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:                 Commission File Number: 0-20707
March 31, 2000


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



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

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

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



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


<PAGE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                               INDEX TO FORM 10-Q

                                                                           Page

PART I:  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)

                     Consolidated Condensed Balance Sheets as of
                     March 31, 2000 and December 31, 1999                     3

                     Consolidated Condensed Statements of Income for the
                     Three Months Ended March 31, 2000 and 1999               4

                     Consolidated Condensed Statements of Cash Flows
                     for the Three Months Ended March 31, 2000 and 1999       5

                     Notes to Consolidated Condensed Financial Statements     6

                     Report of Independent Accountants                       10

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        11

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk 13


PART II:  OTHER INFORMATION

         Item 2.  Changes in Securities                                      14

         Item 6.  Exhibits and Reports on Form 8-K                           14

SIGNATURES                                                                   15

EXHIBITS                                                                     16

<PAGE>
<TABLE>
<CAPTION>

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

                                                             March 31, 2000  December 31,
                                                               (Unaudited)      1999
                                                             --------------  ------------
                                         ASSETS

<S>                                                             <C>          <C>
Land, buildings, & equipment, net                               $1,584,024   $1,586,332
Undeveloped land and construction in progress                      236,212      214,043
Cash and equivalents                                                 3,687        4,630
Restricted cash                                                      2,636        2,634
Accounts receivable, net                                             9,143       10,606
Prepaid expenses                                                     2,664        2,371
Notes receivable                                                       859          695
Deferred debt and lease costs, net                                  10,882       10,500
Investment in unconsolidated subsidiaries                           24,329       24,623
Other assets                                                         7,970        7,712
                                                                ----------   ----------

                                                                $1,882,406   $1,864,146
                                                                ==========   ==========


                            LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                     $1,057,901   $1,039,863
Accounts payable                                                    11,320       15,173
Accrued interest                                                    13,496       12,901
Accrued expenses                                                     8,662        4,283
Tenant deposits                                                      4,263        4,011
Unearned rent                                                        1,806        2,820
                                                                ----------   ----------

     Total liabilities                                           1,097,448    1,079,051
                                                                ----------   ----------

Redeemable units, at redemption value                              271,313      255,011
Preferred units:
     Series A Preferred Units                                      125,000      125,000
     Series B Preferred Units                                      100,000      100,000
Partners' capital                                                  288,645      305,084
                                                                ----------   ----------
      Total partners' capital                                      513,645      530,084
                                                                ----------   ----------

                                                                $1,882,406   $1,864,146
                                                                ==========   ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                                   (Unaudited)
                      (in thousands, except per unit data)
                              ---------------------

                                                             Three Months Ended
                                                                  March 31,
                                                           ---------------------
                                                              2000        1999
                                                           ----------  ---------

Revenue:
<S>                                                         <C>         <C>
     Minimum rent                                           $ 56,796    $ 54,981
     Percentage rent                                             691         896
     Tenant recoveries                                         8,639       8,424
     Other                                                     3,653       3,158
                                                            --------    --------

         Total revenue                                        69,779      67,459
                                                            --------    --------

Property operating expenses:
     General operating expenses                                4,993       5,121
     Salaries and benefits                                     3,742       3,476
     Repairs and maintenance                                   6,473       6,580
     Taxes, licenses, and insurance                            5,854       6,119
General and administrative                                     2,835       2,267
Depreciation                                                  13,982      12,888
Amortization                                                     846         525
                                                            --------    --------

         Total operating expenses                             38,725      36,976
                                                            --------    --------

         Income from operations                               31,054      30,483
                                                            --------    --------

Other income (expense):
     Interest expense                                        (16,044)    (13,954)
     Income from unconsolidated subsidiaries                     485         509
     Gains (losses) from sales of property                       (54)      3,005
     Minority interest in consolidated operating property        -0-         (61)
                                                            --------    --------

         Total other expense                                 (15,613)    (10,501)
                                                            --------    --------

