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

                                    FORM 10-Q

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


For the  Quarterly  Period  Ended:  March 31,  Commission File Number: 0-20707
1998


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



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

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

                                (205) 250-8700
             (Registrant's telephone number, including area code)



      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___







<PAGE>




                       COLONIAL REALTY LIMITED PARTNERSHIP
                               INDEX TO FORM 10-Q


                                                                            Page

PART I:  FINANCIAL INFORMATION

      Item 1.  Financial Statements (Unaudited)

               Consolidated Condensed Balance Sheets as of
               March 31, 1998 and December 31, 1997                        3

               Consolidated Condensed Statements of Income for the
               Three Months Ended March 31, 1998 and 1997                  4

               Consolidated Condensed Statements of Cash Flows
               for the Three Months Ended March 31, 1998 and 1997          5

               Notes to Consolidated Condensed Financial Statements        6

               Report of Independent Accountants                           9

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

PART II:  OTHER INFORMATION


      Item 2.  Changes in Securities and Use of Proceeds                   12

      Item 6.  Exhibits and Reports on Form 8-K                            12

SIGNATURES                                                                 13

EXHIBITS                                                                   14





                                     Page 2
<PAGE>
<TABLE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)
                              --------------------
<CAPTION>

                                                 March 31, 1998
                                                   (Unaudited) December 31, 1997
                                                   -----------    -----------
                           ASSETS

<S>                                                <C>            <C>
Land, buildings, & equipment, net ..............   $ 1,337,028    $ 1,268,430
Undeveloped land and construction in progress ..        64,117         98,555
Cash and equivalents ...........................         3,143          4,534
Restricted cash ................................         2,678          2,665
Accounts receivable, net .......................         7,012          7,174
Prepaid expenses ...............................         2,886          3,038
Notes receivable ...............................           542            575
Deferred debt and lease costs, net .............         6,942          7,031
Investment in unconsolidated subsidiaries ......           (32)           (28)
Other assets ...................................         5,052          4,686
                                                   -----------    -----------

                                                   $ 1,429,368    $ 1,396,660
                                                   ===========    ===========


            LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable ....................   $   695,034    $   702,044
Accounts payable ...............................         3,825         14,233
Accrued interest ...............................         7,949          6,526
Accrued expenses ...............................         6,001          2,700
Tenant deposits ................................         3,877          3,715
Unearned rent ..................................         2,822          2,253
                                                   -----------    -----------

    Total liabilities ..........................       719,508        731,471
                                                   -----------    -----------

Redeemable units, at redemption value ..........       319,456        299,492
                                                   -----------    -----------

Partners' capital, excluding redeemable units ..       390,404        365,697
                                                   -----------    -----------

                                                   $ 1,429,368    $ 1,396,660
                                                   ===========    ===========

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

                                     Page 3
<PAGE>
<TABLE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per unit data)
                              ---------------------
<CAPTION>

                                                           Three Months Ended
                                                               March 31,
                                                           --------------------
                                                                1998        1997
                                                           --------------------

Revenue:
<S>                                                        <C>         <C>
    Minimum rent ........................................  $ 47,183    $ 33,660
    Percentage rent .....................................       778         322
    Tenant recoveries ...................................     7,281       3,420
    Other ...............................................     3,068       1,768
                                                           --------    --------

        Total revenue ...................................    58,310      39,170
                                                           --------    --------

Property operating expenses:
    General operating expenses ..........................     4,310       2,668
    Salaries and benefits ...............................     2,869       2,274
    Repairs and maintenance .............................     5,746       3,580
    Taxes, licenses, and insurance ......................     4,854       3,618
General and administrative ..............................     2,554       1,213
Depreciation ............................................    10,161       6,669
Amortization ............................................       337         354
                                                           --------    --------

        Total operating expenses ........................    30,831      20,376
                                                           --------    --------

        Income from operations ..........................    27,479      18,794
                                                           --------    --------

Other income (expense):
    Interest expense ....................................   (12,579)     (8,488)
    Income from unconsolidated subsidiaries .............         9         190
    Losses from sales of property .......................       (32)         (1)
    Minority interest in consolidated operating property        -0-         (56)
                                                           --------    --------

        Total other expense .............................   (12,602)     (8,355)
                                                           --------    --------

        Income before extraordinary items ...............    14,877      10,439
Extraordinary loss from early extinguishment of debt ....      (395)       (384)
                                                           --------    --------

        Net income ......................................  $ 14,482    $ 10,055
Distributions to preferred unitholders ..................    (2,734)        -0-
                                                           --------    --------

