio to 7.1 million  square feet, and increase  CRLP's office  portfolio to
2.0 million square feet. In association  with three of the Acquired  Properties,
CRLP assumed  existing  mortgages  totaling $22.6 million.  The remainder of the
purchase price of the Acquired  Properties was financed  through the issuance of
limited  partnership  units and advances on CRLP's unsecured line of credit.  In
association  with one of the Probable  Acquisitions,  CRLP will assume  existing
mortgages.  The  remainder of the purchase  prices of the Probable  Acquisitions
would be financed through the issuance of limited partnership units and advances
on CRLP's unsecured line of credit.

Description of Property
Acquired Properties

Riverchase Center--Birmingham, Alabama

In two  transactions  on January 1 and January 8, 1997,  CRLP acquired a 100.00%
interest in Riverchase  Center 2100, and a 73.05% interest in Riverchase  Center
2200/2300 totaling 306,000 square feet of leasable area. Riverchase Center is an
office park comprised of eight one-level buildings in Birmingham,  Alabama.  The
purchase  price of $20.8 million was funded by the assumption of $8.7 million in
mortgage  debt which bears  interest at 7.88%,  the  issuance of 25,163  limited
partnership units valued at $0.7 million,


                                    Page - 2
<PAGE>

and an advance on CRLP's  unsecured  line of credit.  The  buildings  were built
between 1984 and 1988 and were 93% leased at the date of acquisition.

Beechwood Shopping Center--Athens, Georgia

On March 24, 1997, CRLP acquired  Beechwood  Shopping  Center,  a 336,000 square
foot community  shopping center in Athens,  Georgia.  The $22.2 million purchase
price of the center was financed  through the  assumption of debt totaling $11.9
million  which  bears  interest at an  effective  rate of 7.0%  (stated  rate of
10.375%),  and an advance on CRLP's  unsecured  line of credit.  Anchor  tenants
include Harris-Teeter,  Rhodes Furniture, Revco Drugs, and the U.S. Post Office.
The center, which was built in 1963 and renovated in 1992, was 97% leased at the
date of acquisition.

Heatherbrooke Center--Birmingham, Alabama

Also on March 24, 1997, CRLP acquired Heatherbrooke Center, a 28,000 square foot
community  shopping  center in Birmingham,  Alabama.  The $3.0 million  purchase
price of the  center  was  financed  through  the  issuance  of  16,303  limited
partnership units valued at $0.5 million and an advance on CRLP's unsecured line
of credit.  AMI-Brookwood  Medical  Center  occupies  18,000  square feet in the
center.  The  center,  which  was built in 1984,  was 92%  leased at the date of
acquisition.

The Meadows at Trussville--Birmingham, Alabama

On April 1, 1997,  CRLP acquired The Meadows at Trussville,  a 376-unit  complex
comprising 20 two- and three-story  buildings on  approximately 28 acres of land
in a suburb of Birmingham,  Alabama.  The property was developed during 1996 and
1997 and is currently in lease-up.  The Meadows at Trussville was acquired for a
purchase  price of $20.5  million  which was  financed  through the  issuance of
57,072 limited partnership units valued at $1.6 million and an advance on CRLP's
unsecured line of credit.  Amenities include a clubhouse, two swimming pools and
a wading pool, a car care center, a fitness center, tennis courts, a playground,
and  leasable  garages.  The average unit size is 1,091 square feet with average
unit market rent of $645 per month.

International Park 1900 and 2100--Birmingham, Alabama

On May  1,  1997,  CRLP  acquired  the  remaining  62.5%  outside  interests  in
International  Park Buildings 1900 and 2100, two multistory  office buildings in
Birmingham,  Alabama.  The purchase of these outside interests  increased CRLP's
ownership  from a 37.5%  interest to full  ownership in the two buildings  which
total 93,000  square feet. At the same time,  CRLP sold its 25.0%  interest in a
129,000  square  foot  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 $57,000 net cash as a result of the transactions.  The buildings, which
were built between 1987 and 1989, were 100% leased at the date of acquisition.

Brookwood Mall--Birmingham, Alabama

On May 13, 1997,  CRLP acquired  Brookwood  Mall, a 693,000 square foot enclosed
mall  (including  232,000  square  feet of  tenant-owned  space) in  Birmingham,
Alabama,  for a purchase  price of $32.5  million.  The mall  includes a 232,000
square foot Rich's  department  store, a 106,000 square foot McRae's  department
store, and 375,000 square feet specialty shop space. CRLP funded the acquisition
through the exchange of two  multifamily  properties  in Florida with a carrying
value of $14.0


                                    Page - 3
<PAGE>

million and an advance on CRLP's  unsecured line of credit.  The mall, which was
built in 1973 and renovated in 1991, was 92% leased at the date of acquisition.

Lakeside Office Park--Huntsville, Alabama

On May 22, 1997, CRLP acquired Lakeside Office Park, an office park comprised of
two three-story brick and glass multi-tenant  buildings in Huntsville,  Alabama,
totaling  121,000  square  feet of leasable  area.  The  purchase  price of $8.8
million was funded by an advance on CRLP's  unsecured  line of credit.  Lakeside
Office  Park was built  during  1989 and 1990 and was 93%  leased at the date of
acquisition.

