##### Table of Contents



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

FORM 10-Q

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

|                                              |  |                                
|--------------------------------------------- |  | -------------------------------
|For the Quarterly Period Ended: June 30, 2003 |  | Commission File Number: 0-20707

COLONIAL REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


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

|                                                             |  |                 
|------------------------------------------------------------ |  | ----------------
|2101 Sixth Avenue North
Suite 750                            |  | 35203
(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 [ü]   NO [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12-b-2).

YES [ü]   NO [  ]





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TABLE OF CONTENTS



|                                              |                                                                                               |                                                                      |  |  |  |  |  | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION                
|                                              | Item 1. Financial Statements (Unaudited)                                                     
|                                              |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS                               
|                                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|                                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS                     
|                                              |                                                                                               | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS                
|                                              |                                                                                               | REPORT OF INDEPENDENT AUDITORS                                      
|                                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                              | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION                  
|                                              | Item 2. Changes in Securities                                                                
|                                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                   
|EX-12 RATIO OF EARINING TO FIXED CHARGES     
|EX-15 UNAUDITED INTERIM FINANCIAL INFORMATION
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO 
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO 
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO 
|EX-32.2 SECTION 906 CERTIFICATION OF THE CFO 



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##### Table of Contents



COLONIAL REALTY LIMITED PARTNERSHIP
INDEX TO FORM 10-Q

|                              |        |                                                                                                                                |                                                                                       |  |    |    |      |  | 
|----------------------------- | ------ | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------- |  | -- | -- | ---- |  | 
|                              |        |                                                                                                                                |                                                                                       |  |    |    | Page
|                              |        |                                                                                                                                |                                                                                       |  |    |    |     
|PART I: FINANCIAL INFORMATION |        |                                                                                                                                |                                                                                       |  |    |   
|                              | Item 1 |                                                                                                                                | Financial Statements (Unaudited)                                                      |  |    |    |     
|                              |        | Consolidated Condensed Balance Sheets as of
June 30, 2003 and December 31, 2002                                                |                                                                                       |  | 3  |   
|                              |        | Consolidated Condensed Statements of Income
and Comprehensive
Income for the Three and Six Months Ended June 30, 2003 and 2002 |                                                                                       |  | 4  |   
|                              |        | Consolidated Condensed Statements of Cash Flows
for the Six Months Ended June 30, 2003 and 2002                                |                                                                                       |  | 5  |   
|                              |        | Notes to Consolidated Condensed Financial Statements                                                                           |                                                                                       |  | 6  |   
|                              |        | Report of Independent Auditors                                                                                                 |                                                                                       |  | 14 |   
|                              | Item 2 |                                                                                                                                | Management's Discussion and Analysis of Financial
Condition and Results of Operations |  |    | 15 |     
|                              | Item 3 |                                                                                                                                | Quantitative and Qualitative Disclosures about Market Risk                            |  |    | 22 |     
|                              | Item 4 |                                                                                                                                | Controls and Procedures                                                               |  |    | 22 |     
|PART II: OTHER INFORMATION    |        |                                                                                                                                |                                                                                       |  |    |   
|                              | Item 2 |                                                                                                                                | Changes in Securities                                                                 |  |    | 22 |     
|                              | Item 6 |                                                                                                                                | Exhibits and Reports on Form 8-K                                                      |  |    | 23 |     
|SIGNATURES                    |        |                                                                                                                                |                                                                                       |  | 23 |   
|EXHIBITS                      |        |                                                                                                                                |                                                                                       |  | 24 |   

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COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)

|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |         |           | 
|---------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ---------------------- | --------- | ------------- | --------- | ----------------- | --------- | ------- | --------- | 
|                                                                                                                                         |                                                                                                                  |                        |           | (Unaudited)   |           |                   |           |        
|                                                                                                                                         |                                                                                                                  |                        |           | June 30, 2003 |           | December 31, 2002
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                  
|ASSETS                                                                                                                                   |                                                                                                                  |                        |           |               |           |                   |           |        
|Land, buildings, & equipment, net                                                                                                        |                                                                                                                  | $                      | 1,902,038 |               |           | $                 | 1,947,072 |        
|Undeveloped land and construction in progress                                                                                            |                                                                                                                  |                        | 98,896    |               |           |                   | 82,520    |        
|Cash and equivalents                                                                                                                     |                                                                                                                  |                        | 1,794     |               |           |                   | 6,236     |        
|Restricted cash                                                                                                                          |                                                                                                                  |                        | 1,921     |               |           |                   | 1,481     |        
|Accounts receivable, net                                                                                                                 |                                                                                                                  |                        | 7,517     |               |           |                   | 10,395    |        
|Prepaid expenses                                                                                                                         |                                                                                                                  |                        | 5,912     |               |           |                   | 7,560     |        
|Notes receivable                                                                                                                         |                                                                                                                  |                        | 1,458     |               |           |                   | 1,307     |        
|Deferred debt and lease costs                                                                                                            |                                                                                                                  |                        | 23,456    |               |           |                   | 23,157    |        
|Investment in partially owned entities                                                                                                   |                                                                                                                  |                        | 34,716    |               |           |                   | 36,265    |        
|Other assets                                                                                                                             |                                                                                                                  |                        | 12,872    |               |           |                   | 13,780    |        
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|                                                                                                                                         |                                                                                                                  | $                      | 2,090,580 |               |           | $                 | 2,129,773 |        
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|LIABILITIES AND PARTNERS EQUITY                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|Notes and mortgages payable                                                                                                              |                                                                                                                  | $                      | 1,152,066 |               |           | $                 | 1,262,193 |        
|Accounts payable                                                                                                                         |                                                                                                                  |                        | 13,271    |               |           |                   | 16,749    |        
|Accrued interest                                                                                                                         |                                                                                                                  |                        | 15,215    |               |           |                   | 13,974    |        
|Accrued expenses                                                                                                                         |                                                                                                                  |                        | 16,512    |               |           |                   | 6,516     |        
|Tenant deposits                                                                                                                          |                                                                                                                  |                        | 3,161     |               |           |                   | 3,201     |        
|Unearned rent                                                                                                                            |                                                                                                                  |                        | 2,242     |               |           |                   | 7,736     |        
|Other liabilities                                                                                                                        |                                                                                                                  |                        | 5,746     |               |           |                   | 4,497     |        
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|                                                                                                                                         |                                                                                                                  | Total liabilities      |           |               | 1,208,213 |                   |           |         | 1,314,866 | 
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|Redeemable units, at redemption value - 10,419,556 and 11,159,027 units
outstanding at June 30, 2003 and December 31, 2002, respectively |                                                                                                                  |                        | 366,664   |               |           |                   | 366,156   |        
|General partner -                                                                                                                        |                                                                                                                  |                        |           |               |           |                   |           |        
|                                                                                                                                         | Common equity - 25,882,652 and 20,976,629 units outstanding at
June 30, 2003 and December 31, 2002, respectively |                        |           | 252,231       |           |                   |           | 186,263 |          
|                                                                                                                                         | Preferred equity ($175,000 liquidation preference)                                                               |                        |           | 168,935       |           |                   |           | 168,669 |          
|Limited partners preferred equity ($100,000 liquidation preference)                                                                     |                                                                                                                  |                        | 97,406    |               |           |                   | 97,406    |        
|Accumulated other comprehensive income (loss)                                                                                            |                                                                                                                  |                        | (2,869    | )             |           |                   | (3,587    | )      
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|                                                                                                                                         |                                                                                                                  | Total partners equity |           |               | 515,703   |                   |           |         | 448,751   | 
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        
|                                                                                                                                         |                                                                                                                  | $                      | 2,090,580 |               |           | $                 | 2,129,773 |        
|                                                                                                                                         |                                                                                                                  |                        |           |               |           |                   |           |        

The accompanying notes are an integral part of these consolidated financial statements.

3



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COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(in thousands, except per unit data)

