UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 11‐K





FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934








x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended: December 31, 2011





OR





 ̈ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from __________________ to _______________





Commission File Number 1-12358





A. Full title of the plan and the address of the plan, if different from that of the issuer named below:





COLONIAL PROPERTIES TRUST AMENDED AND RESTATED


401(k) PROFIT SHARING PLAN





B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:





COLONIAL PROPERTIES TRUST


2101 Sixth Avenue North


Suite 750


Birmingham, AL  35203


























































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PagesReport of Independent Registered Public Accounting Firm1Financial StatementsStatements of Net Assets Available for Benefits2Statement of Changes in Net Assets Available for Benefits3Notes to Financial Statements4Supplemental ScheduleSchedule H, Line 4i - Schedule of Assets (Held at End of Year)11Signature12





Note: Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Disclosure


under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.







































































































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Report of Independent Registered Public Accounting Firm








To Participants and Administrator of the


Colonial Properties Trust Amended and Restated 401(k) Profit Sharing Plan





We have audited the accompanying statements of net assets available for benefits of the Colonial Properties Trust Amended and Restated 401(k) Profit Sharing Plan (the “Plan”) as of December 31, 2011 and 2010 , and the related statement of changes in net assets available for benefits for the year ended December 31, 2011 . These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010 , and the changes in net assets available for benefits for the year ended December 31, 2011 , in conformity with U.S. generally accepted accounting principles.





Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2011 , is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.








/s/ Sellers, Richardson, Holman & West, LLP





Birmingham, Alabama





June 15, 2012











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Colonial Properties TrustAmended and Restated 401(k) Profit Sharing PlanStatements of Net Assets Available for BenefitsDecember 31, 2011 and 201020112010ASSETSInvestments, at fair value$27,836,952$29,386,877Total assets27,836,95229,386,877LIABILITIESExcess contributions refundable64,73547,821Total liabilities64,73547,821Net assets reflecting investments at fair value27,772,21729,339,056Adjustment from fair value to contract value for fully benefit-responsiveinvestment contracts248,430226,143Net assets available for benefits$28,020,647$29,565,199





The accompanying notes are an integral part of these financial statements.
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Colonial Properties TrustAmended and Restated 401(k) Profit Sharing PlanStatement of Changes in Net Assets Available for BenefitsDecember 31, 2011Additions to net assets available for benefits:Investment income (loss)Dividends$497,872Net depreciation in the fair value of investments(76,458)Total investment income421,414ContributionsEmployee contributions1,906,042Rollover contributions - participant60,495Total contributions1,966,537Total additions2,387,951Deductions from net assets available for benefits:Benefit payments3,932,503Net decrease in net assets available for benefits(1,544,552)Net assets available for benefits:Beginning of year$29,565,199End of year$28,020,647











The accompanying notes are an integral part of these financial statements.
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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011





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|1. | General




Principal Trust Company (“Principal”) is the trustee and the investment manager of the Colonial Properties Trust Amended and Restated 401(k) Profit Sharing Plan (the “Plan”), pursuant to a trust agreement dated July 25, 2006. Principal Life Insurance Company Retirement and Investor Services is the recordkeeper of the Plan.


The Plan was established on January 1, 1995, by Colonial Properties Trust (the “Company”) as a defined contribution plan for the benefit of all eligible employees of the Company. The Plan is subject to the provisions set forth in the Employee Retirement Income Security Act of 1974 (“ERISA”) and is funded by discretionary employee and employer contributions. See Note 2 below for further detail.


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|2. | Description of the Plan




The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.


Eligibility


Employees are eligible to join the elective deferral portion of the Plan as of the first day of employment. Employees are eligible to participate in the Company discretionary matching and profit sharing portions of the Plan after completion of one year of service. A year of service is defined as a period of twelve consecutive months during which an employee works at least 1,000 hours. In order to share in discretionary matching and profit sharing contributions and forfeitures, a participant must be employed by the Company on the last day of the plan year and must complete at least 1,000 hours of service during that plan year.


Employee Contributions


The amount of salary reduction (amount transferred to the Plan) for any plan year shall be at least 1% of the participant's compensation for such plan year, subject to the maximum allowed by the Internal Revenue Code ($16,500 per participant in 2011 ). The amount of the salary reduction is remitted by the Company to the Plan's trustee at the end of each pay period.


Effective for the plan year beginning January 1, 2002, the Plan elected to implement the “catch-up” provision provided for in Section 414(v) of the Internal Revenue Code. This provision enables applicable employer plans to allow eligible participants who are age 50 or over to make additional deferrals, which began in 2002.