         Net income                                         $ 15,441    $ 19,982
Distributions to preferred unitholders                        (4,953)     (3,622)
                                                            --------    --------

     Net income available to common unitholders             $ 10,488    $ 16,360
                                                            ========    ========

Net income per unit - basic and diluted                     $   0.32    $   0.44
                                                            ========    ========

Weighted average units outstanding                            33,185      36,803
                                                            ========    ========

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

<PAGE>
<TABLE>
<CAPTION>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                                 (in thousands)
                               -------------------

                                                                     Three Months Ended
                                                                           March 31,
                                                                   -----------------------
                                                                      2000         1999
                                                                   ----------   ----------
Cash flows from operating activities:

<S>                                                                <C>          <C>
     Net  income                                                   $  15,441    $  19,982
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                14,828       13,413
         Income from unconsolidated subsidiaries                        (486)        (509)
         (Gains) losses from sales of property                            54       (3,005)
         Other                                                           134           33
     Decrease (increase) in:
         Restricted cash                                                  (2)         (28)
         Accounts and notes receivable                                 1,165          271
         Prepaid expenses                                               (293)      (1,757)
         Other assets                                                 (1,136)       1,970
     Increase (decrease) in:
         Accounts payable                                             (3,853)       6,254
         Accrued interest                                                595       (1,759)
         Accrued expenses and other                                    3,660        2,104
                                                                   ---------    ---------
             Net cash provided by operating activities                30,107       36,969
                                                                   ---------    ---------

Cash flows from investing activities:

     Acquisition of properties                                           -0-       (2,854)
     Development expenditures                                        (25,873)     (37,712)
     Tenant improvements                                              (5,188)      (2,249)
     Capital expenditures                                             (2,835)      (3,623)
     Proceeds from sales of property, net of selling costs               -0-       23,586
     Distributions from unconsolidated subsidiaries                      982          964
     Capital contributions to unconsolidated subsidiaries               (202)      (1,077)
                                                                   ---------    ---------
             Net cash used in investing activities                   (33,116)     (22,965)
                                                                   ---------    ---------

Cash flows from financing activities:

     Principal reductions of debt                                       (481)        (485)
     Proceeds from additional borrowings                              50,000          -0-
     Net change in revolving credit balances                         (31,524)     (72,129)
     Cash contributions                                                9,325      101,225
     Capital distributions                                           (24,900)     (25,171)
     Purchase of treasury units                                          -0-      (15,862)
     Payment of mortgage financing cost                                 (350)         (30)
     Other, net                                                           (4)         -0-
                                                                   ---------    ---------
             Net cash provided by (used in) financing activities       2,066      (12,452)
                                                                   ---------    ---------
             Increase (decrease) in cash and equivalents                (943)       1,552
Cash and equivalents, beginning of period                              4,630        4,582
                                                                   ---------    ---------
Cash and equivalents, end of period                                $   3,687    $   6,134
                                                                   =========    =========


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

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (Unaudited)

Note 1 -- Basis of Presentation

         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  all adjustments  considered  necessary for a fair presentation have
been included. These financial statements should be read in conjunction with the
information  included in CRLP's Annual Report as filed with the  Securities  and
Exchange  Commission  on Form 10-K for the year ended  December  31,  1999.  The
December 31, 1999 balance sheet data  presented  herein was derived from audited
financial  statements but does not include all disclosures required by generally
accepted accounting principles.

         In July 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS 133),  Accounting for Derivative
Instruments  and  Hedging   Activities,   which  addresses  the  accounting  for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  Under SFAS 133, CRLP will be required
to account for derivative  financial  instruments,  if any, at their fair market
value, and make certain required disclosures. CRLP is required to adopt SFAS 133
for periods beginning January 1, 2001.