|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |         |         |        |  
|------------------------------------------- | ---------------------------------- | ------------------------------------------ | -------------------------------------------------------- | ------- | ------------------ | ------- | ---------------- | ------- | ------ | ------ | ------- | ------- | ------- | ------- | ------- | ------- | ------- | ------ | -
|                                            |                                    |                                            |                                                          |         | Three Months Ended |         | Six Months Ended
|                                            |                                    |                                            |                                                          |         | June 30,           |         | June 30,        
|                                            |                                    |                                            |                                                          |         |                    |         |                 
|                                            |                                    |                                            |                                                          |         | 2003               |         | 2002             |         | 2003   |        | 2002   
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |        
|Revenue:                                    |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            | Minimum rent                       |                                            | $                                                        | 65,663  |                    |         | $                | 61,830  |        |        | $       | 130,867 |         |         | $       | 123,312 |        
|                                            | Percentage rent                    |                                            |                                                          | 601     |                    |         |                  | 672     |        |        |         | 1,172   |         |         |         | 1,139   |        
|                                            | Tenant recoveries                  |                                            |                                                          | 10,301  |                    |         |                  | 10,308  |        |        |         | 20,566  |         |         |         | 20,246  |        
|                                            | Other property related revenue     |                                            |                                                          | 6,650   |                    |         |                  | 4,536   |        |        |         | 11,771  |         |         |         | 8,767   |        
|                                            | Other non-property related revenue |                                            |                                                          | 1,608   |                    |         |                  | 1,889   |        |        |         | 2,707   |         |         |         | 3,653   |        
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    | Total revenue                              |                                                          |         | 84,823             |         |                  |         | 79,235 |        |         |         | 167,083 |         |         |         | 157,117 |       
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Operating Expenses:                         |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Property operating expenses:                |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            | General operating expenses         |                                            |                                                          | 5,944   |                    |         |                  | 5,400   |        |        |         | 11,719  |         |         |         | 10,683  |        
|                                            | Salaries and benefits              |                                            |                                                          | 3,872   |                    |         |                  | 3,850   |        |        |         | 7,519   |         |         |         | 7,638   |        
|                                            | Repairs and maintenance            |                                            |                                                          | 8,876   |                    |         |                  | 7,829   |        |        |         | 17,115  |         |         |         | 14,939  |        
|                                            | Taxes, licenses, and insurance     |                                            |                                                          | 7,902   |                    |         |                  | 7,296   |        |        |         | 15,847  |         |         |         | 14,843  |        
|General and administrative                  |                                    |                                            | 5,262                                                    |         |                    |         | 4,472            |         |        |        | 10,065  |         |         |         | 8,277   |        
|Depreciation                                |                                    |                                            | 20,112                                                   |         |                    |         | 17,245           |         |        |        | 39,607  |         |         |         | 34,676  |        
|Amortization                                |                                    |                                            | 1,958                                                    |         |                    |         | 2,025            |         |        |        | 3,940   |         |         |         | 4,104   |        
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    | Total operating expenses                   |                                                          |         | 53,926             |         |                  |         | 48,117 |        |         |         | 105,812 |         |         |         | 95,160  |       
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    | Income from operations                     |                                                          |         | 30,897             |         |                  |         | 31,118 |        |         |         | 61,271  |         |         |         | 61,957  |       
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Other income (expense):                     |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            | Interest expense                   |                                            |                                                          | (17,184 | )                  |         |                  | (15,223 | )      |        |         | (33,760 | )       |         |         | (30,985 | )      
|                                            | Income from investments            |                                            |                                                          | 5       |                    |         |                  | 57      |        |        |         | 90      |         |         |         | 401     |        
|                                            | Loss on hedging activities         |                                            |                                                          | (79     | )                  |         |                  |        |        |        |         | (316    | )       |         |         | (7      | )      
|                                            | Gains from sales of property       |                                            |                                                          | 2,277   |                    |         |                  | 22,304  |        |        |         | 2,307   |         |         |         | 32,112  |        
|                                            | Other                              |                                            |                                                          | 167     |                    |         |                  | 32      |        |        |         | 349     |         |         |         |        |        
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Total other income (expense)                             |         |                    | (14,814 | )                |         |        | 7,170  |         |         |         | (31,330 | )       |         |         | 1,521  |  
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Income from continuing operations                        |         |                    | 16,083  |                  |         |        | 38,288 |         |         |         | 29,941  |         |         |         | 63,478 |  
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Income from discontinued operations         |                                    |                                            |                                                         |         |                    |         | 613              |         |        |        | 246     |         |         |         | 1,162   |        
|Gain on disposal of discontinued operations |                                    |                                            |                                                         |         |                    |         |                 |         |        |        | 9,627   |         |         |         |        |        
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    | Income from discontinued operations        |                                                          |         |                   |         |                  |         | 613    |        |         |         | 9,873   |         |         |         | 1,162   |       
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    | Net income                                 |                                                          |         | 16,083             |         |                  |         | 38,901 |        |         |         | 39,814  |         |         |         | 64,640  |       
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Dividends to preferred unitholders          |                                    |                                            | (6,191                                                   | )       |                    |         | (6,108           | )       |        |        | (12,301 | )       |         |         | (12,219 | )      
|Preferred unit issuance costs               |                                    |                                            | (4,451                                                   | )       |                    |         |                 |         |        |        | (4,451  | )       |         |         |        |        
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    | Net income available to common unitholders |                                                          | $       | 5,441              |         |                  | $       | 32,793 |        |         | $       | 23,062  |         |         | $       | 52,421  |       
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Net income per common unit  Basic:         |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Income from continuing operations                        |         | $                  | 0.16    |                  |         | $      | 0.97   |         |         | $       | 0.38    |         |         | $       | 1.56   |  
|                                            |                                    |                                            | Income from discontinued operations                      |         |                    |        |                  |         |        | 0.02   |         |         |         | 0.29    |         |         |         | 0.04   |  
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Net income per common unit  Basic                       |         | $                  | 0.16    |                  |         | $      | 0.99   |         |         | $       | 0.67    |         |         | $       | 1.60   |  
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Net income per common unit  Diluted:       |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Income from continuing operations                        |         | $                  | 0.16    |                  |         | $      | 0.96   |         |         | $       | 0.38    |         |         | $       | 1.55   |  
|                                            |                                    |                                            | Income from discontinued operations                      |         |                    |        |                  |         |        | 0.02   |         |         |         | 0.29    |         |         |         | 0.04   |  
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Net income per common unit  Diluted                     |         | $                  | 0.16    |                  |         | $      | 0.98   |         |         | $       | 0.67    |         |         | $       | 1.58   |  
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Average units outstanding:                  |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|                                            |                                    |                                            | Basic                                                    |         |                    | 34,732  |                  |         |        | 33,169 |         |         |         | 34,274  |         |         |         | 32,849 |  
|                                            |                                    |                                            | Diluted                                                  |         |                    | 34,982  |                  |         |        | 33,488 |         |         |         | 34,478  |         |         |         | 33,114 |  
|STATEMENTS OF COMPREHENSIVE INCOME          |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Net income available to common unitholders  |                                    | $                                          | 5,441                                                    |         |                    | $       | 32,793           |         |        | $      | 23,062  |         |         | $       | 52,421  |        
|Other comprehensive income                  |                                    |                                            | 518                                                      |         |                    |         | (1,788           | )       |        |        | 718     |         |         |         | (778    | )      
|                                            |                                    |                                            | Unrealized income (loss) on cash flow hedging activities |         |                    | 518     |                  |         |        | (1,788 | )       |         |         | 718     |         |         |         | (778   | )
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        
|Comprehensive income                        |                                    | $                                          | 5,959                                                    |         |                    | $       | 31,005           |         |        | $      | 23,780  |         |         | $       | 51,643  |        
|                                            |                                    |                                            |                                                          |         |                    |         |                  |         |        |        |         |         |         |         |         |        

The accompanying notes are an integral part of these consolidated financial statements.

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##### Table of Contents






COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |        |         |         |         |  
|----------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | -------- | ---------------- | ------ | ------ | ------- | ------- | ------- | -
|                                          |                                                                                   |                                                         |                                             |                                                     |          | Six Months Ended
|                                          |                                                                                   |                                                         |                                             |                                                     |          | June 30,        
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                 
|                                          |                                                                                   |                                                         |                                             |                                                     |          | 2003             |        | 2002  
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|Cash flows from operating activities:     |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          | Net income                                                                        |                                                         | $                                           | 39,814                                              |          |                  | $      | 64,640 |        
|                                          | Adjustments to reconcile net income to net cash provided
by operating activities: |                                                         |                                             |                                                     |          |                  |        |        |        
|                                          |                                                                                   | Depreciation and amortization                           |                                             |                                                     | 43,547   |                  |        |        | 39,495  |        
|                                          |                                                                                   | Income from unconsolidated subsidiaries                 |                                             |                                                     | (90      | )                |        |        | (401    | )      
|                                          |                                                                                   | Gains from sales of property                            |                                             |                                                     | (11,934  | )                |        |        | (32,112 | )      
|                                          |                                                                                   | Other                                                   |                                             |                                                     |         |                  |        |        | 641     |        
|                                          | Decrease (increase) in:                                                           |                                                         |                                             |                                                     |          |                  |        |        |        
|                                          |                                                                                   | Restricted cash                                         |                                             |                                                     | (440     | )                |        |        | 417     |        
|                                          |                                                                                   | Accounts receivable                                     |                                             |                                                     | 2,727    |                  |        |        | 249     |        
|                                          |                                                                                   | Prepaid expenses                                        |                                             |                                                     | 1,648    |                  |        |        | 1,382   |        
|                                          |                                                                                   | Other assets                                            |                                             |                                                     | (3,675   | )                |        |        | (5,384  | )      
|                                          | Increase (decrease) in:                                                           |                                                         |                                             |                                                     |          |                  |        |        |        
|                                          |                                                                                   | Accounts payable                                        |                                             |                                                     | (2,047   | )                |        |        | (1,646  | )      
|                                          |                                                                                   | Accrued interest                                        |                                             |                                                     | 1,241    |                  |        |        | 90      |        
|                                          |                                                                                   | Accrued expenses and other                              |                                             |                                                     | 6,033    |                  |        |        | (1,213  | )      
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          |                                                                                   |                                                         | Net cash provided by operating activities   |                                                     |          | 76,824           |        |        |         | 66,158  |        
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|Cash flows from investing activities:     |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          |                                                                                   | Acquisition of properties                               |                                             |                                                     |         |                  |        |        | (72,442 | )      
|                                          |                                                                                   | Development expenditures                                |                                             |                                                     | (15,301  | )                |        |        | (37,731 | )      
|                                          |                                                                                   | Tenant improvements                                     |                                             |                                                     | (9,604   | )                |        |        | (6,810  | )      
|                                          |                                                                                   | Capital expenditures                                    |                                             |                                                     | (7,071   | )                |        |        | (7,446  | )      
|                                          |                                                                                   | Proceeds from notes receivable                          |                                             |                                                     |         |                  |        |        | 11,513  |        
|                                          |                                                                                   | Proceeds from sales of property, net of selling costs   |                                             |                                                     | 32,772   |                  |        |        | 94,160  |        
|                                          |                                                                                   | Distributions from unconsolidated subsidiaries          |                                             |                                                     | 2,035    |                  |        |        | 1,543   |        
|                                          |                                                                                   | Capital contributions to unconsolidated subsidiaries    |                                             |                                                     | (396     | )                |        |        | (4,339  | )      
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          |                                                                                   |                                                         |                                             | Net cash provided by (used in) investing activities |          |                  | 2,435  |        |         |         | (21,552 | )
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|Cash flows from financing activities:     |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          |                                                                                   | Principal reductions of debt                            |                                             |                                                     | (118,632 | )                |        |        | (11,917 | )      
|                                          |                                                                                   | Proceeds from additional borrowings                     |                                             |                                                     | 186,470  |                  |        |        | 52,750  |        
|                                          |                                                                                   | Net change in revolving credit balances                 |                                             |                                                     | (175,410 | )                |        |        | (49,766 | )      
|                                          |                                                                                   | Cash contributions from the issuance of preferred units |                                             |                                                     | 120,718  |                  |        |        |        |        
|                                          |                                                                                   | Redemption of preferred units                           |                                             |                                                     | (125,000 | )                |        |        |        |        
|                                          |                                                                                   | Cash contributions                                      |                                             |                                                     | 87,151   |                  |        |        | 36,503  |        
|                                          |                                                                                   | Capital distributions                                   |                                             |                                                     | (57,372  | )                |        |        | (55,374 | )      
|                                          |                                                                                   | Other, net                                              |                                             |                                                     | (1,626   | )                |        |        | (1,028  | )      
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          |                                                                                   |                                                         | Net cash used in financing activities       |                                                     |          | (83,701          | )      |        |         | (28,832 | )      
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|                                          |                                                                                   |                                                         | Increase (decrease) in cash and equivalents |                                                     |          | (4,442           | )      |        |         | 15,774  |        
|Cash and equivalents, beginning of period |                                                                                   |                                                         | 6,236                                       |                                                     |          |                  | 10,127 |       
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       
|Cash and equivalents, end of period       |                                                                                   | $                                                       | 1,794                                       |                                                     |          | $                | 25,901 |       
|                                          |                                                                                   |                                                         |                                             |                                                     |          |                  |        |       

The accompanying notes are an integral part of these consolidated financial statements.

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COLONIAL REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)

The consolidated financial statements of Colonial Realty Limited
Partnership have been prepared pursuant to the Securities and Exchange
Commission (SEC) rules and regulations. The following notes, which represent
interim disclosures as required by the SEC, highlight significant changes to
the notes to the December 31, 2002 audited consolidated financial statements of
Colonial Realty Limited Partnership and should be read together with the
financial statements and notes thereto included in the Form 10-K.