Progress Center--Huntsville, Alabama

On June 26, 1997,  CRLP acquired  Progress  Center,  an office park comprised of
five multi-tenant buildings in Huntsville, Alabama, totaling 225,000 square feet
of leasable  area.  The purchase price of $15.0 million would 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.  Progress  Center was built
between 1983 and 1991 and was 87% leased at the date of acquisition.

Timothy Woods--Athens, Georgia

On July 11, 1997, CRLP acquired Timothy Woods, a 212-unit complex  comprising 88
one-bedroom, 76 two-bedroom,  and 48 three-bedroom units in Athens, Georgia. The
property  was  developed  during  1996  and  was  99%  leased  at  the  date  of
acquisition.  Timothy  Woods 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.
Amenities  include a clubhouse,  a swimming pool, a car wash, a fitness  center,
two tennis courts,  limited access entry, and leasable garages. The average unit
size is 1,008 square feet with average unit market rent of $746 per month.

Oakleigh Apartments--Pensacola, Florida

On July  14,  1997,  CRLP  acquired  Oakleigh  Apartments,  a  176-unit  complex
comprising    48    one-bedroom,     104     two-bedroom/two-bath,     and    24
three-bedroom/two-bath  units on  approximately  11 acres of land in  Pensacola,
Florida.  The property was  developed  during 1997 and was 100% leased as of the
date of  acquisition.  Oakleigh  Apartments 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.  Amenities  include a swimming pool, a car wash, and exercise room, a
small business center,  screened  porches,  security gates,  garages and covered
parking,  and alarm  systems.  Units range from 815 square feet to 1,223  square
feet with average unit market rents ranging from $590 to $805 per month.

Probable Acquisitions

As described further below, CRLP has entered into an agreement to acquire one of
the Probable Acquisitions,  and has entered into a letter of intent to merge the
second.  The completion of each of the Probable  Acquisitions  is subject to due
diligence,  definitive  documentation of various agreements,  and other material
conditions.  If these  conditions are satisfied,  CRLP expects to complete these
acquisitions  during the third quarter of 1997.  There can be no assurance  that
the conditions will be satisfied, that CRLP will in fact complete any or


                                    Page - 4
<PAGE>

all of the  Probable  Acquisitions,  or that any  Probable  Acquisition  that is
completed will occur on schedule.

Proposed Office and Retail Merger--Atlanta, Georgia

CRLP has entered  into a letter of intent to merge the real estate  assets of an
Atlanta-area   developer  into  CRLP.  The   transaction   includes  a  Class-A,
multi-tenant  office park comprising  515,000 square feet and 46,000 square feet
of retail shopping space.  One of the office  buildings in the park is currently
under construction and is due to be completed during the third quarter of 1997.

The transaction is estimated to be valued at approximately  $76.3 million and is
expected to be funded  through the issuance of limited  partnership  units,  the
assumption  of debt,  and an advance  on CRLP's  unsecured  line of  credit.  An
additional  amount  could be  earned  by the  developer  if the  building  under
construction exceeds certain lease-up parameters.  As a part of the transaction,
the developer is expected to be elected to Colonial  Properties Trust's Board of
Trustees.  The merger is subject to customary closing conditions,  including the
satisfactory completion of due diligence procedures, the execution of definitive
merger agreements, and compliance with applicable laws. Assuming satisfaction of
these  conditions,  the merger is expected to close in phases  during the second
half of 1997 and the first half of 1998.

Mark Trace--Jackson, Mississippi

CRLP has entered into an agreement to acquire Mark Trace, a 328-unit  complex on
approximately  26 acres  of land in  Jackson,  Mississippi.  The  community  was
developed  between 1995 and 1997, and is currently 95% leased.  Mark Trace would
be  acquired  for a purchase  price of $18.0  million  which  would be  financed
through the issuance of limited  partnership units valued at $6.7 million and an
advance on CRLP's unsecured line of credit.  The average unit size is 988 square
feet with average unit market rent of $616 per month.



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<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP


Item 7.     Financial Statements and Exhibits


(a)   Financial Statements of Businesses Acquired or to be Acquired

                                                                 Page
      Historical Summary of Revenues and Direct
      Operating Expenses of Riverchase Center Building 2100..........7

      Historical Summary of Revenues and Direct
      Operating Expenses of Beechwood Shopping Center................10

      Historical Summary of Revenues and Direct
      Operating Expenses of The Meadows at Trussville................13

      Historical Summary of Revenues and Direct
      Operating Expenses of Brookwood Mall...........................16

      Historical Summary of Revenues and Direct
      Operating Expenses of Proposed Office and Retail Merger
          in Atlanta, Georgia........................................19

(b)   Pro Forma Financial Information................................22

(c)   Exhibits

      23.1  Letter re:  Consent of Independent Accountants...........31




                                    Page - 6
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



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

We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired  Property--Riverchase  Center Building 2100 as defined in Note 1
for  the  year  ended  December  31,  1996.  This  Historical   Summary  is  the
responsibility of the Acquired Property's  management.  Our responsibility is to
express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the Historical  Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe our
audit provides a reasonable basis for our opinion.

The accompanying  Historical  Summary of Revenues and Direct Operating  Expenses
was prepared for the purpose of complying with the rules and  regulations of the
Securities  and Exchange  Commission  for  inclusion in the Form 8-K of Colonial
Realty Limited Partnership, and is not intended to be a complete presentation of
the revenues and expenses of the Acquired  Property--Riverchase  Center Building
2100.