Note 2 -- Capital Structure

         At March 31,  2000,  the Company  controlled  CRLP as the sole  general
partner  and as the  holder of 65.7% of the  common  units of CRLP  ("Redeemable
Units") and 55.6% of the preferred Units (the "Series A Preferred  Units").  The
limited  partners of CRLP who hold 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  shares of common stock of the Company,  or individuals  from whom the
Company  acquired certain  properties,  who elected to receive Units in exchange
for the  properties.  Each 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 CRLP.  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 Company after ten years at the option of the holders of
the Series B Units.

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

Note 3 -- Joint Venture

         Colonial  Promenade Madison -- During the first quarter,  CRLP formed a
joint  venture  with  Fairway  Investments  LLC,  which  will  develop  Colonial
Promenade Madison, a 110,820 square-foot  neighborhood shopping center that will
be  anchored  by a 44,000  square-foot  Publix  Supermarket,  and  will  include
approximately  30,000 square-feet of small shop space. Project development costs
are expected to total  approximately  $10.0  million.  CRLP will  maintain a 50%
interest in the joint venture and serve as manager of the property. CRLP expects
to complete the development during the fourth quarter of 2000.

Note 4 -- Debt Offerings

         During the first  quarter,  CRLP  completed  three public  offerings of
unsecured  medium term notes totaling $50.0 million.  CRLP used the net proceeds
of the offering to repay a portion of the  outstanding  balance on its unsecured
line of credit and fund development expenditures. Details relating to these debt
offerings are as follows:
<TABLE>
<CAPTION>
                                                                                                   Gross Proceeds

          Date                Type of Note              Maturity                 Rate              (in thousands)
          ----                ------------              --------                 ----              --------------
<S>                           <C>               <C>                             <C>                   <C>
February 7, 2000               Medium-term       February 7, 2005                8.82%                 $25,000
February 29, 2000              Medium-term       February 1, 2010                8.80%                 $20,000
March 13, 2000                 Medium-term       March 15, 2010                  8.80%                 $ 5,000

</TABLE>

         Additionally,  on February  10,  2000,  CRLP  entered  into two reverse
interest rate swap  agreements  for a total of $50.0 million of its  medium-term
notes.  Under the terms of the  agreements,  CRLP will receive a fixed  interest
rate of 7.37% and will be  required  to pay a  floating  rate equal to one month
LIBOR that is compounded and paid  semi-annually.  Both of these agreements have
five-year  terms,  and any payments made or received  under the  agreements  are
recognized as adjustments to interest expense. As of March 31, 2000, the reverse
interest rate swaps had a fair market value of $(311,000).

Note 5 -- Distribution

         On April 18, 2000, a cash distribution was declared to partners of CRLP
in the amount of $0.60 per unit,  totaling $20.0 million.  The  distribution was
declared to  shareholders  and partners of record as of April 28, 2000,  and was
paid on May 5, 2000.

Note 6 -- 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
                                                   Months         Months
                                                    Ended          Ended
                                                  March 31,      March 31,
                                                    2000           1999
                                                 ------------   ------------
        Numerator:
         Numerator  for basic and diluted net
         income   per   unit  -  net   income
         available to common unitholders       $      10,488  $      16,360
                                                 ============   ============

       Denominator:
         Denominator for basic net income
         Effect of dilutive securities:
         Trustee and employee share options                5             20
                                                 ------------   ------------
         Denominator  for  diluted net income
         per   unit   -   adjusted   weighted
         average common units                         33,190         36,823
                                                 ============   ============
         Basic net income per unit             $         .32  $         .44
                                                 ============   ============
         Diluted net income per unit           $         .32  $         .44
                                                 ============   ============

Options to purchase  627,561 common shares at a weighted  average exercise price
of $27.04 per share were  outstanding  during 2000 but were not  included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.

Note 7 -- Segment Information

         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Retail,  and  Office.  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
substantially  the  same as  those  described  in the  "Summary  of  Significant
Accounting Policies" in CRLP's 1999 Annual Report. However, 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.  Subsequently,  in the reconciliation to total
revenues,  total NOI,  and total  assets,  the  amounts are  eliminated,  as the
investment in the partially  owned  entities and joint ventures are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity method.