Note 1 Organization and Business

Colonial Realty Limited Partnership (CRLP) is the operating partnership
of Colonial Properties Trust (the Trust), an Alabama real estate investment
trust whose shares are traded on the New York Stock Exchange. The Trust was
originally formed as a Maryland real estate investment trust on July 9, 1993
and reorganized as an Alabama real estate investment trust under a new Alabama
REIT statute on August 21, 1995. The Trust is a fully integrated,
self-administered and self-managed REIT, which means that it is engaged in the
acquisition, development, ownership, management and leasing of commercial real
estate property. The Trusts activities include ownership and operation of a
diversified portfolio of properties located in the Sunbelt region of the United
States, consisting of 40 multifamily apartment communities, 23 office
properties and 45 retail properties, as of June 30, 2003.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include CRLP, Colonial Properties
Services Limited Partnership (in which CRLP holds 99% general and limited
partner interests), and Colonial Properties Services, Inc. (CPSI). CPSI is a
taxable REIT subsidiary of the Trust that is not entitled to a dividends paid
deduction and is subject to federal, state and local income taxes. CPSI
provides property development, leasing and management for third-party owned
properties and administrative services to CRLP. CRLP generally reimburses CPSI
for payroll and other costs incurred in providing services to CRLP. All
inter-company transactions are eliminated in the accompanying consolidated
financial statements. Entities in which CRLP owns, directly or indirectly, a
fifty percent or less interest and does not control are reflected in the
consolidated financial statements as investments accounted for under the equity
method. Under this method the investment is carried at cost plus or minus
equity in undistributed earnings or losses since the date of acquisition.

Use of Estimates

The preparation of consolidated condensed financial statements in
conformity with accounting principles generally accepted in the United States
(GAAP) requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates.

Unaudited Interim Statements

The consolidated financial statements as of and for the three and six
months ended June 30, 2003 and 2002 and related footnote disclosures are
unaudited. In the opinion of management, such financial statements reflect all
adjustments necessary for a fair presentation of the results of the interim
periods. All such adjustments are of a normal, recurring nature.

Reclassifications

Certain reclassifications have been made to the previously reported 2002
statements in order to provide comparability with the 2003 statements reported
herein. These reclassifications have no impact on partners equity or net
income.

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Recent Pronouncements of the Financial Accounting Standards Board (FASB)

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS 145 rescinds SFAS 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. As a result, the criteria
in Accounting Principles Board Opinion 30, will now be used to classify those
gains and losses. SFAS 64 amended SFAS 4, and is no longer necessary because
SFAS 4 has been rescinded. SFAS 44 and the amended sections of SFAS 13 are not
applicable to CRLP and therefore have no effect on CRLPs financial statements.
SFAS 145 is effective for fiscal years beginning after May 15, 2002 with early
application encouraged. The adoption of SFAS 145 on January 1, 2003 has not had
a material effect on CRLP.

On November 25, 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB
Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of SFAS 5, Accounting for Contingencies, relating
to the guarantors accounting for, and disclosure of, the issuance of certain
types of guarantees. The disclosure provisions of the Interpretation are
effective for financial statements for periods that end after December 15,
2002. However, the provisions for initial recognition and measurement are
effective on a prospective basis for guarantees that are issued or modified
after December 31, 2002, irrespective of a guarantors year end. See Note 15,
Guarantees and Other Arrangements of CRLPs Annual Report on Form 10-K, for
additional discussion of CRLPs financial guarantees as of December 31, 2002.
The initial adoption of this standard did not have an impact on the financial
condition or results of operations. Management does not believe the provisions
of this standard will have a material impact on future operations of CRLP.

On January 15, 2003, FASB completed its redeliberations of the project
related to the consolidation of variable interest entities which culminated
with the issuance of FASB Interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities (VIEs). FIN 46 states that if a business enterprise
has a controlling financial interest in a VIE, the assets, liabilities and
results of the activities of the VIE should be included in the consolidated
financial statements of the business enterprise. This Interpretation explains
how to identify VIEs and how an enterprise assesses its interests in a VIE to
decide whether to consolidate that entity. FIN 46 also requires existing
unconsolidated VIEs to be consolidated by their primary beneficiaries if the
entities do not effectively disperse risks among parties involved. VIEs that
effectively disperse risks will not be consolidated unless a single party holds
an interest or combination of interests that effectively recombines risks that
were previously dispersed. This Interpretation applies immediately to variable
interest entities created after January 31, 2003, and to VIEs in which an
enterprise obtains an interest after that date. It applies in the first fiscal
year or interim period beginning after June 15, 2003, to VIEs in which an
enterprise holds a variable interest that it acquired before February 1, 2003.

CRLP has identified certain relationships that it deems reasonably
possible are VIEs in which it holds a significant variable interest. CRLP
deems that it is reasonably possible that its investments in partially owned
entities are VIEs. CRLPs maximum exposure to loss is limited to the carrying
value of CRLPs investments in those entities, which is $34.7 million as of
June 30, 2003. In addition to these VIEs, CRLP considers its relationship with
four other entities to be potential VIEs. These other entities are more fully
discussed in Note 15 of CRLPs 2002 Annual Report on Form 10-K and Note 8
herein, and primarily relate to the commitment to fund development through a
mezzanine financing commitment and other guarantees. The maximum exposure
related to these other entities is limited to the amount of the funding
commitment and other guarantees and is $11.6 million as of June 30, 2002, which
results in a total maximum exposure to CRLP attributable to all potential VIEs
in the aggregate amount of $46.3 million. CRLP is currently evaluating the
consolidation provisions of FIN 46 and does not anticipate consolidation of its
potential VIEs will be required for the agreements entered into prior to
December 31, 2002. For the funding commitment entered into in April 2003, as
discussed in Note 8 herein, CRLP has evaluated the arrangement and has
determined that the relationship is a VIE. However, under the consolidation
provisions of FIN 46, consolidation of the VIE is not required.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity(SFAS
150). SFAS 150 establishes how an issuer classifies and measures certain free
standing financial instruments with characteristics of both liabilities and
equity and requires that such instruments be classified as liabilities. SFAS
150 was effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003 for those existing financial instruments
subject to the provisions of SFAS No. 150. CRLP has not

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entered into any financial instruments within the scope of SFAS 150 since May
31, 2003. CRLP is currently evaluating the impact of this pronouncement on
financial instruments in place prior to May 31, 2003.

Note 3 Capital Structure

At June 30, 2003, the Trust controlled CRLP as the sole general partner
and as the holder of 71.3% of the common units of CRLP and 63.6% of the
preferred units (the Series C Preferred Units and Series D Preferred Units).
The limited partners of CRLP who hold common units or redeemable units, are
those persons (including certain officers and directors) who, at the time of
the Initial Public Offering, elected to hold all or a portion of their interest
in the form of units rather than receiving units of common stock of the Trust,
or individuals from whom CRLP acquired certain properties, who elected to
receive units in exchange for the properties. Redeemable units represent the
number of outstanding limited partnership units as of the date of the
applicable balance sheet, valued at the closing market value of the Trusts
common shares. Each redeemable unit may be redeemed by the holder thereof for
either one share of Common Stock or cash equal to the fair market value thereof
at the time of such redemption, at the option of the Trust. Additionally, in
1999, CRLP issued $100 million of Series B Cumulative Redeemable Perpetual
Preferred Units (Series B Units) in a private placement, that are
exchangeable for Series B Preferred Shares of the Trust after ten years at the
option of the holders of the Series B Units.

The Board of Trustees of the Trust manages CRLP by directing the affairs
of the Trust. The Trusts interests in CRLP entitle it to share in cash
distributions from, and in the profits and losses of, CRLP in proportion to the
Trusts percentage interest therein and entitle the Trust to vote on all
matters requiring a vote of the limited partners.

Note 4  Financing Activities

On April 4, 2003, CRLP completed a $125.0 million public debt offering of
unsecured senior notes. The notes, which mature in April 2013, bear a coupon
rate of 6.15%, and were priced to yield an effective rate of 6.18% over the ten
year term. CRLP used the net proceeds of the offering to repay a portion of
the outstanding balance on its unsecured line of credit.

On April 30, 2003, the Trust issued $125.0 million or 5,000,000 depositary
shares, each representing 1/10 of a share of 8.125% Series D Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Trust. The
depositary shares may be called by the Trust on or after April 30, 2008 and
have a liquidation preference of $25.00 per depositary share. The depositary
shares have no stated maturity, sinking fund or mandatory redemption and are
not convertible into any other securities of the Trust. Pursuant to the
partnership agreement, the Trust contributed the net proceeds of the foregoing
transaction to CRLP in exchange for preferred units of CRLP. The net proceeds
of the offering were approximately $120.7 million and were used to redeem the
Trusts $125.0 million 8.75% Series A Preferred Shares on May 7, 2003. Upon
redemption of the Series A preferred shares, CRLP deducted the original
issuance costs of Series A preferred shares of $4.5 million from net income
available to common unitholders, in accordance with the SECs clarification of
Emerging Issues Task Force (EITF) Abstracts, Topic No. D-42 The Effect on the
Calculation of Earnings per Share for the Redemption or Induced Conversion of
Preferred Stock.

On June 2, 2003, the Trust issued $75.2 million or 2,110,000 of its common
shares at $35.65 per share in a public offering, in which Merrill Lynch & Co.
acted as underwriter. The net proceeds from the offering to the Trust, after
deducting offering expenses, were $72.5 million. Pursuant to the partnership
agreement, the Trust contributed the net proceeds of the foregoing transaction
to CRLP in exchange for units of general partnership interest in CRLP. CRLP
intends to use the net proceeds of the offering for general company purposes,
which may include the development, redevelopment and acquisition of properties.
Pending one or more such uses, CRLP used the net proceeds from this offering
to repay a portion of the outstanding balance on its unsecured line of credit.