Employer's Contributions


The Company may contribute a discretionary matching and profit sharing contribution to the Plan for each plan year. The amount of such discretionary contribution, if any, for any plan year shall be determined by the Board of Trustees of the Company. No discretionary contributions were made in 2011.





Participant Accounts


Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, (b) plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Earnings allocations are based on the amount the participant has invested in a particular fund. Employer matching contributions are allocated based on the participant's elected deferral percentage. Profit sharing contributions are allocated proportionately based on the compensation of each individual participant relative to the compensation of all participants. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.





Investment Options


The Plan provides participants with various investment options, including eighteen mutual funds, one guaranteed investment contract and one common stock fund.


Forfeitures


The nonvested portion of a terminated employee's account balance shall be forfeited. At December 31, 2011 , net assets available for benefits include $7,464 of unallocated forfeitures that will be allocated among participants in the 2012 Plan year. Forfeitures were allocated back to all eligible participant accounts that met the requirements of completing 1,000


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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011


hours of service with the Company during the Plan year and were employed on December 31, 2011 .


Excess Contributions Refundable


In 2011 and 2010, participants contributed $64,735 and $47,821, respectively, in excess contributions as limited by the Internal Revenue Service (“IRS”) regulations to satisfy the relevant non-discrimination provisions.  Excess contributions plus earnings or net of losses were refunded in 2012 and 2011, respectively.  As such, these excess contributions are presented as a liability in the accompanying Statements of Net Assets Available for Benefits.


Distribution of Benefits


Participants' vested account balances represent the benefits available to the participants upon retirement, disability, death or termination of employment. In addition, distributions to participants on account of financial hardship may be made in certain circumstances limited under the terms of the Plan. The Plan also allows employees to withdraw vested balances (excluding Safe-Harbor matching contributions) starting at age 59 1⁄2. Benefit payments are made in the form of lump sum distributions or direct rollovers.


Vesting


A participant's interest in his or her salary reduction account is at all times fully vested and nonforfeitable. A participant's interest in his or her employer Safe-Harbor contributions (made from January 1, 2008 to June 30, 2009) are fully vested and nonforfeitable. A participant's interest in his or her employer contributions and profit sharing contributions are fully vested and nonforfeitable upon the occurrence of any of the following events: permanent disability, death, attainment of normal retirement date while in the service of the employer, termination of the Plan, or complete discontinuance of all contributions (both employer and employee). Prior to the occurrence of any of the preceding events, a vested interest in discretionary employer matching contributions and profit sharing contributions will be determined in accordance with the following vesting schedule:


Number of Years of ServicePercentage1 year20%2 years40%3 years60%4 years80%5 years or more100%





Amendment and Termination


It is the intention of the Company to continue the Plan indefinitely. The Company reserves the right to modify, amend or terminate the Plan in whole or in part at any time in writing provided that any such modification, amendment or termination does not make it possible for any portion of the fund to be used for or diverted for purposes other than the exclusive benefit of the participants or their beneficiaries, after the payment of administrative expenses or taxes. Upon termination of the Plan, Plan assets will become nonforfeitable and will be distributed to participants and their beneficiaries in accordance with the Plan and subject to ERISA guidelines.


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|3. | Summary of Significant Accounting Policies




Basis of Accounting


The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.


Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statements of Net Assets Available for Benefits present the fair value of the investment contract as well as the adjustment of the fully benefit-responsive investment contract from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.





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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011


Risks and Uncertainties


The Plan provides for various investment options. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.


Investment Valuation and Income Recognition


Investments are reported at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  See Note 5 for discussion of fair value measurements.


Purchases and sales of securities are reflected as of the trade date. Dividend income is recorded on the ex-dividend date. Investment income is recorded on the accrual basis. Net depreciation includes the Plan's gains and losses on investments bought and sold, as well as held during the year.


Benefit Payments


Benefit payments consist of payments to participants (or, if applicable, the beneficiary) at retirement, disability, death or termination of employment. Benefit payments are made in the form of lump sum distributions or direct rollovers. Benefits are recorded when paid.





Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions and deductions during the reporting periods. Actual results could differ from those estimates.


Accounting Pronouncements Recently Adopted


In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2010-06, Improving Disclosures about Fair Value Measurements , which requires new disclosures regarding transfers of financial assets and liabilities between Levels 1 and 2. This update also clarifies that fair value measurement disclosures are required for each class of financial assets and liabilities, and disclosures about inputs and valuation techniques are required for both Level 2 and Level 3 measurements. It further clarifies that the reconciliation of Level 3 measurements should separately present purchases, sales, issuances, and settlements instead of netting these changes. With respect to matters related to reconciliation of Level 3 measurements, the amendment was effective for periods beginning on or after December 15, 2010. See Note 5 for impact of adoption.