In our opinion, the Historical Summary referred to above presents fairly, in all
material  respects,  the revenues and direct operating  expenses of the Acquired
Property--Riverchase  Center  Building 2100 for the year ended December 31, 1996
in conformity with generally accepted accounting principles.


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

Birmingham, Alabama
February 7, 1997

                                    Page - 7
<PAGE>

               ACQUIRED PROPERTY--RIVERCHASE CENTER BUILDING 2100
                              HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES
                              ---------------------

                                                                  For the
                                                                Year Ended
                                                            December 31, 1996
                                                             ----------------



 Revenues                                                     $   1,341,234
                                                               ------------

 Direct operating expenses:
     General operating expenses                                      29,801
     Salaries and benefits                                           12,844
     Repairs and maintenance                                         72,639
     Taxes, licenses, and insurance                                  84,348
                                                               ------------

                                                                    199,632
                                                               ------------

 Excess of revenues over direct
     operating expenses                                       $   1,141,602
                                                               ============





 See Note to Historical Summary of Revenues and Direct Operating Expenses.


                                    Page - 8
<PAGE>

              ACQUIRED PROPERTY--RIVERCHASE CENTER BUILDING 2100
                          NOTE TO HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES



1.    Accounting Policies

      Description--The  accompanying Historical Summary consists of the revenues
      and direct  operating  expenses of  Riverchase  Center  Building  2100, an
      office property (the Acquired  Property)  located in Birmingham,  Alabama.
      Colonial Realty Limited Partnership  purchased the Acquired Property for a
      total of approximately $11.6 million.

      Basis of  Presentation--The  Historical  Summary  of  Revenues  and Direct
      Operating  Expenses  includes  gross  operating  revenues,   exclusive  of
      interest income, and direct operating expenses,  exclusive of mortgage and
      other  interest  expense,  depreciation,  amortization,  management  fees,
      non-recurring  administrative  expenses,  and  federal,  state,  and local
      income taxes, if any.

      Income  Recognition--Revenue  from  rental  property  is  recognized  on a
      straight-line basis over the terms of the leases.

      Use of  Estimates--The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions that affect the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.




                                    Page - 9
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



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

We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired Property--Beechwood Shopping Center as defined in Note 1 for the
year ended December 31, 1996. This Historical  Summary is the  responsibility of
the Acquired Property's management.  Our responsibility is to express an opinion
on the Historical Summary based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the Historical  Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe our
audit provides a reasonable basis for our opinion.

The accompanying  Historical  Summary of Revenues and Direct Operating  Expenses
was prepared for the purpose of complying with the rules and  regulations of the
Securities  and Exchange  Commission  for  inclusion in the Form 8-K of Colonial
Realty Limited Partnership, and is not intended to be a complete presentation of
the revenues and expenses of the Acquired Property--Beechwood Shopping Center.

In our opinion, the Historical Summary referred to above presents fairly, in all
material  respects,  the revenues and direct operating  expenses of the Acquired
Property--Beechwood  Shopping  Center for the year ended  December  31,  1996 in
conformity with generally accepted accounting principles.



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

Birmingham, Alabama
April 24, 1997


                                   Page - 10
<PAGE>

                  ACQUIRED PROPERTY--BEECHWOOD SHOPPING CENTER
                              HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES
                              ---------------------

                                                               For the
                                                              Year Ended
                                                          December 31, 1996
                                                          ------------------



 Revenues                                                     $   2,299,197
                                                          -------------------

 Direct operating expenses:
      General operating expenses                                     67,241
      Salaries and benefits                                          46,388
      Repairs and maintenance                                       176,629
      Taxes, licenses, and insurance                                212,551
                                                          -------------------

                                                                    502,809
                                                          -------------------

 Excess of revenues over direct
      operating expenses                                      $   1,796,388
                                                          ===================






 See Note to Historical Summary of Revenues and Direct Operating Expenses.




                                   Page - 11
<PAGE>

                   ACQUIRED PROPERTY--BEECHWOOD SHOPPING CENTER
                          NOTE TO HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES



1.    Accounting Policies

      Description--The  accompanying Historical Summary consists of the revenues
      and direct  operating  expenses of  Beechwood  Shopping  Center,  a retail
      property  (the Acquired  Property)  located in Athens,  Georgia.  Colonial
      Realty Limited Partnership, purchased the Acquired Property for a total of
      approximately $22.2 million.

      Basis of  Presentation--The  Historical  Summary  of  Revenues  and Direct
      Operating  Expenses  includes  gross  operating  revenues,   exclusive  of
      interest income, and direct operating expenses,  exclusive of mortgage and
      other  interest  expense,  depreciation,  amortization,  management  fees,
      non-recurring  administrative  expenses,  and  federal,  state,  and local
      income taxes, if any.

      Income  Recognition--Revenue  from  rental  property  is  recognized  on a
      straight-line basis over the terms of the leases.

      Use of  Estimates--The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions that affect the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.




                                   Page - 12
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



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

We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired Property--The Meadows at Trussville as defined in Note 1 for the
period from  inception  (January 23,  1996)  through  December  31,  1996.  This
Historical Summary is the responsibility of the Acquired Property's  management.
Our  responsibility is to express an opinion on the Historical  Summary based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the Historical  Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe our
audit provides a reasonable basis for our opinion.