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Note 5 Net Income Per Unit

The following table sets forth the computation of basic and diluted
earnings per unit:

(amounts in thousands, except per unit data)

|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |         |      | 
|------------------------------------------------------------------------------ | --------------------------------------------------- | --------------------------- | ------ | -------- | ---- | -------- | ------ | -------- | ---- | -------- | ------ | ------- | ---- |  | ------ | ------- | ---- | 
|                                                                               |                                                     |                             |        | Three    |      | Three    |        | Six      |      | Six     
|                                                                               |                                                     |                             |        | Months   |      | Months   |        | Months   |      | Months  
|                                                                               |                                                     |                             |        | Ended    |      | Ended    |        | Ended    |      | Ended   
|                                                                               |                                                     |                             |        | June 30, |      | June 30, |        | June 30, |      | June 30,
|                                                                               |                                                     |                             |        | 2003     |      | 2002     |        | 2003     |      | 2002    
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |         
|Numerator:                                                                     |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|                                                                               | Net income                                          |                             | $      | 16,083   |      |          | $      | 38,901   |      |          | $      | 39,814  |      |  | $      | 64,640  |     
|                                                                               | Less: Preferred distributions                       |                             |        | (6,191   | )    |          |        | (6,108   | )    |          |        | (12,301 | )    |  |        | (12,219 | )   
|                                                                               | Less: Preferred unit issuance costs                 |                             |        | (4,451   | )    |          |        | 0        |      |          |        | (4,451  | )    |  |        | 0       |     
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|                                                                               | Income available to common unitholders              |                             | $      | 5,441    |      |          | $      | 32,793   |      |          | $      | 23,062  |      |  | $      | 52,421  |     
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|Denominator:                                                                   |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|Denominator for basic net income per share 
weighted average units            |                                                     |                             | 34,732 |          |      |          | 33,169 |          |      |          | 34,274 |         |      |  | 32,849 |        
|Effect of dilutive securities:                                                 |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|                                                                               | Trustee and employee stock options,
treasury method |                             |        | 250      |      |          |        | 319      |      |          |        | 204     |      |  |        | 265     |     
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|Denominator for diluted net income per share 
adjusted weighted average units |                                                     |                             | 34,982 |          |      |          | 33,488 |          |      |          | 34,478 |         |      |  | 33,114 |        
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|                                                                               |                                                     | Basic net income per unit   |        | $        | 0.16 |          |        | $        | 0.99 |          |        | $       | 0.67 |  |        | $       | 1.60 | 
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        
|                                                                               |                                                     | Diluted net income per unit |        | $        | 0.16 |          |        | $        | 0.98 |          |        | $       | 0.67 |  |        | $       | 1.58 | 
|                                                                               |                                                     |                             |        |          |      |          |        |          |      |          |        |         |      |  |        |        

Options to purchase 80,000 common shares of the Trust at a weighted
average exercise price of $34.97 per share were outstanding during 2003, 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
Trusts common shares and, therefore, the effect would be antidilutive.

Note 6 Income (Loss) from Discontinued Operations

During the quarter ended June 30, 2003, CRLP had no operating property
dispositions. During the first quarter of 2003, CRLP sold one retail property
and one multifamily property for proceeds of approximately $30.9 million. In
accordance with SFAS No. 144 Accounting for the Impairment on Disposal of
Long-Lived Assets, net income and gain (loss) on disposition of real estate for
properties sold, in which CRLP does not maintain continuing involvement, are
reflected in the consolidated statements of income as discontinued operations
for all periods presented. Below is a summary of the operations of the
properties sold during 2002 and 2003 that are classified as discontinued
operations:

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|                                                                                              |                        |          |                    |          |                  |   |       |       |      |   |       |     |   |   |       |       | 
|--------------------------------------------------------------------------------------------- | ---------------------- | -------- | ------------------ | -------- | ---------------- | - | ----- | ----- | ---- | - | ----- | --- | - | - | ----- | ----- | 
|                                                                                              |                        |          | Three Months Ended |          | Six Months Ended
|(amounts in thousands)                                                                        |                        | June 30, |                    | June 30,
|                                                                                              |                        |          |                    |         
|                                                                                              |                        |          | 2003               |          | 2002             |   | 2003  |       | 2002
|                                                                                              |                        |          |                    |          |                  |   |       |       |     
|Property revenues:                                                                            |                        |          |                    |          |                  |   |       |       |      |   |       |     |   |   |       |      
|                                                                                              | Base rent              |          | $                  |         |                  |   | $     | 1,238 |      |   | $     | 628 |   |   | $     | 2,386 | 
|                                                                                              | Percentage rent        |          |                    |         |                  |   |       | 2     |      |   |       | (9  | ) |   |       | 20    | 
|                                                                                              | Tenant recoveries      |          |                    |         |                  |   |       | 170   |      |   |       | 60  |   |   |       | 318   | 
|                                                                                              | Other property revenue |          |                    |         |                  |   |       | 52    |      |   |       | 28  |   |   |       | 102   | 
|                                                                                              |                        |          |                    |          |                  |   |       |       |      |   |       |     |   |   |       |      
|Total property revenues                                                                       |                        |          |                   |          |                  |   | 1,462 |       |      |   | 707   |     |   |   | 2,826 |      
|Property operating and maintenance expense                                                    |                        |          |                   |          |                  |   | 489   |       |      |   | 267   |     |   |   | 949   |      
|Depreciation                                                                                  |                        |          |                   |          |                  |   | 346   |       |      |   | 190   |     |   |   | 689   |      
|Amortization                                                                                  |                        |          |                   |          |                  |   | 14    |       |      |   | 4     |     |   |   | 26    |      
|                                                                                              |                        |          |                    |          |                  |   |       |       |      |   |       |     |   |   |       |      
|                                                                                              |                        |          |                   |          |                  |   | 849   |       |      |   | 461   |     |   |   | 1,664 |      
|Income from discontinued operations before net gain
on disposition of discontinued operations |                        |          |                   |          |                  |   | 613   |       |      |   | 246   |     |   |   | 1,162 |      
|Net gain on disposition of discontinued operations                                            |                        |          |                   |          |                  |   |      |       |      |   | 9,627 |     |   |   |      |      
|                                                                                              |                        |          |                    |          |                  |   |       |       |      |   |       |     |   |   |       |      
|Income from discontinued operations                                                           |                        | $        |                   |          |                  | $ | 613   |       |      | $ | 9,873 |     |   | $ | 1,162 |      
|                                                                                              |                        |          |                    |          |                  |   |       |       |      |   |       |     |   |   |       |      

Note 7 Segment Information

CRLP is organized into, and manages its business based on the performance
of three separate and distinct operating divisions: Multifamily, Office, and
Retail. Each division has a separate management team that is responsible for
acquiring, developing, managing, and leasing properties within each division.
The applicable accounting policies of the segments are the same as those
described in the Summary of Significant Accounting Policies in CRLPs 2002
Annual Report. The pro rata portion of the revenues, net operating income
(NOI), and assets of the partially-owned entities and joint ventures that CRLP
has entered into are included in the applicable segment information.
Additionally, the revenues and NOI of properties sold that are classified as
discontinued operations are also included in the applicable segment
information. In reconciling the segment information presented below to total
revenues, income from continuing operations, and total assets, investments in
partially-owned entities and joint ventures are eliminated as equity
investments and their related activity are reflected in the consolidated
financial statements as investments accounted for under the equity method and
discontinued operations are reported separately. Management evaluates the
performance of its segments and allocates resources to them based on divisional
NOI. Divisional NOI is defined as total property revenues, including
unconsolidated partnerships and joint ventures, less real estate expenses (such
items as repairs and maintenance, payroll, utilities, property taxes,
insurance, advertising). Divisional information and the reconciliation of
total divisional revenues to total revenues, total divisional NOI to income
from continuing operations and minority interest, and total divisional assets
to total assets, for the three and six months ended June 30, 2003 and 2002, and
for the periods ended June 30, 2003 and December 31, 2002 is presented below:

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|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |         |        |         | 
|-------------- | ----------------------------------- | --------------------------------- | ---------------------------- | ------- | ------------------ | ------ | ---------------- | ------- | ------ | ------ |  | ------- | ------ | ------- |  | ------- | ------ | ------- | 
|               |                                     |                                   |                              |         | Three Months Ended |        | Six Months Ended
|               |                                     |                                   |                              |         | June 30,           |        | June 30,        
|               |                                     |                                   |                              |         |                    |        |                 
|(in thousands) |                                     | 2003                              |                              | 2002    |                    | 2003   |                  | 2002   
|               |                                     |                                   |                              |         |                    |        |                  |        
|Revenues:      |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               | Divisional Revenues                 |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |         |       
|               |                                     | Multifamily                       |                              | $       | 24,589             |        |                  | $       | 26,534 |        |  | $       | 48,994 |         |  | $       | 54,809 |        
|               |                                     | Office                            |                              |         | 25,124             |        |                  |         | 17,119 |        |  |         | 47,793 |         |  |         | 32,114 |        
|               |                                     | Retail                            |                              |         | 37,450             |        |                  |         | 38,207 |        |  |         | 76,286 |         |  |         | 75,670 |        
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               |                                     |                                   | Total Divisional Revenues:   |         |                    | 87,163 |                  |         |        | 81,860 |  |         |        | 173,073 |  |         |        | 162,593 | 
|               | Partially-owned subsidiaries        |                                   |                              | (3,927  | )                  |        |                  | (3,029  | )      |        |  | (7,854  | )      |         |  | (6,170  | )     
|               | Unallocated corporate revenues      |                                   |                              | 1,587   |                    |        |                  | 1,866   |        |        |  | 2,571   |        |         |  | 3,520   |       
|               | Discontinued operations revenues    |                                   |                              |        |                    |        |                  | (1,462  | )      |        |  | (707    | )      |         |  | (2,826  | )     
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               |                                     |                                   | Total Consolidated Revenues: |         | $                  | 84,823 |                  |         | $      | 79,235 |  |         | $      | 167,083 |  |         | $      | 157,117 | 
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|NOI:           |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               | Divisional NOI                      |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |         |       
|               |                                     | Multifamily                       |                              | $       | 15,162             |        |                  | $       | 17,255 |        |  | $       | 30,487 |         |  | $       | 35,930 |        
|               |                                     | Office                            |                              |         | 18,154             |        |                  |         | 11,929 |        |  |         | 34,037 |         |  |         | 22,436 |        
|               |                                     | Retail                            |                              |         | 25,572             |        |                  |         | 26,409 |        |  |         | 52,786 |         |  |         | 52,477 |        
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               |                                     |                                   | Total Divisional NOI:        |         |                    | 58,888 |                  |         |        | 55,593 |  |         |        | 117,310 |  |         |        | 110,843 | 
|               | Partially-owned subsidiaries        |                                   |                              | (2,211  | )                  |        |                  | (1,597  | )      |        |  | (4,480  | )      |         |  | (3,424  | )     
|               | Unallocated corporate revenues      |                                   |                              | 1,587   |                    |        |                  | 1,866   |        |        |  | 2,571   |        |         |  | 3,520   |       
|               | Discontinued operations NOI         |                                   |                              |        |                    |        |                  | (973    | )      |        |  | (440    | )      |         |  | (1,877  | )     
|               | General and administrative expenses |                                   |                              | (5,262  | )                  |        |                  | (4,472  | )      |        |  | (10,065 | )      |         |  | (8,277  | )     
|               | Depreciation                        |                                   |                              | (20,112 | )                  |        |                  | (17,245 | )      |        |  | (39,606 | )      |         |  | (34,676 | )     
|               | Amortization                        |                                   |                              | (1,958  | )                  |        |                  | (2,025  | )      |        |  | (3,940  | )      |         |  | (4,104  | )     
|               | Other                               |                                   |                              | (35     | )                  |        |                  | (29     | )      |        |  | (79     | )      |         |  | (48     | )     
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               |                                     | Income from operations            |                              |         | 30,897             |        |                  |         | 31,118 |        |  |         | 61,271 |         |  |         | 61,957 |        
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               | Total other expense                 |                                   |                              | (14,814 | )                  |        |                  | 7,170   |        |        |  | (31,330 | )      |         |  | 1,521   |       
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        
|               |                                     | Income from continuing operations |                              | $       | 16,083             |        |                  | $       | 38,288 |        |  | $       | 29,941 |         |  | $       | 63,478 |        
|               |                                     |                                   |                              |         |                    |        |                  |         |        |        |  |         |        |         |  |        