In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs , (ASU 2011-04). ASU 2011-04 amended Accounting Standards Codification ("ASC") 820, Fair Value Measurements . This update changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. We are currently evaluating the impact this update will have on the Plan's financial statements.





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|4. | Investments




During the year ended December 31, 2011 , the Plan's investments, in the aggregate, (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $76,458 as follows:


2011Colonial Properties Trust Stock Fund$677,244Mutual Funds(878,114)Guaranteed Investment Contract124,412$(76,458)


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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011


The following is a summary of investments held in excess of five percent of the Plan's net assets at December 31, 2011 and 2010 :


20112010Principal Fixed Income Option*$4,968,600$4,522,859Colonial Properties Trust Stock Fund4,859,7334,656,075T. Rowe Price Rtmt 2020 R Fund2,381,9442,689,210PIMCO Total Return Instl Fund2,182,1452,358,505T. Rowe Price Rtmt 2030 R Fund1,778,7711,712,192Prud Jenn 20/20 Focus Z Fund1,666,216—MFS Value R3 Fund1,576,373—Aston/Fairpointe Mid Cap N Fund1,494,1151,997,760MFS Value R2 Fund—1,677,919Prud Jenn 20/20 Focus A Fund—1,904,576* stated at contract value





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|5. | Fair Value Measurements




ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements,  ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).


Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2011 and 2010 .


Common stocks :  Certain common stocks are valued at closing price reported on the active market on which the individual securities are traded. Investments in delisted common stocks are valued at the unadjusted quoted price based on the last valuation date that the stock was traded.


Mutual funds :  Valued at the net asset value (“NAV”) of shares held by the plan at year end.


Guaranteed investment contract :  Fair value represents the value the Plan would receive if the contract was terminated, which is contract value less a discontinuance charge (see Note 6).





The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.


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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011





The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2011 and 2010 :


2011Level 1Level 2Level 3TotalCommon Stock:Colonial Properties Trust Stock Fund$4,859,733$—$—$4,859,733Total Common Stock4,859,733——4,859,733Mutual Funds:Large U.S. Equity3,984,262——3,984,262Small / Mid U.S. Equity4,376,520——4,376,520International Equity884,727——884,727Balanced / Asset Allocation6,829,395——6,829,395Fixed Income2,182,145——2,182,145Total Mutual Funds18,257,049——18,257,049Guaranteed Investment Contract——4,720,1704,720,170Total assets at fair value$23,116,782$—$4,720,170$27,836,952


2010Level 1Level 2Level 3TotalCommon Stocks:Colonial Properties Trust Stock Fund$4,656,075$—$—$4,656,075Colonial BancGroup, Inc. Stock Fund——307(a)307Total Common Stocks4,656,075—3074,656,382Mutual Funds:Large U.S. Equity4,520,481——4,520,481Small / Mid U.S. Equity5,364,390——5,364,390International Equity1,112,293——1,112,293Balanced / Asset Allocation7,078,110——7,078,110Fixed Income2,358,505——2,358,505Total Mutual Funds20,433,779——20,433,779Guaranteed Investment Contract——4,296,7164,296,716Total assets at fair value$25,089,854$—$4,297,023$29,386,877


(a) Transferred from Level 1 to Level 3 due to increase in unobservable data as the stock was delisted.





Level 3 Gains and Losses


The table below sets forth a summary of changes in the fair value of the Plan's level 3 assets for year ended December 31, 2011 :


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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011


ColonialBancGroup, Inc.GuaranteedStock FundInvestment ContractBalance, beginning of year$307$4,296,716Realized gains/(losses)(307)10,714Unrealized gains/(losses) relating to instrumentsstill held at the reporting date—113,698Purchases—1,416,310Sales—(1,117,268)Balance, end of year$—$4,720,170





Gains and losses (realized and unrealized) included in the change in net assets for the period above are reported in net depreciation in the fair value of investments in the Statement of Changes in Net Assets Available for Benefits.





Changes in Fair Value Levels


To assess the appropriate classification of investments within the fair value hierarchy, the availability of market data is monitored. Changes in economic conditions or valuation techniques may require the transfer of investments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.





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|6. | Investment Contract with Insurance Company




In 2006, the Plan entered into a fully benefit-responsive investment contract with Principal Life Insurance Company (“PLIC”). PLIC maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.





As described in Note 3, because the guaranteed investment contract is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contract. Contract value, as reported to the Plan by PLIC, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.