The accompanying  Historical  Summary of Revenues and Direct Operating  Expenses
was prepared for the purpose of complying with the rules and  regulations of the
Securities  and Exchange  Commission  for  inclusion in the Form 8-K of Colonial
Realty Limited Partnership, and is not intended to be a complete presentation of
the revenues and expenses of the Acquired Property--The Meadows at Trussville.

In our opinion, the Historical Summary referred to above presents fairly, in all
material  respects,  the revenues and direct operating  expenses of the Acquired
Property--The  Meadows at Trussville for the period from inception  (January 23,
1996) through December 31, 1996 in conformity with generally accepted accounting
principles.



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

Birmingham, Alabama
June 16, 1997

                                   Page - 13
<PAGE>


                  ACQUIRED PROPERTY--THE MEADOWS AT TRUSSVILLE
                              HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES
                             ---------------------

                                                          For the Period
                                                          from Inception
                                                        (January 23, 1996)
                                                              through
                                                        December 31, 1996
                                                    -----------------------



 Revenues                                            $            390,215
                                                    ----------------------

 Direct operating expenses:
       General operating expenses                                  75,476
       Salaries and benefits                                       80,117
       Repairs and maintenance                                     61,090
       Taxes, licenses, and insurance                              13,005
                                                    ----------------------

                                                                  229,688
                                                    ----------------------

 Excess of revenues over direct
       operating expenses                            $            160,527
                                                    ======================






 See Note to Historical Summary of Revenues and Direct Operating Expenses.


                                   Page - 14
<PAGE>

                 ACQUIRED PROPERTY--THE MEADOWS AT TRUSSVILLE
                          NOTE TO HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES



1.    Accounting Policies

      Description--The  accompanying Historical Summary consists of the revenues
      and direct operating expenses of The Meadows at Trussville,  a multifamily
      property (the  Acquired  Property)  located in  Birmingham,  Alabama.  The
      Acquired Property was under construction during 1996. The first units were
      completed  in  January  1996  and   lease-up   began  in  February   1996.
      Construction  was  completed in December  1996.  Colonial  Realty  Limited
      Partnership,  purchased the Acquired Property for a total of approximately
      $20.5 million.

      Basis of  Presentation--The  Historical  Summary  of  Revenues  and Direct
      Operating  Expenses  includes  gross  operating  revenues,   exclusive  of
      interest income, and direct operating expenses,  exclusive of mortgage and
      other  interest  expense,  depreciation,  amortization,  management  fees,
      non-recurring  administrative  expenses,  and  federal,  state,  and local
      income taxes, if any.

      Income  Recognition--Revenue  from rental  property is recognized when due
      from tenants.

      Use of  Estimates--The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions that affect the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.




                                   Page - 15
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



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

We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Acquired Property--Brookwood Mall as defined in Note 1 for the year ended
December 31, 1996. This Historical Summary is the responsibility of the Acquired
Property's  management.  Our  responsibility  is to  express  an  opinion on the
Historical Summary based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the Historical  Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe our
audit provides a reasonable basis for our opinion.

The accompanying  Historical  Summary of Revenues and Direct Operating  Expenses
was prepared for the purpose of complying with the rules and  regulations of the
Securities  and Exchange  Commission  for  inclusion in the Form 8-K of Colonial
Realty Limited Partnership, and is not intended to be a complete presentation of
the revenues and expenses of the Acquired Property--Brookwood Mall.

In our opinion, the Historical Summary referred to above presents fairly, in all
material  respects,  the revenues and direct operating  expenses of the Acquired
Property--Brookwood Mall for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.



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

Boston, Massachusetts
June 18, 1997

                                   Page - 16
<PAGE>


                        ACQUIRED PROPERTY--BROOKWOOD MALL
                       STATEMENT OF HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES
                             ---------------------

                                                                For the
                                                               Year Ended
                                                          December 31, 1996
                                                         -------------------



 Revenues                                                      $  6,118,192
                                                         -------------------

 Direct operating expenses (Note 2):
      General operating expenses                                  1,091,296
      Salaries and benefits                                         326,868
      Repairs and maintenance                                       559,078
      Taxes, licenses, and insurance                                449,084
                                                         -------------------

                                                                  2,426,326
                                                         -------------------

 Excess of revenues over direct
      operating expenses                                       $  3,691,866
                                                         ===================






 The accompanying notes are an integral part of the financial statement.


                                   Page - 17
<PAGE>

                        ACQUIRED PROPERTY--BROOKWOOD MALL
                   NOTES TO STATEMENT OF HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES



1.    Organization and Significant Accounting Policies

      Description   of   Property--Brookwood   (the   "Property")  is  a  retail
      development located in Birmingham, Alabama consisting of a covered mall, a
      covered  garage,  and a detached  strip shopping  center and  encompassing
      approximately 461,000 square feet.

      Rental  Revenues--Commercial  leases  require  the  payment  of base  rent
      monthly in advance.  Rental  revenues are  recorded on the accrual  basis.
      Commercial leases generally  contain  provisions for additional rent based
      on a percentage of tenant sales and other provisions which are recorded as
      income when received.  Minimum  rental  revenue from long-term  commercial
      leases is recognized on a straight-line basis over the life of the related
      lease.

      Risks  and  Uncertainties--The  preparation  of  financial  statements  in
      conformity  with  generally  accepted   accounting   principles   requires
      management  to make  estimates  and  assumptions  that affect the reported
      amounts of revenues  and  expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

2.    Basis of Accounting

      The Historical  Summary of Revenues and Direct Operating Expenses includes
      gross  operating  revenues,  exclusive  of  interest  income,  and  direct
      operating  expenses,  exclusive  of mortgage and other  interest  expense,
      depreciation,  amortization, management fees, non-recurring administrative
      expenses, and federal, state, and local income taxes, if any.