|               |                                  |             |                          |              |         |           |           |          |         |           | 
|-------------- | -------------------------------- | ----------- | ------------------------ | ------------ | ------- | --------- | --------- | -------- | ------- | --------- | 
|               |                                  | June 30,    |                          | December 31,
|(in thousands) |                                  | 2003        |                          | 2002        
|               |                                  |             |                          |             
|Assets:        |                                  |             |                          |              |         |           |           |         
|               | Divisional Assets                |             |                          |              |         |           |           |          |        
|               |                                  | Multifamily |                          | $            | 634,684 |           |           | $        | 645,840 |          
|               |                                  | Office      |                          |              | 601,598 |           |           |          | 594,795 |          
|               |                                  | Retail      |                          |              | 891,092 |           |           |          | 906,555 |          
|               |                                  |             |                          |              |         |           |           |         
|               |                                  |             | Total Divisional Assets: |              |         | 2,127,374 |           |          |         | 2,147,190 | 
|               | Partially-owned subsidiaries     |             |                          | (116,121     | )       |           |           | (116,375 | )      
|               | Unallocated corporate assets (1) |             |                          | 79,327       |         |           |           | 98,958   |        
|               |                                  |             |                          |              |         |           |           |         
|               |                                  | $           | 2,090,580                |              |         | $         | 2,129,773 |         
|               |                                  |             |                          |              |         |           |           |         



---

|(1) |  | Includes CRLPs investment in partially-owned entities of $34,716 as of
June 30, 2003, and $36,265 as of December 31, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

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Note 8  Investment in Partially Owned Entities and Other Arrangements

At June 30, 2003, CRLP had investments in nine partially owned entities.
CRLP accounts for these investments in partially owned entities using the
equity method. The following table summarizes the investments in partially
owned entities as of June 30, 2003 and December 31, 2002:

|                                                      |  |         |       |          |  |                |        |   |  |   |        |  
|----------------------------------------------------- |  | ------- | ----- | -------- |  | -------------- | ------ | - |  | - | ------ | -
|                                                      |  |         |       |          |  | (in thousands)
|                                                      |  | Percent |       | June 30, |  | December 31,  
|                                                      |  | Owned   |       | 2003     |  | 2002          
|                                                      |  |         |       |          |  |               
|Multifamily:                                          |  |         |       |          |  |                |        |   |  |   |        |  
|CMS/Colonial Joint Venture I                          |  |         | 15.00 | %        |  | $              | 1,996  |   |  | $ | 2,142  |  
|CMS/Colonial Joint Venture II                         |  |         | 15.00 | %        |  |                | 713    |   |  |   | 735    |  
|                                                      |  |         |       |          |  |                |        |   |  |   |        |  
|                                                      |  |         |       |          |  |                | 2,709  |   |  |   | 2,877  |  
|Office:                                               |  |         |       |          |  |                |        |   |  |   |        |  
|600 Building Partnership, Birmingham, AL              |  |         | 33.33 | %        |  |                | (16    | ) |  |   | (23    | )
|Retail:                                               |  |         |       |          |  |                |        |   |  |   |        |  
|Orlando Fashion Square Joint Venture, Orlando, FL     |  |         | 50.00 | %        |  |                | 18,662 |   |  |   | 19,465 |  
|Parkway Place Limited Partnership, Huntsville, AL     |  |         | 45.00 | %        |  |                | 10,869 |   |  |   | 11,375 |  
|Colonial Promenade Madison, Huntsville, AL            |  |         | 25.00 | %        |  |                | 2,403  |   |  |   | 2,464  |  
|Highway 150, LLC, Birmingham, AL                      |  |         | 10.00 | %        |  |                | 62     |   |  |   | 85     |  
|                                                      |  |         |       |          |  |                |        |   |  |   |        |  
|                                                      |  |         |       |          |  |                | 31,996 |   |  |   | 33,389 |  
|Other:                                                |  |         |       |          |  |                |        |   |  |   |        |  
|Colonial/Polar-BEK Management Company,
Birmingham, AL |  |         | 50.00 | %        |  |                | 34     |   |  |   | 41     |  
|NRH Enterprises, LLC, Birmingham, AL                  |  |         | 20.00 | %        |  |                | (7     | ) |  |   | 26     |  
|E-2 Data Technology, Birmingham, AL                   |  |         | 50.00 | %        |  |                |       |   |  |   | (45    | )
|                                                      |  |         |       |          |  |                |        |   |  |   |        |  
|                                                      |  |         |       |          |  |                | 27     |   |  |   | 22     |  
|                                                      |  |         |       |          |  |                |        |   |  |   |        |  
|                                                      |  |         |       |          |  | $              | 34,716 |   |  | $ | 36,265 |  
|                                                      |  |         |       |          |  |                |        |   |  |   |        |  

During April 2003, CRLP entered into an agreement with an unrelated third
party in connection with the third partys development of a $19.4 million
multi-family property in Charlotte, North Carolina. CRLP has agreed to loan
approximately $3.3 million, which represents 17.0% of the development costs, to
the third party during the development of the property. Under the agreement,
the balance of the loan matures in April 2005. At June 30, 2003, no amount had
been funded to the unrelated third party and CRLP has no liability recorded on
its books for the potential loan amount. CRLP has a right of first refusal to
purchase the property should the third party elect to sell.

Note 9  Financial Instruments: Derivatives and Hedging

CRLPs objective in using derivatives is to add stability to interest
expense and to manage its exposure to interest rate movements or other
identified risks. To accomplish this objective, CRLP primarily uses interest
rate swaps and caps as part of its cash flow hedging strategy. Interest rate
swaps designated as cash flow hedges involve the receipt of variable-rate
amounts in exchange for fixed-rate payments over the life of the agreements
without exchange of the underlying principal amount. During the quarter ended
June 30, 2003, such derivatives were used to hedge the variable cash flows
associated with existing variable-rate debt and existing lines of credit.

CRLP has entered into several different hedging transactions in an effort
to manage its exposure to changes in interest rates. The following table
summarizes the notional values, fair values and other characteristics of CRLPs
derivative financial instruments at June 30, 2003. The notional value at June
30, 2003 provides an indication of the extent of CRLPs involvement in these
instruments at that time, but does not represent exposure to credit, interest
rate, or market risk.

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|                              |  |                       |  |      |        |          |  |                |         |  |  |                  |        |            |  | 
|----------------------------- |  | --------------------- |  | ---- | ------ | -------- |  | -------------- | ------- |  |  | ---------------- | ------ | ---------- |  | 
|                              |  |                       |  |      |        |          |  |                |         |  |  |                  |        | Fair Value
|                              |  |                       |  |      |        | Interest |  |                |         |  |  | At June 30, 2003
|Product Type                  |  | Notional Value        |  | Rate |        | Maturity |  | (in thousands)
|                              |  |                       |  |      |        |          |  |               
|Interest Rate SWAP, Cash Flow |  | $30.2 - $27.7 million |  |      | 5.932  | %        |  |                | 1/01/06 |  |  | $                | (2,957 | )         
|Interest Rate SWAP, Cash Flow |  | $50.0 million         |  |      | 2.113  | %        |  |                | 1/02/04 |  |  |                  | (274   | )         
|Interest Rate CAP, Cash Flow  |  | $21.1 million         |  |      | 6.850  | %        |  |                | 6/29/04 |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $17.9 million         |  |      | 6.850  | %        |  |                | 7/06/04 |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $30.4 million         |  |      | 11.200 | %        |  |                | 6/30/06 |  |  |                  | 7      |           
|Interest Rate CAP, Cash Flow  |  | $17.1 million         |  |      | 4.840  | %        |  |                | 4/1/04  |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $27.0 million         |  |      | 4.840  | %        |  |                | 4/1/04  |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $8.7 million          |  |      | 4.840  | %        |  |                | 4/1/04  |  |  |                  |       |           

CRLP does not use derivatives for trading or speculative purposes.
Further, CRLP has a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors. When viewed in
conjunction with the underlying and offsetting exposure that the derivatives
are designed to hedge, CRLP has not sustained a material loss from those
instruments nor does it anticipate any material adverse effect on its net
income or financial position in the future from the use of derivatives.

During April 2003, CRLP terminated its $50.0 million reverse interest rate
swap agreement on its medium-term notes and received $2.3 million, which will
be amortized over the remaining life of the original swap agreement.
Additionally, CRLP terminated two of its $50.0 million interest rate swap
agreements, with an interest rate of 1.615% and 1.637%, on its unsecured line
of credit, as a result of the unsecured line of credit being reduced to a level
below the $150.0 million originally hedged. At June 30, 2003, CRLPs
outstanding balance on its unsecured line of credit was $32.9 million.

At June 30, 2003, derivatives with a fair value of $3.2 million were
included in other liabilities. The change in net unrealized gains/losses of
$0.5 million in the quarter ending June 30, 2003 for derivatives designated as
cash flow hedges is a component of partners equity. Hedge ineffectiveness of
$79,000 on cash flow hedges was recognized in other income (expense) during the
quarter ended June 30, 2003.

Note 10 Registration Statement

In connection with a review of a Registration Statement filed with the
SEC, the staff of the SEC has commented on certain matters applicable to CRLPs
Annual Report on Form 10-K for the year ended December 31, 2002. The comments
include a request for information concerning the allocation of the purchase
price of operating properties to tangible and intangible assets under Statement
of Financial Accounting Standard No. 141, Business Combinations. Specifically,
the SEC has requested information related to CRLPs methodology for allocating
a portion of these purchase prices to customer and tenant relationships and
other lease-related intangible assets. CRLP is currently in discussions with
the staff of the SEC, and no final determinations will be made until conclusion
of those discussions. However, it is possible that net income and net income
per common unit could be negatively impacted. Management does not anticipate
these adjustments, if any, will impact cash flows from operations.

Note 11  Subsequent Events

Distribution

On July 24, 2003, a cash distribution was declared to partners of CRLP in
the amount of $0.665 per unit, totaling $24.2 million. The distribution was
declared to partners of record as of August 4, 2003, and was paid on August 11,
2003.