        Net income available to common unitholders ......  $ 11,748    $ 10,055
                                                           ========    ========

Net income per common unit - basic and diluted ..........  $   0.37    $   0.37
                                                           ========    ========

Weighted average units outstanding ......................    31,440      27,112
                                                           ========    ========
<FN>
 The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                                     Page 4
<PAGE>
<TABLE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                               -------------------
<CAPTION>
                                                           Three Months Ended
                                                                March 31,
                                                           --------------------
                                                                1998        1997
                                                           --------------------

Cash flows from operating activities:
<S>                                                        <C>         <C>
    Net  income ...........................................$ 14,482    $ 10,055
    Adjustments to reconcile net income to net cash provided
        by operating activities:
        Depreciation and amortization .....................  10,498       7,023
        Income from unconsolidated partnerships ...........      (9)       (190)
        Minority interest in income of property partnership     -0-          56
        Other .............................................     460         543
    Decrease (increase) in:
        Restricted cash ...................................     (13)       (118)
        Accounts and notes receivable .....................     133        (253)
        Prepaid expenses ..................................     161         581
        Other assets ......................................    (584)        142
    Increase (decrease) in:
        Accounts payable .................................. (10,408)     (1,030)
        Accrued interest ..................................   1,423        (519)
        Accrued expenses and other ........................   3,674        (793)
                                                           --------    --------
           Net cash provided by operating activities ......  19,817      15,497
                                                           --------    --------

Cash flows from investing activities:
    Acquisition of properties ............................. (24,879)    (19,393)
    Development expenditures ..............................  (9,455)    (31,991)
    Tenant improvements ...................................    (672)       (471)
    Capital expenditures ..................................  (1,320)     (1,147)
    Distributions from partnerships .......................      35         253
    Capital contributions to partnerships .................     (22)       (121)
                                                           --------    --------
           Net cash used in investing activities .......... (36,313)    (52,870)
                                                           --------    --------

Cash flows from financing activities:
    Principal reductions of debt .......................... (11,303)    (24,789)
    Proceeds from additional borrowings ...................     -0-      50,000
    Net change in revolving credit balances ...............  (1,438)    (17,306)
    Cash contributions ....................................  47,947      43,919
    Capital distributions ................................. (19,676)    (14,322)
    Payment of mortgage financing cost ....................     (30)       (803)
    Other, net ............................................    (395)       (384)
                                                           --------    --------
           Net cash provided by financing activities ......  15,105      36,315
                                                           --------    --------
           Increase (decrease) in cash and equivalents ....  (1,391)     (1,058)
Cash and equivalents, beginning of period .................   4,534       3,340
                                                           --------    --------
Cash and equivalents, end of period .......................$  3,143    $  2,282
                                                           ========    ========
<FN>
 The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                                     Page 5
<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                 March 31, 1998
                                   (Unaudited)

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

      In June 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  131,  Disclosures  about  Segments  of an
Enterprise  and Related  Information  (SFAS 131),  which is effective  for years
beginning after December 15, 1997.  SFAS 131  establishes  standards for the way
that public  enterprises  report  information about operating segments in annual
financial  statements  and  requires  that  those  enterprises  report  selected
information  about  operating  segments in interim  financial  reports.  It also
establishes  standards  for related  disclosures  about  products and  services,
geographic  areas,  and major  customers.  SFAS 131 is effective  for  financial
statements  for fiscal years  beginning  after  December 15, 1997, and therefore
CRLP will  adopt  the new  requirements  retroactively  in 1998.  Management  is
currently considering the disclosure impact of the adoption of SFAS 131.

Note 2 -- Acquisitions
      Perimeter  Corporate  Park--On  January 9, 1998,  CRLP acquired  Perimeter
 Corporate  Park,  an office park  comprised  of two  multi-tenant  buildings in
 Huntsville,  Alabama  totaling  233,000  square  feet of leasable  area.  Major
 tenants include Mevatec, Schafer Corporation,  Computer Systems Technology, EER
 Systems Corporation,  and Silicon Graphics. The purchase price of $19.5 million
 was funded by the  assumption  of $5.7 million of debt and an advance on CRLP's
 unsecured line of credit.

      Independence Plaza--On January 15, 1998, CRLP acquired Independence Plaza,
 a 106,000 square foot office  building in Birmingham,  Alabama,  for a purchase
 price of $7.5 million. Major tenants include AmSouth Bank, the Cooney, Rikard &
 Curtain  insurance firm and Wall Street Deli  (executive  offices).  The entire
 purchase  price was  funded  through an  advance  on CRLP's  unsecured  line of
 credit.