3.    Description of Leasing Arrangements

      The  commercial  space is leased to tenants  under  leases with terms that
      vary  in  length.   Certain  of  the  leases   contain   real  estate  tax
      reimbursement clauses, operating expense reimbursement clauses and renewal
      options.  Minimum lease payments to be received during the next five years
      for  noncancelable  operating  leases in effect at  December  31, 1996 are
      approximately as follows:

     Year Ending December 31,

     1997                             $3,978,000
     1998                              3,604,100
     1999                              3,230,800
     2000                              2,603,400
     2001                              2,193,600
     Thereafter                       11,002,800

      Contingent rental revenue, based on a percentage of tenant sales and other
      provisions  contained in tenant leases totaled $421,665 for the year ended
      December 31, 1996.



                                   Page - 18
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



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

We have audited the Historical Summary of Revenues and Direct Operating Expenses
of the Proposed Office and Retail Merger in Atlanta, Georgia (the Properties) as
defined in Note 1 for the year ended December 31, 1996. This Historical  Summary
is the  responsibility of the Properties'  management.  Our responsibility is to
express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the Historical  Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe our
audit provides a reasonable basis for our opinion.

The accompanying  Historical  Summary of Revenues and Direct Operating  Expenses
was prepared for the purpose of complying with the rules and  regulations of the
Securities  and Exchange  Commission  for  inclusion in the Form 8-K of Colonial
Realty Limited Partnership, and is not intended to be a complete presentation of
the revenues and expenses of the Property.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects,  the revenues and direct operating expenses of the Properties
for the year ended  December  31, 1996 in  conformity  with  generally  accepted
accounting principles.



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

Birmingham, Alabama
June 23, 1997


                                   Page - 19
<PAGE>

              PROPOSED OFFICE AND RETAIL MERGER IN ATLANTA, GEORGIA
                              HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES
                              ---------------------

                                                                  For the
                                                                Year Ended
                                                              December 31, 1996
                                                          ----------------------



 Revenues                                                       $  3,814,772
                                                          -------------------

 Direct operating expenses:
      General operating expenses                                     239,141
      Salaries and benefits                                            1,567
      Repairs and maintenance                                        318,463
      Taxes, licenses, and insurance                                 228,951
                                                          -------------------

                                                                     788,122
                                                          -------------------

 Excess of revenues over direct
      operating expenses                                        $  3,026,650
                                                          ===================






 See Notes to Historical Summary of Revenues and Direct Operating Expenses.




                                   Page - 20
<PAGE>

              PROPOSED OFFICE AND RETAIL MERGER IN ATLANTA, GEORGIA
                         NOTES TO HISTORICAL SUMMARY OF
                     REVENUES AND DIRECT OPERATING EXPENSES



1.    Accounting Policies

      Description--The  accompanying Historical Summary consists of the revenues
      and  direct  operating  expenses  of the Proposed Office and Retail
      Merger in Atlanta, Georgia,  (the Properties). Colonial Realty Limited 
      Partnership has  signed a letter of intent to  merge  the  Properties into
      CRLP's holdings.  The names of the Properties, which are presently owned
      by various partnerships, have not been disclosed due to the confidential
      nature of this ongoing transaction.  CRLP's estimated investment in the
      Properties is approximately $52.0 million.

      Basis of  Presentation--The  Historical  Summary  of  Revenues  and Direct
      Operating  Expenses  includes  gross  operating  revenues,   exclusive  of
      interest income, and direct operating expenses,  exclusive of mortgage and
      other  interest  expense,  depreciation,  amortization,  management  fees,
      non-recurring  administrative  expenses,  and  federal,  state,  and local
      income taxes, if any.

      Income  Recognition--Revenue  from  rental  property  is  recognized  on a
      straight-line basis over the terms of the leases.

      Use of  Estimates--The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions that affect the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.

2.    Description of the Property

     The  Properties are comprised of six existing  office  buildings and a
     retail  center.  At December 31, 1996, the  Properties  have  approximately
     378,000 square feet of leasable office and retail space.  One of the office
     buildings contains  approximately  163,000 square feet and was completed in
     July 1996.  This  building  was in lease-up  during the second half of 1996
     and,  therefore,  only a partial  year of  revenues  and  direct  operating
     expenses is included in the Historical Summary.



                                   Page - 21
<PAGE>

                     COLONIAL REALTY LIMITED PARTNERSHIP
                            PRO FORMA CONSOLIDATED
                           CONDENSED BALANCE SHEET
                                March 31, 1997
                                 (Unaudited)


The following unaudited pro forma consolidated  condensed balance sheet reflects
significant  transactions  effected by CRLP after March 31, 1997  including  the
purchase  of  seven  of  the  10  Acquired  Properties,  and  the  two  Probable
Acquisitions  mentioned  elsewhere  herein (three of the 10 Acquired  Properties
were  purchased  prior to March 31,  1997 and are  already  reflected  in CRLP's
historical balance sheet at March 31, 1997.)