Management  evaluates the performance of its segments and allocates resources to
them based on NOI.  NOI  consists  of  revenues  in excess of general  operating
expenses,  salaries and wages,  repairs and maintenance,  taxes,  licenses,  and
insurance.  Segment  information  for the three  months ended March 31, 2000 and
1999, and for the period ended December 31, 1999 is as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended

           March 31, 2000                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 28,639         $ 11,280         $ 32,554         $ 72,473
NOI                                               18,922            7,806           23,452           50,180
Divisional assets                                788,466          302,985          804,424        1,895,875
------------------------------------------------------------------------------------------------------------
         Three Months Ended

           March 31, 1999                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 28,071          $ 9,913         $ 31,942         $ 69,926
NOI                                               18,165            7,055           22,433           47,653
------------------------------------------------------------------------------------------------------------
        For the Period Ended
          December 31, 1999

           (in thousands)                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
Divisional assets                              $ 777,436        $ 293,545        $ 794,109      $ 1,865,090
------------------------------------------------------------------------------------------------------------
</TABLE>


A reconciliation of total segment revenues to total revenues,  total segment NOI
to income from  operations,  for the three months ended March 31, 2000 and 1999,
and total  divisional  assets to total  assets,  for the periods ended March 31,
2000 and December 31, 1999, is presented below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                      As of and for the      As of and for the
                                                                     Three Months Ended      Three Months Ended

(in thousands)                                                         March 31, 2000          March 31, 1999
Revenues
-----------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                   <C>
Total divisional revenues                                                         $ 72,473              $ 69,926
Unallocated corporate revenues                                                          75                   201
Straight-line rents                                                                    336                     -
Partially-owned subsidiaries                                                        (3,105)               (2,668)
-----------------------------------------------------------------------------------------------------------------
    Total Revenues                                                                $ 69,779              $ 67,459
-----------------------------------------------------------------------------------------------------------------

NOI

-----------------------------------------------------------------------------------------------------------------
Total divisional NOI                                                              $ 50,180              $ 47,653
Unallocated corporate revenues                                                          75                   201
Straight-line rents                                                                    336                     -
Partially-owned subsidiaries                                                        (1,880)               (1,589)
General and administrative expenses                                                 (2,835)               (2,267)
Depreciation                                                                       (13,982)              (12,888)
Amortization                                                                          (846)                 (525)
Other                                                                                    6                  (102)
-----------------------------------------------------------------------------------------------------------------
    Income from operations                                                        $ 31,054              $ 30,483
-----------------------------------------------------------------------------------------------------------------
                                                                    For the Period Ended    For the Period Ended

Assets                                                                 March 31, 2000        December 31, 1999
-----------------------------------------------------------------------------------------------------------------
Total divisional assets                                                        $ 1,895,875           $ 1,865,090
Unallocated corporate assets (1)                                                    63,954                66,542
Partially-owned subsidiaries                                                       (77,423)              (67,486)
-----------------------------------------------------------------------------------------------------------------
    Total assets                                                               $ 1,882,406           $ 1,864,146
-----------------------------------------------------------------------------------------------------------------

<FN>

(1)  Includes the Company's investment in partially owned entities of $24,329 as
     of March 31, 2000, and $24,622 as of December 31, 1999.

</FN>
</TABLE>


Note 8 -- Increase in Revolving Credit Agreement

         On April 14, 2000,  CRLP  increased  the borrowing  capacity  under its
unsecured line of credit from $250 million to $300 million. The credit facility,
which is used by CRLP primarily to finance property  acquisition and development
activities, bears interest at LIBOR plus 115 basis points, is renewable on March
31, 2003, and provides for a two-year  amortization  in the case of non-renewal.
The line of credit agreement  includes a competitive bid feature that will allow
CRLP to convert up to $150 million under the line of credit to a fixed rate, for
a fixed term not to exceed 90 days.  At March 31, 2000 and  December  31,  1999,
CRLP had an  outstanding  balance  on its  unsecured  line of  credit  of $196.8
million and $228.3 million, respectively.