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REPORT OF INDEPENDENT AUDITORS

To the Board of Trustees of
Colonial Properties Trust:

We have reviewed the accompanying consolidated condensed balance sheet of
Colonial Realty Limited Partnership (the Partnership) as of June 30, 2003,
and the related consolidated condensed statements of income for the three and
six-month periods ended June 30, 2003 and 2002, and the consolidated condensed
statements of cash flows for the six-month periods ended June 30, 2003 and
2002. 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 auditing standards generally accepted in the United States
of America, 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 consolidated condensed financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet as of December 31, 2002, and the related consolidated statements of
income, partners equity, and cash flows for the year then ended (not presented
herein); and in our report dated January 17, 2003, except for Note 16, as to
which the date is February 28, 2003, 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, 2002, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.



| | /s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
| | ---------------------------------------------------------

Birmingham, Alabama
August 13, 2003

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##### Table of Contents






COLONIAL REALTY LIMITED PARTNERSHIP

|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion and analysis of the consolidated financial
condition and consolidated results of operations should be read together with
the consolidated financial statements of Colonial Realty Limited Partnership
and notes thereto contained in this Form 10-Q. This report on Form 10-Q
contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our,
and our affiliates, or the industrys actual results, performance, achievements
or transactions to be materially different from any future results,
performance, achievements or transactions expressed or implied by such
forward-looking statements. A number of important factors could cause actual
results to differ materially from those indicated by the forward-looking
statements, including, but not limited to, the risks described in our 2002
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 28, 2003. Such factors include, among others, the following:



| |  |  | National, regional and local economic and business conditions that will, among other things, affect:
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  |  | Demand for multifamily, office and retail properties,                                   
| |  | - |  | ----------------------------------------------------------------------------------------
|
| |  |  |  | The ability of the general economy to recover timely from the current economic downturn,
|
| |  |  |  | Availability and creditworthiness of tenants,                                           
|
| |  |  |  | The level of lease rents, and                                                           
|
| |  |  |  | The availability of financing for both tenants and us;                                  



| |  |  | Adverse changes in the real estate markets, including, among other things:
| | - |  | --------------------------------------------------------------------------



| |  |  |  | Competition with other companies, and                                                                                                      
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  | Risks of real estate acquisition and development
(including the failure of pending developments to be completed
on time and within budget);



| |  |  | Actions, strategies and performance of affiliates that we may
not control or companies in which we have made investments;
| | - |  | -------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Ability to obtain insurance at a reasonable cost;                                                                        
|
| |  |  | Ability of our general partner to maintain its status as a
REIT for federal and state income tax purposes;               
|
| |  |  | Governmental actions and initiatives; and                                                                                
|
| |  |  | Environmental/safety requirements.                                                                                       

General

As used herein, the terms CRLP, we, us, our and Operating
Partnership refer to Colonial Realty Limited Partnership, a Delaware limited
partnership, and its subsidiaries and other affiliates, including, Colonial
Properties Services Limited Partnership and Colonial VRS L.L.C. or, as the
context may require, Colonial Realty Limited Partnership only. As used herein,
the term Company or the Trust includes Colonial Properties Trust, an
Alabama real estate investment trust, and one or more of its subsidiaries and
other affiliates, including CRLP, Colonial Properties Services Limited
Partnership and Colonial Properties Services, Inc. or, as the context may
require, Colonial Properties Trust only.

We are the operating partnership of the Trust, which is a
self-administered equity real estate investment trust (a REIT) that owns,
develops and operates multifamily, office and retail properties in the Sunbelt
region of the United States. The Trust is a fully-integrated real estate
company, which means that it is engaged in the acquisition, development,
ownership, management and leasing of commercial real estate property. The
Trusts activities include full or partial ownership of a diversified portfolio
of 108 properties as of June 30, 2003, located in Alabama, Florida, Georgia,
Mississippi, North Carolina, South Carolina, Tennessee, Texas, and Virginia,
development of new properties, acquisition of existing properties,
build-to-suit development, and the provision of management, leasing, and
brokerage services for commercial real estate.

As of June 30, 2003, we owned or maintained a partial ownership in 40
multifamily apartment communities containing a total of 14,380 apartment units
(the multifamily properties), 23 office properties

15



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##### Table of Contents



containing a total of approximately 5.2 million square feet of office space
(the office properties), 45 retail properties containing a total of
approximately 15.3 million square feet of retail space (the retail
properties), and certain parcels of land adjacent to or near certain of these
properties (the land). The multifamily properties, the office properties,
the retail properties and the land are referred to collectively as the
properties. As of June 30, 2003, the multifamily properties, the office
properties, and the retail properties that had achieved stabilized occupancy
were 94%, 91% and 88% leased, respectively.

Critical Accounting Policies and Estimates

Refer to our 2002 Annual Report on Form 10-K for a discussion of our
critical accounting policies, which include real estate development, principles
of consolidation, revenue recognition, valuation of receivables, and accounting
policies for derivatives. During the six months ended June 30, 2003, there
were no material changes to these policies.

In connection with a review of a Registration Statement filed with the
SEC, the staff of the SEC has commented on certain matters applicable to our
Annual Report on Form 10-K for the year ended December 31, 2002. The comments
include a request for information concerning the allocation of the purchase
price of operating properties to tangible and intangible assets under Statement
of Financial Accounting Standard No. 141, Business Combinations. Specifically,
the SEC has requested information related to our methodology for allocating a
portion of these purchase prices to customer and tenant relationships and other
lease-related intangible assets. We are currently in discussions with the
staff of the SEC, and no final determinations will be made until conclusion of
those discussions. However, it is possible that net income and net income per
common unit could be negatively impacted. Management does not anticipate these
adjustments, if any, will impact cash flows.

Results of Operations  Three Months Ended June, 2003 and 2002

Revenue Total revenue from continuing operations increased by $5.6
million, or 7.1%, for the second quarter of 2003 when compared to the second
quarter of 2002. Revenues generated by properties that were acquired,
developed, or re-developed during 2002 and the first half of 2003 increased
$8.6 million during the second quarter of 2003 when compared to the second
quarter of 2002. However, the increase in revenues generated by properties
that were acquired, developed, or re-developed was offset by a decrease in
revenues from properties disposed in which CRLP maintains a continuing
interest, of $1.9 million during the second quarter of 2003 when compared to
the second quarter of 2002. The remaining decrease primarily relates to
several factors. Our multifamily properties have experienced increases in
move-in concessions, which is a function of the continued decline in
apartment fundamentals over the past year. We believe the decline is
attributable to a declining employment growth and a robust single family
housing market driven by lower interest rates. In addition, we have
experienced decreases in other non-property related revenue which primarily
consist of a $0.2 million decrease in management and development fees,
offset by an increase in other property related revenue as a result of an
increase of $1.9 million of lease buyouts during the second quarter of 2003
as compared to the second quarter of 2002.

Same-property revenue decreased by $2.1 million, or 2.8%, for the second
quarter of 2003 when compared to the second quarter of 2002. This decrease is
primarily related to an increase in move-in concessions in our multifamily
properties during the second quarter of 2003 as a result of a slowdown in the
U.S. economy during the last year, a decrease in overall physical occupancy
percentage within our retail division, and a decrease of $0.4 million of lease
buyouts that occurred in our office and retail divisions in the second quarter
of 2003 as compared to the second quarter of 2002.

Operating Expenses Total operating expenses from continuing operations
increased by $5.8 million, or 12.1%, for the second quarter of 2003 when
compared to the second quarter of 2002. Operating expenses related to
properties that were acquired, developed, or re-developed during 2002 and the
first half of 2003 increased $4.2 million during the second quarter of 2003
when compared to the second quarter of 2002. However, the increase in
operating expenses related to properties that were acquired, developed, or
re-developed was offset by a decrease in operating expenses from properties
disposed in which CRLP maintains a continuing interest of $0.9 million during
the second quarter of 2003 compared to the second quarter of 2002. The
remaining increase is primarily attributable to an increase of $0.7 million in
real estate taxes, $0.4 million in utilities expenses, $0.8 million in repairs
and maintenance expenses at our existing properties and $0.6 million in general
corporate overhead expenses.

16



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Same-property operating expenses (including depreciation and amortization)
increased by $1.1 million, or 2.7%, for the second quarter of 2003 when
compared to the second quarter of 2002. The increase is primarily associated
with increases of $0.3 million in repairs and maintenance expenses, $0.1
million in utilities expenses, and $0.9 million in depreciation expense, offset
by a decrease of $0.2 million of amortization expense.

Other Income and Expense Interest expense increased by $2.0 million, or
12.9%, for the second quarter of 2003 when compared to the second quarter of
2002. The increase in interest expense is primarily attributable to an
increase in the total fixed rate debt outstanding to $1.0 billion at June 30,
2003 as compared to $0.9 billion at June 30, 2002. The increase is primarily
due to the issuance of a $125.0 million of public debt in April 2003, which
matures in April 2013 and bears a coupon rate of 6.15%. CRLP used the net
proceeds of the offering to repay a portion of the outstanding balance on its
unsecured line of credit, which maintained an interest rate of 2.78% at June
30, 2003. CRLP has taken advantage of the current low interest rate
environment by replacing a portion of its floating rate debt with long-term
unsecured fixed rate financing, which will allow CRLP to take advantage of
future investment opportunities as the economy begins to recover.

Additionally, gains on sales of property from continuing operations
decreased $20.0 million in the second quarter of 2003 when compared to the
second quarter of 2002, as a result of CRLP selling seven operating properties
in the second quarter of 2002 for proceeds of approximately $75.5 million.
Since CRLP maintained continuing involvement in the properties sold in 2002
through management contracts, the gains on the disposals were classified in
continuing operations. In the second quarter of 2003, CRLP sold undepreciated
property with proceeds of approximately $2.1 million which were adjacent to one
of our current operating properties and have been classified as continuing
operations in accordance with SFAS No. 144. See Liquidity and Capital
Resources for further discussion.

Results of Operations  Six Months Ended June 30, 2003 and 2002

Revenue Total revenue from continuing operations increased by $10.0
million, or 6.3%, for the six months ended June 30, 2003 when compared to
the six months ended June 30, 2002. Revenues generated by properties that
were acquired, developed, or re-developed during 2002 and the first half of
2003 increased $18.0 million during the six months ended June 30, 2003 when
compared to the six months ended June 30, 2002. However, the increase in
revenues generated by properties that were acquired, developed, or
re-developed was offset by a decrease in revenues from properties disposed
in which CRLP maintains a continuing interest, of $5.8 million during the
six months ended June 30, 2003 when compared to the six months ended June
30, 2002. The remaining decrease primarily relates to several factors. Our
multifamily properties are experiencing increases in move-in concessions,
which is a function of the continued decline in apartment fundamentals over
the past year. We believe the decline is attributable to a declining
employment growth and a robust single family housing market driven by lower
interest rates. In addition, we have experienced decreases in other
non-property related revenue which primarily consist of a $0.3 million
decrease in management and development fees, offset by an increase in other
property related revenue as a result of an increase of $2.1 million in lease
buyouts during the six months ended June 30, 2003.