      Lakewood  Plaza--On  January 12, 1998,  CRLP completed its  acquisition of
 Lakewood   Plaza,  a  195,000  square  foot   community   shopping   center  in
 Jacksonville,  Florida,  by issuing 12,453 limited partnership units. The total
 value of $356,000 was determined  pursuant to an agreement  entered into at the
 time of acquisition in October 1997.

                                     Page 6
<PAGE>

      Yadkin  Plaza--On  January 20,  1998,  CRLP  acquired  the Lowe's Foods at
 Yadkin Plaza, a community shopping center in Yadkinville, North Carolina, which
 CRLP  acquired in November  1997.  CRLP acquired the Lowe's Foods at a purchase
 price of $3.1  million,  which was  financed  through  the  issuance  of 52,972
 limited  partnership  units,  valued at $1.6 million,  and an advance on CRLP's
 unsecured line of credit.

Note 3 -- Distribution
      On April 23, 1998, a cash distribution was declared to partners of CRLP in
the amount of $0.55 per unit,  totaling  $19.7  million.  The  distribution  was
declared to  partners  of record as of May 4, 1998,  and will be paid on May 11,
1998.

Note 4 -- Cash Contributions
      During  the first  quarter  of 1998 the  Company  completed  three  public
offerings of common shares totaling 1,563,038 shares. Subsequent to quarter-end,
in April 1998, the Company completed one additional public offering of 3,000,000
common shares. In connection with these offerings,  CRLP issued a like amount of
common units to the Company (through Colonial Properties Holding Company,  Inc.)
in exchange for the Company's proceeds from these offerings. The proceeds of the
offerings were used to fund  acquisition  and  development  expenditures,  repay
balances outstanding on the Company's revolving credit agreement,  repay certain
notes  and  mortgages  payable,  and for  general  corporate  purposes.  Details
relating to these equity offerings are as follows: <TABLE>
                                                        (in thousands)
                                                  ----------------------------
              Type of    Number of    Price        Gross    Offering    Net
   Date      Offering      Shares     Per Share              Costs    Proceeds
                                                  Proceeds
------------ ---------- ------------  ----------  --------- --------- --------
<S>           <C>         <C>       <C>         <C>          <C>     <C>
February,     Common      375,540   $  30.0000  $   11,266   $   627 $ 10,639
1998
March, 1998   Common      806,452      31.0000      25,000     1,389   23,611
March, 1998   Common      381,046      31.0000      11,812       656   11,156
April, 1998   Common     3,000,000     30.1250      90,375     4,780   85,595
</TABLE>






                                     Page 7
<PAGE>

Note 5 -- Net Income Per Unit
      The  following  table  sets  forth the  computation  of basic and  diluted
earnings per unit:
<TABLE>
                                    (Amounts in thousands,
                                    except per unit data)
                                  ---------------------------
                                       Three      Three
                                      Months      Months
                                       Ended      Ended
                                     March 31,    March 31,
                                       1998          1997
                                    ------------  -----------
     Numerator:
     <S>                          <C>           <C>
      Numerator   for  basic  and
      diluted   net   income  per
      unit    -    net     income
      available     to     common
      unitholders                 $      11,748 $     10,055
                                    ============  ===========

     Denominator:
      Denominator  for  basic net
      income  per unit - weighted
      average common units               31,440       27,112
      Effect     of      dilutive
      securities:
      Trustee and employee  stock
      options                                54           46
                                    ------------  -----------
      Denominator   for   diluted
      net   income   per  unit  -
      adjusted  weighted  average
      common units                       31,494       27,158
                                    ============  ===========

      Basic   and   diluted   net
      income per unit             $         .37 $        .37
                                    ============  ===========
</TABLE>

Options to purchase 15,000 common shares at a weighted average exercise price of
$30.69 per share  were  outstanding  during  1998 but were not  included  in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.






                                     Page 8
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



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

      We have reviewed the accompanying  consolidated condensed balance sheet of
Colonial Realty Limited  Partnership (the  "Partnership")  as of March 31, 1998,
and the related  consolidated  condensed statements of income and cash flows for
the  three-month  periods  ended  March  31,  1998  and  1997.  These  financial
statements are the responsibility of the Partnership's management.