There are no reserves against contract value for credit risk of the contract issuer or otherwise. The fair value of the investment contract at December 31, 2011 and 2010, was $4,720,170 and $4,296,716, respectively. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than zero. Such interest rates are reviewed on a semi-annual basis for resetting.


Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the Plan documents (including complete or partial plan termination or merger with another plan), (2) changes to the Plan's prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan Sponsor or other Plan Sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan's ability to transact at contract value with participants, is probable.


If the Plan Sponsor decides to terminate the Plan's interest in the investment contract, there will be a twelve month delay in the payment. The Plan Sponsor may request immediate payment subject to a 5% surrender fee.


The guaranteed investment contract does not permit the insurance company to terminate the agreement prior to the scheduled maturity date.


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Colonial Properties Trust
 Amended and Restated 401(k) Profit Sharing Plan
 Notes to Financial Statements
 Year Ended December 31, 2011


Average Yields1/1/2011-6/30/20117/1/2011-12/31/2011Based on interest rate credited to participants2.75%2.70%Based on actual earnings2.75%2.70%





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|7. | Tax Status




The IRS has determined and informed the Company, by a letter dated June 10, 2011, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”).  Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.


Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan. Management evaluated the Plan's tax positions and concluded that the Plan had maintained its tax exempt status and had taken no uncertain tax positions that require adjustment to the financial statements. Therefore, no provision or liability for income taxes has been included in the financial statements. With few exceptions, the Plan is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2008 .


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|8. | Related Party Transactions




The Company pays administrative expenses on behalf of the Plan, including legal, trust, administrative and accounting fees.





Plan investments include investment funds managed by the trustee, as defined by the Plan, and the Plan's recordkeeper, Principal, and therefore investment purchases and sales of these investment funds and the related interest income qualify as party-in-interest transactions. Plan investments also include shares of the Company's common stock, and the investment election of the common stock is voluntary by participants.








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Colonial Properties TrustAmended and Restated 401(k) Profit Sharing PlanSupplemental ScheduleSchedule H, Line 4i - Schedule of Assets (Held at End of Year)Year Ended December 31, 2011(a)(b)(c)(d)(e)Identity of Issue, Borrower, Lessor, or Similar PartyDescription of Investment including Maturity Date, Rate of Interest, Collateral, Par or Maturity ValueCostCurrent Value*Colonial Properties TrustStock Fund, 232,969 shares**$4,859,733*Principal Fixed Income OptionGuaranteed Investment Contract, 313,579 units**4,968,600***Neuberger Berman Partners Adv FundMutual Fund, 46,095 shares**741,673*Principal Mid Cap Growth R4 FundMutual Fund, 44,055 shares**445,833PIMCO Total Return Instl FundMutual Fund, 200,749 shares**2,182,145T. Rowe Price Rtmt Income R FundMutual Fund, 22,650 shares**293,085T. Rowe Price Rtmt 2010 R FundMutual Fund, 20,421 shares**304,069T. Rowe Price Rtmt 2020 R FundMutual Fund, 151,620 shares**2,381,944T. Rowe Price Rtmt 2030 R FundMutual Fund, 108,793 shares**1,778,771T. Rowe Price Rtmt 2040 R FundMutual Fund, 80,444 shares**1,319,290T. Rowe Price Rtmt 2050 R FundMutual Fund, 82,212 shares**752,236MFS Value R3 FundMutual Fund, 70,626 shares**1,576,373Prud Jenn 20/20 Focus Z FundMutual Fund, 107,916 shares**1,666,216Aston/Fairpointe Mid Cap N FundMutual Fund, 50,494 shares**1,494,115Columbia Small Cap Core A FundMutual Fund, 47,505 shares**685,016Nuveen RealEst Secs A FundMutual Fund, 36,262 shares**680,284Franklin Small Cap Value R FundMutual Fund, 12,583 shares**511,376Heartland Select Value I FundMutual Fund, 1,577 shares**42,269Invesco Sm Cap Growth A FundMutual Fund, 18,680 shares**517,627Oppenheimer Int'l Growth A FundMutual Fund, 34,439 shares**884,727Total Mutual Funds18,257,049$28,085,382*Denotes a party-in-interest to the Plan.**Cost information is not required for participant directed accounts.***Stated at contract value.





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SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.








COLONIAL PROPERTIES TRUSTAMENDED AND RESTATED401(k) PROFIT SHARING PLANDate:  June 15, 2012/s/ John P. RigrishJohn P. RigrishChief Administrative Officer &Corporate Secretary














































































































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Exhibit Index





Exhibit No.Description of ExhibitReference23.1Consent of Sellers, Richardson, Holman & West, LLPFiled herewith



























































































































































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