Same-property revenue decreased by $2.8 million, or 2.0%, for the six
months ended June 30, 2003 when compared to the six months ended June 30, 2002.
This decrease is primarily related to an increase in move-in concessions in
our multifamily properties during the six months ended June 30, 2003 as a
result of a slowdown in the U.S. economy during the last year, a decrease in
overall physical occupancy percentage within our retail division, and a
decrease of $0.2 million in lease buyouts during the six months ended June 30,
2003 compared to the six months ended June 30, 2002.

Operating Expenses Total operating expenses from continuing operations
increased by $10.7 million, or 11.2%, for the six months ended June 30, 2003
when compared to the six months ended June 30, 2002. Operating expenses
related to properties that were acquired, developed, or re-developed during
2002 and the first half of 2003 increased $9.9 million during the six months
ended June 30, 2003 when compared to the six months ended June 30, 2002.
However, the increase in operating expenses related to properties that were
acquired, developed, or re-developed was offset by a decrease in operating
expenses from properties disposed in which CRLP maintains a continuing interest
of $3.2 million during the six months ended June 30, 2003 compared to the six
months ended June 30, 2002. The remaining increase is primarily attributable
to an increase of $1.4 million in real estate taxes, $1.0 million in utilities
expenses, $1.9 million in repairs and maintenance expenses at our existing
properties and an increase of $1.6 million in general corporate overhead
expenses.

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Same-property operating expenses (including depreciation and amortization)
increased by $2.2 million, or 2.7%, for the second quarter of 2003 when
compared to the second quarter of 2002. The increase is primarily associated
with increases of $0.8 million in repairs and maintenance expenses, $0.2
million in utilities expenses, and $1.9 million in depreciation expense, offset
by a decrease of $0.4 million of amortization expense.

Other Income and Expense Interest expense increased by $2.8 million, or
9.0%, for the six months ended June 30, 2003 when compared to the six months
ended June 30, 2002. The increase in interest expense is primarily
attributable to an increase in the total fixed rate debt outstanding at June
30, 2003 as compared to June 30, 2002. At June 30, 2003, CRLPs fixed rate
debt represented 87.8% of the total outstanding debt as compared to 78.8% at
June 30, 2002. CRLP has taken advantage of the current low interest rate
environment by replacing a portion of its floating rate debt with long-term
unsecured fixed rate financing, which will allow CRLP to take advantage of
future investment opportunities as the economy begins to recover.

Additionally, gains (losses) on sales of property from continuing
operations decreased $29.8 million during the six months ended June 30, 2003
when compared to the six months ended June 30, 2002, as a result of CRLP
selling eight properties during the six months ended June 30, 2002 for proceeds
of approximately $94.5 million. Since CRLP maintained continuing involvement
in the properties sold in 2002 through management contracts, the gains on the
disposals were classified in continuing operations. CRLP does not have a
continuing interest in the operating properties sold during the six months
ended June 30, 2003, in accordance with SFAS No. 144. Therefore, the gains
from the sale of two operating properties during the six months ended June 30,
2003, which were sold for proceeds of approximately $30.9 million are
classified as income from discontinued operations. In the second quarter of
2003, CRLP sold undepreciated property with proceeds of approximately $2.1
million which were adjacent to one of our current operating properties and have
been classified as continuing operations in accordance with SFAS No. 144. See
Liquidity and Capital Resources for further discussion.

Liquidity and Capital Resources

Recent Financing Transactions

On April 4, 2003, CRLP completed a $125.0 million public debt offering of
unsecured senior notes. The notes, which mature in April 2013, bear a coupon
rate of 6.15%, and were priced to yield an effective rate of 6.18% over the ten
year term. We used the net proceeds of the offering to repay a portion of the
outstanding balance on our unsecured line of credit.

On April 30, 2003, the Trust issued $125.0 million or 5,000,000 depositary
shares, each representing 1/10 of a share of 8.125% Series D Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Trust. The
depositary shares may be called by the Trust on or after April 30, 2008 and
have a liquidation preference of $25.00 per depositary share. The depositary
shares have no stated maturity, sinking fund or mandatory redemption and are
not convertible into any other securities of the Trust. Pursuant to the
partnership agreement, the Trust contributed the net proceeds of the foregoing
transaction to CRLP in exchange for preferred units of CRLP. The net proceeds
of the offering were approximately $120.7 million and were used to redeem the
Trusts $125.0 million 8.75% Series A Preferred Shares on May 7, 2003. Upon
redemption of the Series A preferred shares, we deducted the original issuance
costs of Series A preferred shares of $4.5 million from net income available to
common unitholders, in accordance with the SECs clarification of Emerging
Issues Task Force (EITF) Abstracts, Topic No. D-42 The Effect on the
Calculation of Earnings per Share for the Redemption or Induced Conversion of
Preferred Stock.

On June 2, 2003, the Trust issued $75.2 million or 2,110,000 of its common
shares at $35.65 per share in a public offering, in which Merrill Lynch & Co.
acted as underwriter. The net proceeds from the offering to the Trust, after
deducting offering expenses, were $72.5 million. Pursuant to the partnership
agreement, the Trust contributed the net proceeds of the foregoing transaction
to CRLP in exchange for units of general partnership interest in CRLP. CRLP
intends to use the net proceeds of the offering for general company purposes,
which may include the development, redevelopment and acquisition of properties.
Pending one or more such uses, CRLP used the net proceeds from this offering
to repay a portion of the outstanding balance on its unsecured line of credit.

Short-Term Liquidity Needs

Our short-term liquidity requirements consist primarily of funds necessary
to pay for operating expenses directly associated with our portfolio of
properties (including regular maintenance items), capital expenditures incurred
to lease our space (e.g., tenant improvements and leasing commissions),
interest expense and scheduled

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principal payments on our outstanding debt, and quarterly distributions that we
pay to our common and preferred unitholders. In the past, we have primarily
satisfied these requirements through cash generated from operations. We
believe that cash generated from operations and borrowings under our unsecured
line of credit will be sufficient to meet our short-term liquidity
requirements; however, factors described below and elsewhere herein may have a
material adverse effect on our cash flow.

The majority of our revenue is derived from tenants under existing leases
our our properties. Therefore, our operating cash flow is dependent upon the
rents that we are able to charge to our tenants, and the ability of these
tenants to make their rental payments. We believe that the diversified nature
of the properties in which we typically invest  multifamily, office and retail
properties  provides a more stable revenue flow in uncertain economic times,
in that our diversified property types generally do not have the same economic
cycles and while one property type may be experiencing difficulty, the other
property types may be maintaining their strength.

The current economic downturn in the United States has negatively impacted
our operations. In particular, the Sunbelt region has experienced a slowdown
in its economy. The industry slowdowns, higher unemployment rates, reduced
demand for apartment homes and declines in household formations resulting from
the economic slowdown, particularly in the Sunbelt region in which we operate,
have adversely impacted our business. Although each of our three business
segments has been adversely impacted by the decline in the economy, our
multifamily properties, which rely heavily on short-term leases, have been most
affected. Any continuation or worsening of current economic conditions
generally and in our principal market areas may continue to have a negative
impact on our results of operations and financial condition.

Our current development pipeline is comprised of two new developments and
three redevelopments, including one mixed-use project and four retail
properties. The aggregate cost of these projects (including costs incurred in
prior years on these projects ) is expected to be approximately $103.3 million.
As of June 30, 2003, we have funded approximately $18.5 million on these
projects and we intend to fund the remaining $84.8 million through draws on our
unsecured line of credit.

We regularly incur significant expenditures in connection with the
re-leasing of our office and retail space, principally in the form of tenant
improvements and leasing commissions. The amounts of these expenditures can
vary significantly, depending on negotiations with tenants and the willingness
of tenants to pay higher base rents over the life of the leases. We also incur
expenditures for certain recurring capital expenses. During the second quarter
of 2003, we incurred approximately $6.3 million related to tenant improvements
and leasing commissions, and approximately $3.9 million of recurring capital
expenditures. We expect to pay for future re-leasing and recurring capital
expenditures out of cash from operations.

The current quarterly distribution on our partnership units is $0.665 per
unit. We also pay regular quarterly distributions on our preferred units. The
maintenance of these distributions is subject to various factors, including the
discretion of the Trusts Board of Trustees, the Trusts ability to pay
dividends under Alabama law, the availability of cash to make the necessary
dividend payments and the effect of REIT distribution requirements, which
require at least 90% of the Trusts taxable income to be distributed to
shareholders.

Long-Term Liquidity Needs

Our long-term liquidity requirements consist primarily of funds necessary
to pay for the principal amount of our long-term debt as it matures,
significant non-recurring capital expenditures that need to be made
periodically at our properties, development projects that we undertake and
costs associated with acquisitions of properties that we pursue. Historically,
we have satisfied these requirements principally through the most advantageous
source of capital at that time, which has included the incurrence of new debt
through borrowings (through public offerings of unsecured debt and private
incurrence of secured and unsecured debt), sales of common and preferred stock
through the Trust, our general partner, capital raised through the disposition
of assets, and joint venture capital transactions. We believe these sources of
capital will continue to be available in the future to fund our long-term
capital needs; however, factors described below and elsewhere herein may have a
material adverse effect on our access to these capital sources.

Our ability to incur additional debt is dependent upon a number of
factors, including our credit ratings, the value of our unencumbered assets,
our degree of leverage and borrowing restrictions imposed by our current
lenders. We currently have investment grade ratings for prospective unsecured
debt offerings from three major rating agencies  Standard & Poors (BBB-),
Moodys (Baa3) and Fitch (BBB-). If we experienced a credit downgrade,

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we may be limited in our access to capital in the unsecured debt market, which
we have historically utilized to fund investment activities, and the interest
rate we are paying under our existing credit facility would increase.

Our general partners ability to raise funds through sales of common stock
and preferred stock is dependent on, among other things, general market
conditions for REITs, market perceptions about the Trust and the current
trading price of the Trusts stock. We will continue to analyze which source
of capital is most advantageous to us at any particular point in time, but the
equity markets may not be consistently available on terms that are attractive.

Over the last few years, we have maintained our asset recycling program,
which allows us to maximize our investment returns through the sale of assets
that have reached their maximum investment potential and reinvest the proceeds
into opportunities with more growth potential. During 2002, we sold eight
multifamily properties, two office properties, one retail property and partial
interests in two retail properties and generated proceeds of approximately
$138.6 million. During the first quarter of 2003, we sold one multifamily
property and one retail property and generated proceeds of approximately $30.9
million. During the second quarter of 2003, we sold certain outparcels
adjacent one of our properties, which generated proceeds of approximately $2.1
million. Proceeds from all sales transactions during 2003 were used to repay a
portion of the borrowings under our unsecured line of credit and to support our
investment activities. Our ability to generate cash from asset sales is
limited by market conditions and certain rules applicable to our general
partner. Our ability to sell properties in the future to raise cash will be
limited if market conditions make such sales unattractive.