This unaudited pro forma consolidated condensed balance sheet is not necessarily
indicative of the actual financial  position of CRLP had the  transactions  been
completed  as of March 31,  1997,  nor does it purport to  represent  the future
financial  position of CRLP.  The  unaudited  pro forma  consolidated  condensed
balance  sheet  and  related  notes  should  be read  in  conjunction  with  the
information  appearing in CRLP'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 and with CRLP's March 31, 1997 Quarterly Report as
filed with the  Securities  and  Exchange  Commission  on Form 10-Q and with the
financial  statements  included  therein and the notes thereto.  In management's
opinion, all adjustments  necessary to reflect the effects of these transactions
have been made.


                                   Page - 22
<PAGE>
<TABLE>


                       Colonial Realty Limited Partnership
                 Pro Forma Consolidated Condensed Balance Sheet
                                 March 31, 1997
                                 (In Thousands)
                                   (Unaudited)
<CAPTION>



                                                                Colonial Realty                             Colonial Realty
                                                                    Limited               Pro                   Limited
                                                                  Partnership            Forma                Partnership
                                                                   Historical          Adjustments             Pro Forma
                                                                ----------------     ---------------     -----------------
                                                                     (A)                   (B)
<S>                                                              <C>                   <C>                <C> 
ASSETS
Land, buildings, & equipment, net                                $      866,066        $    155,302       $     1,021,368
Undeveloped land and construction in progress                           125,263                                   125,263
Cash and equivalents                                                      2,282                                     2,282
Restricted cash                                                           2,568                                     2,568
Accounts receivable, net                                                  4,815                                     4,815
Prepaid expenses                                                          2,782                                     2,782
Notes receivable                                                            570                                       570
Deferred debt and lease costs                                             6,803                                     6,803
Investment in subsidiaries                                                5,086                                     5,086
Other assets                                                              5,402                                     5,402
                                                                ================     ===============     =================
                                                                  $   1,021,637        $    155,302        $    1,176,939
                                                                ================     ===============     =================

LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable                                      $      534,927        $    139,993       $       674,920
Accounts payable                                                         16,151                                    16,151
Accrued expenses                                                          9,214                                     9,214
Tenant deposits                                                           3,156                                     3,156
Unearned rent                                                               929                                       929
                                                                ----------------     ---------------     -----------------
      Total liabilities                                                 564,377             139,993               704,370
                                                                ----------------     ---------------     -----------------

Minority interest in consolidated operating property                      3,255                                     3,255
                                                                ----------------     ---------------     -----------------

Redeemable units, at redemption value                                   245,707              15,309               261,016
                                                                ----------------     ---------------     -----------------
Partners' capital, excluding redeemable units                           208,298                                   208,298
                                                                ----------------     ---------------     -----------------

                                                                  $   1,021,637        $    155,302        $    1,176,939
                                                                ================     ===============     =================
</TABLE>


                                   Page - 23
<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                       NOTES TO PRO FORMA CONSOLIDATED
                           CONDENSED BALANCE SHEET
                                 (Unaudited)


(A)  Reflects the historical  financial position of CRLP as of March 31, 1997 as
     presented  in CRLP's Form 10-Q as filed with the  Securities  and  Exchange
     Commission on May 9, 1997.

(B)  Includes the  acquisition of seven of the 10 Acquired  Properties;  The
     Meadows  at   Trussville   for  a  purchase   price  of  $20.5   million,
     International  Park 1900 and 2100  (exchange of  partnership  interests),
     Brookwood Mall for a purchase price of $32.5 million,  Lakeside Office
     Park for $8.8 million, Progress Center for a purchase price of $15.0
     million, Timothy Woods for a purchase price of $12.8 million, and Oakleigh 
     Apartments for a purchase price of $10.5 million.  These property  
     acquisitions were financed through the issuance of  limited   partnership  
     units,   the  exchange  of  two   multifamily properties and one office 
     property,   advances  on  CRLP's  unsecured  line  of  credit  and  the
     assumption of indebtedness  on one of the  properties.  Also includes the
     acquisition of the two Probable  Acquisitions;  the Proposed Office and 
     Retail Merger in Atlanta, Georgia for a purchase  price of $52.0 million 
     and Mark Trace for a purchase price of $18.0 million.  These property 
     acquisitions would be financed through the issuance  of  limited  
     partnership  units,  advances on CRLP's unsecured line of credit and the 
     assumption of indebtedness.


                                   Page - 24
<PAGE>

                     COLONIAL REALTY LIMITED PARTNERSHIP
                       PRO FORMA CONSOLIDATED CONDENSED
                           STATEMENTS OF OPERATIONS
                   For the Year Ended December 31, 1996 and
                    the Three Months Ended March 31, 1997
                                 (Unaudited)


The  following  unaudited  pro  forma  consolidated   condensed   statements  of
operations reflect significant  transactions  effected by CRLP during 1997 which
includes  the  purchase of the 10  Acquired  Properties  and the two Probable
Acquisitions mentioned elsewhere herein. In addition to the Acquired Properties,
the following significant  transactions are reflected in the unaudited pro forma
consolidated  condensed statements of operations:  (i) CRLP's cash contributions
received from Colonial  Properties Trust's equity offerings completed in January
1996 and January 1997,  and (ii) CRLP's debt  offerings  completed in July 1996,
December 1996, and January 1997. The pro forma effects of all such  transactions
are included in the unaudited  pro forma  consolidated  condensed  statements of
operations  assuming  the  transactions  had  occurred as of January 1, 1996 and
assuming  CRLP used the  proceeds  of the  equity  and debt  offerings  to repay
outstanding   indebtedness  (see  notes  to  unaudited  pro  forma  consolidated
condensed statements of operations).