Note 9 -- Employee Unit Purchase Program

         During  January 2000,  CRLP  initiated and completed an Executive  Unit
Purchase  Program (Unit  Purchase  Program),  in which the Board of Trustees and
certain members of CRLP's  management were able to purchase Units of CRLP. Under
the Unit Purchase  Program,  the Board of Trustees and the members of management
were able to obtain  full-recourse  personal  loans from an unrelated  financial
institution,  in order to  purchase  the Units.  In  addition,  the  Company has
provided a guarantee to the  unrelated  financial  institution  for the personal
loans.  The Units are pledged as collateral  against the loans. The value of the
Units purchased under the Unit Purchase Program was approximately  $9.9 million.
At March 31, 2000,  the total loan amount  outstanding  was  approximately  $9.9
million and the fair market value of the units was approximately $10.1 million.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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 March 31, 2000,
and the related consolidated  condensed statements of income for the three-month
periods ended March 31, 2000 and 1999, and the consolidated condensed statements
of cash flows for the three-month  periods ended March 31, 2000 and 1999.  These
financial statements are the responsibility of the Partnership's management.

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

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

         We have  previously  audited,  in accordance  with  generally  accepted
auditing standards,  the consolidated balance sheet as of December 31, 1999, and
the related consolidated  statements of operations,  partners' capital, and cash
flows for the year then ended (not  presented  herein);  and in our report dated
January 17, 2000, except for Note 16, as to which the date is February 29, 2000,
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,  1999,  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
April 24, 2000

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP

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

General

         Colonial  Realty  Limited  Partnership  ("CRLP"),  a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,  management,  and leasing of multifamily communities,  retail malls
and shopping centers,  and office buildings.  The Company is organized as a real
estate  investment trust (REIT) and owns and operates  properties in nine states
in the Sunbelt  region of the United States.  As of March 31, 2000,  CRLP's real
estate portfolio consisted of 53 multifamily communities,  18 office properties,
and 41 retail properties.

         CRLP is one of the  largest  diversified  REITs in the  United  States.
Consistent with its  diversified  strategy,  Colonial  manages its business with
three  separate and  distinct  operating  divisions:  Multifamily,  Retail,  and
Office.  Each division has an Executive Vice President that oversees  growth and
operations and has a separate management team that is responsible for acquiring,
developing,  and leasing properties within each division.  This structure allows
CRLP to utilize  specialized  management  personnel for each operating division.
Constant  communication  among the Executive  Vice  Presidents  and  centralized
functions   of   accounting,   information   technology,   due   diligence   and
administrative  services  provide CRLP with unique synergy allowing CRLP to take
advantage of a variety of investment opportunities. Decisions for investments in
acquisitions and developments and for dispositions are also centralized.

         The  following   discussion   should  be  read  in   conjunction   with
management's  discussion  and  analysis of  financial  condition  and results of
operations and all of the other  information  appearing in CRLP's 1999 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.

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

Results of Operations-- Three Months Ended March 31, 2000 and 1999
         Revenue -- Total revenue  increased by $2.3 million,  or 3.4%,  for the
first quarter of 2000 when  compared to the first quarter of 1999.  The majority
of this  increase,  $1.6 million,  represents  revenues  generated by properties
acquired or developed during 1999 and the first quarter of 2000, net of revenues
from properties disposed of in 1999. The remaining increase primarily relates to
increases in rental rates at existing properties.

         Operating  Expenses  --  Total  operating  expenses  increased  by $1.7
million,  or 4.7%,  for the first  quarter  of 2000 when  compared  to the first
quarter  of 1999.  Of this  increase,  $0.8  million  is  primarily  related  to
additional  operating expenses  associated with properties that were acquired or
developed  during 1999 and the first quarter of 2000, net of operating  expenses
associated with properties disposed of in 1999. The remaining increase primarily
relates to increases in operating  expenses at existing  properties  and overall
increases  in corporate  overhead and  personnel  costs  associated  with CRLP's
continued growth.