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

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

      We have previously audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance  sheet as of December 31,  1997,  and the
related consolidated statements of income, partners' capital, and cash flows for
the year then ended (not presented herein);  and in our report dated January 19,
1998,  except  for  Note 13,  as to which  the date is  February  17,  1998,  we
expressed an unqualified opinion on those consolidated financial statements.  In
our  opinion,  the  information  set  forth  in  the  accompanying  consolidated
condensed  balance  sheet as of  December  31,  1997,  is  fairly  stated in all
material  respects in relation to the  consolidated  balance sheet from which it
has been derived.



                                                /s/ Coopers & Lybrand L.L.P.
                                                COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
April 22, 1998







                                     Page 9
<PAGE>
                       COLONIAL REALTY LIMITED PARTNERSHIP


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

General
      Colonial  Realty  Limited   Partnership   ("CRLP"),   a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,  management,  and leasing of multifamily communities,  retail malls
and shopping centers,  and office buildings.  The Company is organized as a real
estate investment trust (REIT) and owns and operates  properties in eight states
in the Sunbelt  region of the United States.  As of March 31, 1998,  CRLP's real
estate portfolio consisted of 43 multifamily communities,  37 retail properties,
and 15 office properties.

      CRLP manages its  business  with three  separate  and  distinct  operating
divisions:  Multifamily, Retail, and Office. Each division has an Executive Vice
President that oversees growth and operations and has a separate management team
that is responsible for acquiring,  developing,  and leasing  properties  within
each division.  This  structure  allows CRLP to utilize  specialized  management
personnel  for  each  operating  division.   Although  these  divisions  operate
independently from one another,  constant communication among the Executive Vice
Presidents provides CRLP with synergy allowing it to take advantage of a variety
of investment opportunities.

      The following  discussion  should be read in conjunction with management's
discussion and analysis of financial condition and results of operations and all
of the other information  appearing in CRLP's 1997 Financial Statements as filed
with the Securities and Exchange  Commission on Form 10-K and with the financial
statements included therein and the notes thereto.

      Any statement  contained in this report which is not a historical fact, or
which might be otherwise considered an opinion or projection  concerning CRLP or
its business, whether express or implied, is meant as, and should be considered,
a  forward-looking  statement as that term is defined in the Private  Securities
Litigation  Reform  Act of  1996.  Forward-looking  statements  are  based  upon
assumptions  and  opinions  concerning  a variety  of known and  unknown  risks,
including but not limited to changes in market conditions, the supply and demand
for leasable real estate,  interest  rates,  increased  competition,  changes in
governmental regulations,  and national and local economic conditions generally,
as well as other risks more  completely  described  in CRLP's  filings  with the
Securities  and Exchange  Commission.  If any of these  assumptions  or opinions
prove  incorrect,  any  forward-looking  statements  made on the  basis  of such
assumptions  or  opinions  may also prove  materially  incorrect  in one or more
respects.

Results of  Operations -- Three Months Ended March 31, 1998 and 1997 Revenues --
      Total revenues increased by $19.1 million, or 48.9%, for the
first quarter of 1998 when compared to the first quarter of 1997.  This increase
primarily  represents  revenues  generated by  properties  acquired or developed
during 1998 and 1997.  The  remaining  increase  relates to  increases in rental
rates at existing properties.

                                     Page 10
<PAGE>

      Operating Expenses -- Total operating expenses increased by $10.5 million,
or 51.3%,  for the first  quarter of 1998 when  compared to the first quarter of
1997.  The  majority  of this  increase,  $9.1  million,  relates to  additional
operating  expenses  associated  with properties that were acquired or developed
during 1998 and 1997. The remaining  increase  primarily relates to increases in
operating  expenses at existing  properties  and overall  increases in corporate
overhead and personnel costs associated with CRLP's continued growth.

      Other Income and Expenses -- Interest  expense  increased by $4.1 million,
or 48.2%,  for the first  quarter of 1998 when  compared to the first quarter of
1997.  The  increase  in  interest  expense  is  primarily  attributable  to the
assumption  of  acquisition-related  debt,  and the  increased  usage of  CRLP's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.

Liquidity and Capital Resources
      During  the first  quarter of 1998,  CRLP  invested  $36.1  million in its
acquisition  and  development of  properties.  CRLP financed this growth through
advances on its bank line of credit, the issuance of limited  partnership units,
assumptions of debt, and cash from  operations.  As of March 31, 1998,  CRLP had
one bank line of credit  providing for total  borrowings  of $200  million.  The
line,  which is used by CRLP  primarily  to finance  property  acquisitions  and
development,  bears  interest  at a rate  ranging  between  LIBOR plus 100 basis
points and LIBOR plus 150 basis  points and  expires in July 1998.  The  balance
outstanding on this line at March 31, 1998, was $115.6 million.