These unaudited pro forma  consolidated  condensed  statements of operations are
not  necessarily  indicative  of  the  actual  results  of  operations  had  the
transactions  been  completed  as of  January 1,  1996,  nor do they  purport to
represent the future results of the operations of CRLP. CRLP is not aware of any
material factors relating to the Acquired Properties and Probable  Acquisitions,
other than as disclosed in the footnotes to the unaudited pro forma consolidated
condensed  statements of operations,  which would cause the combined  historical
summaries  of  revenues  and direct  operating  expenses  not to be  necessarily
indicative of future operating results.

The  unaudited pro forma  consolidated  condensed  statements of operations  and
related notes should be read in conjunction  with the  information  appearing in
CRLP'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  and with  CRLP's  March 31,  1997  Quarterly  Report as filed  with the
Securities  and  Exchange  Commission  on  Form  10-Q  and  with  the  financial
statements included therein and the notes thereto. In management's  opinion, all
adjustments  necessary  to reflect the effects of these  transactions  have been
made.



                                   Page - 25
<PAGE>
<TABLE>


                       Colonial Realty Limited Partnership
            Pro Forma Consolidated Condensed Statements of Operations
                      For the year ended December 31, 1996
                      (In Thousands, Except Per Unit Data)
                                   (Unaudited)
<CAPTION>



                                                                       For the year ended December 31, 1996
                                                       --------------------------------------------------------------
                                                         Colonial Realty                             Colonial Realty
                                                             Limited                 Pro                 Limited
                                                           Partnership              Forma              Partnership
                                                            Historical            Adjustments          Pro Forma
                                                       ------------------     ---------------    -----------------
                                                               (A)                   (B)
<S>                                                      <C>                    <C>               <C>  
 Revenues:
      Rent                                               $       130,370        $     20,946      $       151,316
      Other                                                        4,511                  45                4,556
                                                       ------------------     ---------------    -----------------
           Total revenue                                         134,881              19,434              155,872
                                                       ------------------     ---------------    -----------------

 Property operating expenses:
      General operating expenses                                   9,530               2,761               12,291
      Salaries and benefits                                        8,606                 484                9,090
      Repairs and maintenance                                     13,073               1,182               14,255
      Taxes, licenses and insurance                               11,538               1,410               12,948
 General and administrative                                        4,071                 358                4,429
 Depreciation                                                     22,025               3,960               25,985
 Amortization                                                      1,509                  58                1,567
                                                       ------------------     ---------------    -----------------
           Total operating expenses                               70,352              10,213               80,565
                                                       ------------------     ---------------    -----------------
           Income from operations                                 64,529              10,778               75,307
                                                       ------------------     ---------------    -----------------

 Other income (expense):
      Interest expense                                           (24,584)            (6,264)              (30,848)
      Income from partnerships                                       635                (36)                  599
      Gains from sale of property                                    469                 -0-                  469
      Minority interest in consolidated
          operating property                                         -0-                 15                    15
                                                       ------------------     ---------------    -----------------
           Total other expense                                  (23,480)             (6,285)              (29,765)
                                                       ------------------     ---------------    -----------------

      Income before extraordinary items                          41,049               4,493                45,542
 Extraordinary loss from debt extinguishment                       (511)                 -0-                 (511)
                                                       ------------------     ---------------    -----------------

      Net income (loss)                                    $      40,538       $      4,493          $     45,031
                                                       ==================     ===============    =================

 Net income per unit                                      $        1.58                             $       1.59
                                                       ==================                        =================

 Units outstanding                                               25,703                                   28,365
                                                       ==================                        =================
</TABLE>


                                   Page - 26
<PAGE>
<TABLE>

                       Colonial Realty Limited Partnership
            Pro Forma Consolidated Condensed Statements of Operations
                    For the three months ended March 31, 1997
                      (In Thousands, Except Per Unit Data)
                                   (Unaudited)
<CAPTION>



                                                                           For the three months ended March 31, 1997
                                                          -------------------------------------------------------------
                                                            Colonial Realty                             Colonial Realty
                                                                Limited                Pro                  Limited
                                                             Partnership              Forma               Partnership
                                                              Historical           Adjustments             Pro Forma
                                                          -----------------     -----------------     -----------------
                                                                (A)                       (B)
<S>                                                          <C>                   <C>                 <C> 
 Revenues:
      Rent                                                   $      37,402         $      5,711        $     43,113
      Other                                                          1,768                   47               1,815
                                                          -----------------     ----------------     ---------------
           Total revenue                                            39,170                5,758              44,928
                                                          -----------------     ----------------     ---------------

 Property operating expenses:
      General operating expenses                                     2,668                  844               3,512
      Salaries and benefits                                          2,274                  179               2,453
      Repairs and maintenance                                        3,580                  382               3,962
      Taxes, licenses and insurance                                  3,618                  394               4,012
 General and administrative                                          1,213                  102               1,315
 Depreciation                                                        6,669                1,174               7,843
 Amortization                                                          354                   13                 367
                                                          -----------------     ----------------     ---------------
           Total operating expenses                                 20,376                3,088              23,464
                                                          -----------------     ----------------     ---------------
           Income from operations                                   18,794                2,670              21,464
                                                          -----------------     ----------------     ---------------