         Other Income and Expense -- Interest expense increased by $2.1 million,
or 15.0%,  for the first  quarter of 2000 when  compared to the first quarter of
1999.  The  increase  in  interest  expense  is  primarily  attributable  to the
increased usage of CRLP's  revolving  credit  agreement in conjunction  with the
financing of acquisitions and developments and the issuance of $132.5 million of
unsecured medium term notes since the first quarter of 1999.

Liquidity and Capital Resources

         During the first quarter of 2000,  CRLP  invested  $25.9 million in the
acquisition and development of properties. CRLP financed this growth through the
issuance of  unsecured  medium term notes,  advances on its bank line of credit,
and cash from operations.  As of March 31, 2000, CRLP had an unsecured bank line
of credit  providing for total  borrowings of $250 million.  The line,  which is
used by CRLP primarily to finance property  acquisitions and development,  bears
interest at LIBOR plus 80-135 basis points,  based on the  Company's  investment
grade  rating,  and is  renewable  in July  2000  and  provides  for a  two-year
amortization in the case of non-renewal. The line of credit agreement includes a
competitive bid feature that will allow CRLP to convert up to $125 million under
the line of credit to a fixed rate,  for a fixed term not to exceed 90 days. The
balance  outstanding  on this line at March 31, 2000, was $196.8  million.  (See
Note  8  of  the  Notes  to  Consolidated  Condensed  Financial  Statements  for
discussion of the increase in the Company's  Revolving Line of Credit subsequent
to March 31, 2000)

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

Common Unit Repurchase Program

         During 1999, the Board of Trustees authorized a unit repurchase program
under which the  Company  may  repurchase  up to $150  million of its  currently
outstanding  common units from time to time at the  discretion  of management in
open market and negotiated transactions. To date, CRLP has repurchased 4,612,815
units at an all in cost of $122.1  million.  During  the first  quarter of 2000,
CRLP was not active in their common unit repurchase program.


<PAGE>




Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         CRLP is exposed to interest  rate changes  primarily as a result of its
line of credit and  long-term  debt used to maintain  liquidity and fund capital
expenditures  and  expansion  of CRLP's real  estate  investment  portfolio  and
operations.  CRLP's  interest  rate risk  management  objective  is to limit the
impact of  interest  rate  changes on  earnings  and cash flows and to lower its
overall  borrowing costs. To achieve its objectives,  CRLP borrows  primarily at
fixed rates and may enter into derivative financial instruments such as interest
rate swaps,  caps and treasury locks in order to mitigate its interest rate risk
on a  related  financial  instrument.  CRLP does not enter  into  derivative  or
interest rate transactions for speculative purposes.

         The table  below  presents  the  principal  amounts,  weighted  average
interest  rates,  fair  values  and other  terms  required  by year of  expected
maturity to evaluate the expected  cash flows and  sensitivity  to interest rate
changes. Also included is a summary of CRLP's swap contracts at March 31, 2000.
<TABLE>
<CAPTION>

                                                                                                                Est. Fair
(amounts in thousands)                  2000     2001     2002      2003      2004      Thereafter     Total      Value
--------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>        <C>      <C>       <C>       <C>          <C>         <C>         <C>
Fixed Rate Debt                      $ 21,609   78,159   74,831    109,145   100,000      423,767     807,511     806,201
Average interest rate
     at March 31, 2000                  8.35%    7.74%    7.55%      7.23%     7.27%        7.48%       7.47%           -

Variable Debt                       $ 197,416        -        -          -         -       52,975     250,391     250,391
Average interest rate
     at March 31, 2000                  6.87%        -        -          -         -        3.98%       6.26%           -