As of June 30, 2003, we have an unsecured bank line of credit providing
for total borrowings of up to $320 million. This line of credit agreement
bears interest at LIBOR plus a spread calculated from a pricing grid based our
unsecured debt ratings. Based on our current debt ratings, the spread was 105
basis points. The line of credit is renewable in November 2005, and provides
for a one-year extension. The line of credit agreement includes a competitive
bid feature that will allow us to convert up to $160 million under the line of
credit to a fixed rate, for a fixed term not to exceed 90 days. The credit
facility has an outstanding balance of $32.9 million at June 30, 2003. The
interest rate of this short-term borrowing facility, including the competitive
bid balance, was 2.78% June 30, 2003.

At June 30, 2003, our total outstanding debt balance was $1.15 billion.
The outstanding balance includes fixed-rate debt of $1.01 billion, or 87.8% of
the total debt balance, and floating-rate debt of $140.7 million, or 12.2% of
the total debt balance. Our total market capitalization as of June 30, 2003
was $2.7 billion and its ratio of debt to market capitalization was 42.6%. We
have certain loan agreements of that contain restrictive covenants, which among
other things require maintenance of various financial ratios. At June 30,
2003, we were in compliance with these covenants.

Financial Instruments: Derivatives and Hedging

Our objective in using derivatives is to add stability to interest expense
and to manage our exposure to interest rate movements or other identified
risks. To accomplish this objective, we primarily use interest rate swaps and
caps as part of our cash flow hedging strategy. Interest rate swaps designated
as cash flow hedges involve the receipt of variable-rate amounts in exchange
for fixed-rate payments over the life of the agreements without exchange of the
underlying principal amount. During the quarter ended June 30, 2003, such
derivatives were used to hedge the variable cash flows associated with existing
variable-rate debt and existing lines of credit.

We have entered into several different hedging transactions in an effort
to manage our exposure to changes in interest rates. The following table
summarizes the notional values, fair values and other characteristics of our
derivative financial instruments at June 30, 2003. The notional value at June
30, 2003 provides an indication of the extent of our involvement in these
instruments at that time, but does not represent exposure to credit, interest
rate, or market risk.

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|                              |  |                       |  |      |        |          |  |                |         |  |  |                  |        |            |  | 
|----------------------------- |  | --------------------- |  | ---- | ------ | -------- |  | -------------- | ------- |  |  | ---------------- | ------ | ---------- |  | 
|                              |  |                       |  |      |        |          |  |                |         |  |  |                  |        | Fair Value
|                              |  |                       |  |      |        | Interest |  |                |         |  |  | At June 30, 2003
|Product Type                  |  | Notional Value        |  | Rate |        | Maturity |  | (in thousands)
|                              |  |                       |  |      |        |          |  |               
|Interest Rate SWAP, Cash Flow |  | $30.2 - $27.7 million |  |      | 5.932  | %        |  |                | 1/01/06 |  |  | $                | (2,957 | )         
|Interest Rate SWAP, Cash Flow |  | $50.0 million         |  |      | 2.113  | %        |  |                | 1/02/04 |  |  |                  | (274   | )         
|Interest Rate CAP, Cash Flow  |  | $21.1 million         |  |      | 6.850  | %        |  |                | 6/29/04 |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $17.9 million         |  |      | 6.850  | %        |  |                | 7/06/04 |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $30.4 million         |  |      | 11.200 | %        |  |                | 6/30/06 |  |  |                  | 7      |           
|Interest Rate CAP, Cash Flow  |  | $17.1 million         |  |      | 4.840  | %        |  |                | 4/1/04  |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $27.0 million         |  |      | 4.840  | %        |  |                | 4/1/04  |  |  |                  |       |           
|Interest Rate CAP, Cash Flow  |  | $8.7 million          |  |      | 4.840  | %        |  |                | 4/1/04  |  |  |                  |       |           

We do not use derivatives for trading or speculative purposes. Further,
we have a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors. When viewed in
conjunction with the underlying and offsetting exposure that the derivatives
are designed to hedge, we have not sustained a material loss from those
instruments nor do we anticipate any material adverse effect on our net income
or financial position in the future from the use of derivatives.

During April 2003, we terminated our $50.0 million reverse interest rate
swap agreement on our medium-term notes and received $2.3 million, which will
be amortized over the remaining life of the original swap agreement.
Additionally, we terminated two of our $50.0 million interest rate swap
agreements, with an interest rate of 1.615% and 1.637%, on our unsecured line
of credit, as a result of the unsecured line of credit being reduced to a level
below the $150.0 million hedged. At June 30, 2003, our outstanding balance on
our unsecured line of credit was $32.9 million.

Other Arrangements

During April 2003, we entered into an agreement with an unrelated third
party in connection with the third partys development of a $19.4 million
multi-family property in Charlotte, North Carolina. We have agreed to loan
approximately $3.3 million, which represents 17.0% of the development costs to
the third party during the development of the property. Under the agreement,
the balance of the loan matures in April 2005. At June 30, 2003, no amount had
been funded to the unrelated third party and we have no liability recorded on
our books for the potential loan amount. We have a right of first refusal to
purchase the property should the third party elect to sell.

Inflation

Leases at our multifamily properties generally provide for an initial term
of six months to one year and allow for rent adjustments at the time of
renewal. Leases at the office properties typically provide for rent
adjustments and the pass-through of certain operating expenses during the term
of the lease. Substantially all of the leases at the retail properties provide
for the pass-through to tenants of certain operating costs, including real
estate taxes, common area maintenance expenses, and insurance. All of these
provisions permit us to increase rental rates or other charges to tenants in
response to rising prices and, therefore, serve to minimize our exposure to the
adverse effects of inflation.

An increase in general price levels may immediately precede, or accompany,
an increase in interest rates. At June 30, 2003, our exposure to rising
interest rates was mitigated by the existing debt level of 42.6% of our total
market capitalization, the high percentage of fixed rate debt (87.8%), and the
use of interest rate swaps to effectively fix the interest rate on $50.0
million through January 2004, and approximately $30.0 million through January
2006. As it relates to the short-term, increases in interest expense resulting
from increasing inflation is anticipated to be less than future increases in
income before interest.

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|        |  |                                                           
|------- |  | ----------------------------------------------------------
|Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk

As of June 30, 2003, we had approximately $140.7 million of outstanding
floating rate mortgages. We also had approximately $32.9 million outstanding
under floating rate credit facilities that has been swapped to a fixed rate
through the use of a hedging agreement. We do not believe that the interest
rate risk represented by our floating rate debt is material as of June 30,
2003, in relation to our $1.2 billion of outstanding total debt, our $2.1
billion of total assets and $2.7 billion total market capitalization as of that
date.

If market rates of interest on our variable rate debt increase by 1%, the
increase in annual interest expense on our variable rate debt would decrease
future earnings and cash flows by approximately $1.4 million. If market rates
of interest on our variable rate debt decrease by 1%, the decrease in interest
expense on our variable rate debt would increase future earnings and cash flows
by approximately $1.4 million. This assumes that the amount outstanding under
our variable rate debt remains approximately $140.7 million, the balance as of
June 30, 2003. If market rates of interest increase by 1%, the fair value of
our total outstanding debt would decrease by approximately $11.5 million. If
market rates of interest decreased by 1%, the fair value of our total
outstanding debt would increase by approximately $11.5 million. This assumes
our total outstanding debt remains at $1.2 billion, the balance as of June 30,
2003.

As of June 30, 2003, we had no material exposure to market risk (including
foreign currency exchange risk, commodity price risk or equity price
risk).

|        |  |                        
|------- |  | -----------------------
|Item 4. |  | Controls and Procedures

As of the end of the period covered by this report, our management,
including the Chief Executive Officer and the Chief Financial Officer of the
Trust, carried out an evaluation of the design and operation of our disclosure
controls and procedures as defined in Rule 13a-15 of the rules promulgated
under the Securities and Exchange Act of 1934, as amended. Based on this
evaluation, the Chief Executive Officer and the Chief Financial Officer of the
Trust concluded that the design and operation of these disclosure controls and
procedures are effective. There have been no changes in our internal controls
over financial reporting identified in connection with such evaluation that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

COLONIAL REALTY LIMITED PARTNERSHIP

PART II OTHER INFORMATION

|        |  |                      
|------- |  | ---------------------
|Item 2. |  | Changes in Securities

The Trust from time to time issues common shares of beneficial interest
(Common Shares) pursuant to its Dividend Reinvestment and Share Purchase
Plan, its Non-Employee Trustee Share Option Plan, its Non-Employee Trustee
Share Plan, and its Employee Share Option and Restricted Share Plan, in
transactions that are registered under the Securities Act of 1933, as amended
(the Act). Pursuant to CRLPs Third Amended and Restated Agreement of
Limited Partnership, each time the Trust issues Common Shares pursuant to the
foregoing plans, CRLP issues to the Trust, its general partner, an equal number
of Units for the same price at which the Common Shares were sold, in
transactions that are not registered under the Act in reliance on Section 4(2)
of the Act. During the quarter ended June 30, 2003, CRLP issued 243,178 Units
in such transactions for an aggregate of approximately $5.6 million.

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



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | $125,00,000 6.15% Senior Note due 2013 (incorporated by reference to the
same numbered exhibit in the Companys Current Report on Form 8-K filed
with the SEC on April 4, 2003)
|12.  |  | Ratio of Earnings to Fixed Charges                                                                                                                                             
|15.  |  | Letter re: Unaudited Interim Financial Information                                                                                                                             
|31.1 |  | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                    
|31.2 |  | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                    
|32.1 |  | CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                    
|32.2 |  | CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                    



| | (b) |  | During the period covered by this report CRLP filed the following reports on Form 8-K:
| | --- |  | --------------------------------------------------------------------------------------

|              |  |                                           |  | 
|------------- |  | ----------------------------------------- |  | 
|Date of Event |  | Item Reported/Financial Statements Filed 
|              |  |                                          
|April 1, 2003 |  | Item 7  Financial Statements and Exhibits
|April 4, 2003 |  | Item 5  Other Events                     




SIGNATURES

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



| | COLONIAL REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
| | -------------------------------------------------------------------



| | By: Colonial Properties Trust,
its general partner
| | --------------------------------------------------

|                      |  |     |  |                                                                                                                                  
|--------------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------
|Date: August 14, 2003 |  | By: |  | /s/ Howard B. Nelson, Jr.
Howard B. Nelson, Jr.
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial Officer)
|                      |  |     |  |                                                                                                                                  
|Date: August 14, 2003 |  |     |  | /s/ Kenneth E. Howell
Kenneth E. Howell
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)        

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