 Other income (expense):
      Interest expense                                             (8,488)              (2,211)             (10,699)
      Income from partnerships                                         190                 (10)                 180
      Gains (losses) from sale of property                             (1)                  -0-                  (1)
      Minority interest in consolidated
          operating property                                          (56)                  -0-                 (56)
                                                          -----------------     ----------------     ---------------
           Total other expense                                     (8,355)              (2,221)             (10,756)
                                                          -----------------     ----------------     ---------------

      Income before extraordinary items                            10,439                  449              10,888
 Extraordinary loss from debt extinguishment                         (384)                  -0-               (384)
                                                          -----------------     ----------------     ---------------

      Net income (loss)                                    $        10,055        $         449      $       10,504
                                                          =================     ================     ===============

 Net income per unit                                        $         0.37                            $        0.37
                                                          =================                         ================

 Units outstanding                                                  27,112                                   28,365
                                                          =================                         ================

</TABLE>


                                   Page - 27
<PAGE>

                     COLONIAL REALTY LIMITED PARTNERSHIP
                       NOTES TO PRO FORMA CONSOLIDATED
                      CONDENSED STATEMENTS OF OPERATIONS
                                 (Unaudited)


(A)  Reflects  CRLP's  historical  results  of  operations  for the  year  ended
     December 31, 1996,  as presented in CRLP's 1996 Annual Report as filed with
     the Securities and Exchange  Commission on Form 10-K and CRLP's  historical
     results  of  operations  for the  three  months  ended  March  31,  1997 as
     presented  in CRLP's  March 31,  1997  Quarterly  Report as filed  with the
     Securities and Exchange Commission on Form 10-Q.

 (B) Reflects the operating results of the 10 properties acquired during 1997
     and the two  Probable Acquisition expected  to be acquired  during the 
     third  quarter of 1997, less the operations of the three  properties  
     exchanged in connection  with two of  the  acquisitions,  as  mentioned  
     elsewhere  herein.  The  results included  as pro forma  adjustments  for  
     these  properties  include  those operating results of the properties for 
     the respective periods during which CRLP did not own the  properties.  
     This column also reflects the net effect of the  application  of  the  cash
     contributions  received  from  Colonial Properties  Trust's equity 
     offerings,  and CRLP's debt offering proceeds to repay the revolving  debt
     incurred in the  acquisition  of properties  and mortgage  debt. The 
     interest saved from this repayment of debt is shown net of interest expense
     arising from debt incurred from the debt offerings.

     Included  elsewhere herein are Historical  Summaries of Revenues and Direct
     Operating  Expenses  for  four of the  Acquired  Properties  and one of the
     Probable  Acquisitions.  The pro forma  statements  of  operations  include
     certain adjustments made to these historical  summaries as presented in the
     following table.

                                                 For the
                                               Year Ended
                                             December 31, 1996
                                              (in thousands)
                                              --------------
        Excess of revenues over direct
           operating expenses (1)
           Riverchase Center Building              $  1,142
                2100
           Beechwood Shopping Center                  1,796
           The Meadows at Trussville                    161
           Brookwood Mall                             3,692
           Proposed Office and Retail Merger
               in Atlanta, Georgia                    3,027
           Other properties                           4,977
                                              --------------
                                                     14,795
        Less:
           Depreciation and
        amortization of property (2)                  4,017
           Interest on acquisition
        financing, net of
                 savings from debt
        and equity offerings (3)                      5,871
           Other adjustments                             33
                                              --------------

        Pro forma income before
        minority interest                          $  4,874
                                              ==============


     (1) The excess of  revenues  over direct  operating  expenses is based upon
         historical operations for the properties acquired or to be acquired
         during 1997 for the year ended  December 31, 1996,  as contained in the
         Historical Summaries of Revenues and Direct Operating Expenses included
         elsewhere herein for the properties whose December 31, 1996 financial
         results have been audited.



                                   Page - 28
<PAGE>

     (2) The asset  basis used in the  computation  of  depreciation  includes a
         preliminary   allocation   of  the   purchase   price  to  land,   land
         improvements,  building, and personal property,  plus acquisition costs
         to date. Such allocation may be adjusted  pending receipt of additional
         information.  Depreciation  has been  computed  using the straight line
         method with cost recovery periods of 7 to 40 years.

     (3) Includes  interest  expense  incurred  from  sources  of funds  used to
         finance  the  acquisition  of  the  Acquired  Properties  and  Probable
         Acquisitions including advances on CRLP's unsecured line of credit, net
         of the effect of the  application  of the cash  contributions  received
         from Colonial  Properties  Trust's  equity  offerings,  and CRLP's debt
         offering   proceeds  to  repay  the  revolving  debt  incurred  in  the
         acquisition  of properties  and mortgage  debt. The interest saved from
         this  repayment of debt is shown net of interest  expense  arising from
         debt incurred from the debt offerings.


                                   Page - 29
<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:  July 21, 1997                /s/ Howard B. Nelson, Jr.
                                    -------------------------
                                    Howard B. Nelson, Jr.
                                    Chief Financial Officer



Date:  July 21, 1997                /s/ Howard B. Nelson, Jr.
                                    -------------------------
                                    Howard B. Nelson, Jr.
                                    Chief Financial Officer
                                    (Duly Authorized Officer
                                    and Principal Financial Officer)






                                   Page - 30
<PAGE>