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

      CRLP is aware of the potential issues  associated with the data conversion
and  system  upgrades  necessary  for  its  computer  systems  to be  year  2000
compliant. CRLP currently believes that, with modifications to existing software
at the corporate level and upgrading  operational systems at the property level,
the year 2000 issue will not have a material  impact on the  operations of CRLP.
At the current time,  CRLP has not determined  the cost that will  ultimately be
incurred to be year 2000 compliant.







                                     Page 11
<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                          PART II -- OTHER INFORMATION



Item 2.  Changes in Securities.

      The Company from time to time issues common shares of beneficial  interest
("Common Shares") pursuant to its Dividend Reinvestment and Share Purchase Plan,
its Non-Employee Trustee Share Option Plan, its Non-Employee Trustee Share Plan,
its Employee  Share Option and  Restricted  Share Plan,  and its Employee  Share
Purchase Plan, in transactions  that are registered  under the Securities Act of
1933,  as amended (the "Act").  Pursuant to CRLP's  Second  Amended and Restated
Agreement of Limited  Partnership,  each time the Company  issues  Common Shares
pursuant to the  foregoing  plans,  CRLP issues to Colonial  Properties  Holding
Company, Inc., its general partner, an equal number of limited partnership units
("Units")  for the  same  price  at  which  the  Common  Shares  were  sold,  in
transactions  that are not registered  under the Act in reliance on Section 4(2)
of the Act. During the quarter ended March 31, 1998, CRLP issued 85,790 Units in
such transactions for an aggregate of $2.4 million.

      On January 1 and January 12,  1998,  CRLP  issued  3,241 and 9,212  Units,
respectively,  to Lakewood/Parkway  Joint Venture to complete CRLP's acquisition
of a retail  property  acquired  in  October  1997  (see  Note 2 to the Notes to
Consolidated  Condensed  Financial  Statements).  The  Units  were  valued at an
aggregate of $356,000 for purposes of the transaction.

      On January  20,  1998,  CRLP  issued  52,972  Units to Steven D. Bell,  H.
Varnell  Moore,  Hubert  Humphrey,  and  Robert E. Chase in  exchange  for their
interests  in a  store  at a  retail  property  originally  acquired  by CRLP in
November  1997  (see  Note 2 to the Notes to  Consolidated  Condensed  Financial
Statements).  The Units were valued at an aggregate of $1.6 million for purposes
of the transaction.

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

      (a)  Exhibits

          12. Ratio of Earnings to Fixed Charges

          15. Letter re:  Unaudited Interim Financial Information

      (b)  Reports on Form 8-K

          The  following  report on Form 8-K has been filed  during the  quarter
          ended March 31, 1998:

            Form 8-K dated March 31, 1998,  filed  amendments to Financial  Data
            Schedules  for  reporting  periods  during  1997 and 1996 due to the
            Registrant's adoption of Statement of Financial Accounting Standards
            No. 128, Earnings Per Share, under Item 5, "Other
            Events."





                                     Page 12
<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:  May 6, 1998                       /s/ Howard B. Nelson, Jr.
                                         -------------------------
                                         Howard B. Nelson, Jr.
                                         Chief Financial Officer
                                         (Duly Authorized Officer
                                         and Principal Financial Officer)



Date:  May 6, 1998                       /s/ Kenneth E. Howell
                                         ---------------------
                                         Kenneth E. Howell
                                         Vice President, Controller,
                                         and Assistant Secretary
                                         (Principal Accounting Officer)








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<PAGE>

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



      CRLP's ratio of earnings to fixed charges for the three months ended March
31, 1998 and 1997, was 1.93 and 2.04, respectively.

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










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<PAGE>

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



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


We are aware  that our  report  dated  April 22,  1998 on our  review of interim
financial  information of Colonial  Realty Limited  Partnership for the quarters
ended March 31, 1998 and 1997 and included in the Partnership's quarterly report
on Form 10-Q for the quarters then ended,  is  incorporated  by reference in the
registration statements on Forms S-3 related to the Shelf Registrations filed on
October  25,  1996  (File  No.  333-14401)  and  December  11,  1997  (File  No.
333-42049).  Pursuant  to Rule 436(c)  under the  Securities  Act of 1933,  this
report should not be considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.




                                                /s/ Coopers & Lybrand L.L.P.
                                                COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
May 6, 1998









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