Interest Rate SWAPs

     Variable to fixed               $ 25,000        -        -          -         -            -      25,000          54
     Average pay rate                   6.02%        -        -          -         -            -       6.02%           -

     Fixed to variable                    $ -        -        -          -         -       50,000      50,000        (311)
     Average pay rate                       -        -        -          -         -      1 month      1 month          -
                                                                                           LIBOR        LIBOR

Interest Rate Cap                    $ 50,000        -        -          -         -            -      50,000           -
    Interest Rate                       8.00%        -        -          -         -            -       8.00%           -
</TABLE>

         The table  incorporates only those exposures that exist as of March 31,
2000; it does not consider those exposures or positions, which could arise after
that date.  Moreover,  because firm  commitments  are not presented in the table
above,  the information  presented  therein has limited  predictive  value. As a
result,  CRLP's  ultimate  realized  gain or loss with respect to interest  rate
fluctuations  will depend on the exposures that arise during the period,  CRLP's
hedging strategies at that time, and interest rates.

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP
                           PART II-- OTHER INFORMATION



Item 2.  Changes in Securities.

         The  Company  from time to time  issues  common  shares  of  beneficial
interest  ("Common  Shares")  pursuant to its  Dividend  Reinvestment  and Share
Purchase Plan,  its  Non-Employee  Trustee Share Option Plan,  its  Non-Employee
Trustee Share Plan, and its Employee Share Option and Restricted  Share Plan, in
transactions  that are  registered  under the Securities Act of 1933, as amended
(the "Act").  Pursuant to CRLP's Third Amended and Restated Agreement of Limited
Partnership,  each  time  the  Company  issues  Common  Shares  pursuant  to the
foregoing plans, CRLP issues to Colonial  Properties 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 March 31, 2000,  CRLP issued
25,532 Units in such transactions for an aggregate of approximately $613,000.

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

         (a)  Exhibits

                3.2.1  Bylaws of the Company (as amended through April 28, 2000)

               12.    Ratio of Earnings to Fixed Charges

               16.    Letter re:  Unaudited Interim Financial Information

               27.    Financial Data Schedule (EDGAR Version Only)

(b)      Reports on Form 8-K




<PAGE>



                                   SIGNATURES

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

                                           COLONIAL REALTY LIMITED PARTNERSHIP,
                                             a Delaware limited partnership

                                           By:   Colonial Properties Trust,
                                                    its general partner




Date:  May 12, 2000                        By:  /s/ Howard B. Nelson, Jr.
                                                -------------------------
                                                Howard B. Nelson, Jr.
                                                Chief Financial Officer
                                                (Duly Authorized Officer
                                                and Principal Financial Officer)



Date:  May 12, 2000                             /s/ Kenneth E. Howell
                                                ---------------------
                                                Kenneth E. Howell
                                                Senior Vice President and
                                                Chief Accounting Officer
                                                (Principal Accounting Officer)

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP

                 EXHIBIT 12 - Ratio of Earnings to Fixed Charges

         CRLP's  ratio of earnings to fixed  charges for the three  months ended
March 31, 2000 and 1999, was 1.65 and 1.96, respectively.

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

<PAGE>

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



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


We are aware  that our  report  dated  April 24,  2000 on our  review of interim
financial information of Colonial Realty Limited Partnership for the three-month
periods  ended  March  31,  2000  and  1999 and  included  in the  Partnership's
quarterly  report on Form 10-Q for the periods then ended,  is  incorporated  by
reference  in the  registration  statement  on Form  S-3  related  to the  Shelf
Registration filed on December 11, 1997 (File No.  333-42049).  Pursuant to Rule
436(c) under the Securities Act of 1933,  this report should not be considered a
part of the  registration  statement  prepared  or  certified  by us within  the
meaning of Sections 7 and 11 of that Act.

                                                 /s/ PricewaterhouseCoopers LLP
                                                     PricewaterhouseCoopers LLP

Birmingham, Alabama
May 9, 2000