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, 2001    Commission File Number: 0-20707


                       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
                     June 30, 2001 and December 31, 2000                     3

                     Consolidated Condensed Statements of Income for the
                     Three Months and for the Six Months Ended
                     June 30, 2001 and 2000                                  4

                     Consolidated Condensed Statements of Cash Flows
                     for the Six Months Ended June 30, 2001 and 2000         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                                               14

PART II:  OTHER INFORMATION

         Item 2.  Changes in Securities                                     15

         Item 6.  Exhibits and Reports on Form 8-K                          15

SIGNATURES                                                                  16

EXHIBITS                                                                    17



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

                                                                             (Unaudited)    December 31,
                                                                            June 30, 2001       2000
                                                                             -----------   ------------
         ASSETS
<S>                                                                          <C>            <C>
Land, buildings, & equipment, net                                            $ 1,767,581    $ 1,769,500
Undeveloped land and construction in progress                                    140,664         81,333
Cash and equivalents                                                               1,597          4,275
Restricted cash                                                                    2,756          2,479
Accounts receivable, net                                                           9,277         13,798
Prepaid expenses                                                                   3,791          4,086
Notes receivable                                                                     930         10,524
Deferred debt and lease costs, net                                                18,424         17,581
Investment in unconsolidated subsidiaries                                         27,875         28,129
Other assets                                                                      10,298         11,842
                                                                             -----------    -----------
                                                                             $ 1,983,193    $ 1,943,547
                                                                             ===========    ===========

        LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                                  $ 1,186,295    $ 1,179,095
Accounts payable                                                                     974          2,114
Accrued interest                                                                  14,120         14,536
Accrued expenses                                                                   9,596            342
Tenant deposits                                                                    4,082          4,009
Unearned rent                                                                      2,153          4,442
Other liabilities                                                                  3,175          1,517
                                                                             -----------    -----------
     Total liabilities                                                         1,220,395      1,206,055
                                                                             -----------    -----------

Redeemable units, at redemption value                                            342,473        292,570
Preferred units:
     Series A Preferred Units                                                    125,000        125,000
     Series B Preferred Units                                                    100,000        100,000
     Series C Preferred Units                                                     50,000            -0-
Partners' capital                                                                147,135        219,922
Accumulated other comprehensive loss                                              (1,810)           -0-
                                                                             -----------    -----------
      Total partners' capital                                                    420,325        444,922
                                                                             -----------    -----------

                                                                             $ 1,983,193    $ 1,943,547
                                                                             ===========    ===========

<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        Six Months Ended
                                                                                    June 30,                  June 30,
                                                                             ----------------------    ----------------------
                                                                                2001        2000         2001          2000
                                                                             ----------------------    ----------------------
 Revenue:
<S>                                                                          <C>          <C>          <C>          <C>
      Minimum rent                                                           $  62,714    $  58,562    $ 125,230    $ 115,469
      Percentage rent                                                              557          703          645        1,394
      Tenant recoveries                                                          9,441        8,477       18,340       17,116
      Other                                                                      4,742        5,247        8,809        8,686
                                                                             ---------    ---------    ---------    ---------
          Total revenue                                                         77,454       72,989      153,024      142,665
                                                                             ---------    ---------    ---------    ---------
 Property operating expenses:
      General operating expenses                                                 5,120        4,990       10,405        9,983
      Salaries and benefits                                                      3,953        3,995        7,979        7,737
      Repairs and maintenance                                                    7,330        7,068       13,919       13,541
      Taxes, licenses, and insurance                                             6,317        5,970       12,865       11,824
 General and administrative                                                      2,495        1,841        5,129        4,431
 Depreciation                                                                   16,027       14,296       31,824       28,278
 Amortization                                                                    1,801        1,245        3,621        2,235
                                                                             ---------    ---------    ---------    ---------
          Total operating expenses                                              43,043       39,405       85,742       78,029
                                                                             ---------    ---------    ---------    ---------
          Income from operations                                                34,411       33,584       67,282       64,636
                                                                             ---------    ---------    ---------    ---------
 Other income (expense):
      Interest expense                                                         (18,974)     (17,096)     (38,443)     (33,139)
      Income from unconsolidated subsidiaries                                      382          359          632          846
      Ineffectiveness of hedging activities                                          1          -0-          (30)         -0-
      Gains (losses) from sales of property                                        (33)       3,569         (145)       3,514
                                                                             ---------    ---------    ---------    ---------
          Total other expense                                                  (18,624)     (13,168)     (37,986)     (28,779)
                                                                             ---------    ---------    ---------    ---------
          Income before extraordinary item                                      15,787       20,416       29,296       35,857
 Extraordinary income (loss)                                                       -0-         (418)         -0-         (418)
                                                                             ---------    ---------    ---------    ---------
          Net income                                                         $  15,787    $  19,998    $  29,296    $  35,439
 Distributions to preferred unitholders                                         (5,094)      (4,954)     (10,048)      (9,906)
                                                                             ---------    ---------    ---------    ---------
      Net income available to common unitholders                             $  10,693    $  15,044    $  19,248    $  25,533
                                                                             =========    =========    =========    =========
                                                                                                                    ---------
 Income before extraordinary items                                           $    0.33    $    0.46    $    0.60    $    0.78
 Extraordinary income (loss)                                                       -0-        (0.01)         -0-        (0.01)
                                                                                                                    ---------
 Net income per unit - basic                                                 $    0.33    $    0.45    $    0.60    $    0.77
                                                                             =========    =========    =========    =========
 Net income per unit - diluted                                               $    0.33    $    0.45    $    0.60    $    0.77
                                                                             =========    =========    =========    =========
                                                                                                                    ---------
 Weighted average units outstanding                                             31,984       33,212       31,977       33,198
                                                                             =========    =========    =========    =========

<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)
                               -------------------

                                                                                Six Months Ended
                                                                                    June 30,
                                                                             ----------------------
                                                                               2001         2000
                                                                             ---------    ---------

Cash flows from operating activities:
<S>                                                                          <C>          <C>
     Net  income                                                             $  29,296    $  35,439
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                          35,445       30,149
         Income from unconsolidated subsidiaries                                  (632)        (846)
         (Gains) losses from sales of property                                     145       (3,514)
         Other                                                                     939          802
     Decrease (increase) in:
         Restricted cash                                                          (277)         (17)
         Accounts receivable                                                     3,582       (3,295)
         Prepaid expenses                                                          295       (1,181)
         Other assets                                                           (1,818)      (4,567)
     Increase (decrease) in:
         Accounts payable                                                       (1,140)       4,925
         Accrued interest                                                         (416)       1,900
         Accrued expenses and other                                              6,886        7,754
                                                                             ---------    ---------
             Net cash provided by operating activities                          72,305       67,549
                                                                             ---------    ---------
Cash flows from investing activities:

     Acquisition of properties                                                     -0-          -0-
     Development expenditures                                                  (73,725)     (55,022)
     Tenant improvements                                                        (8,240)     (13,196)
     Capital expenditures                                                       (7,416)      (6,348)
     Proceeds from notes receivable                                              9,594          -0-
     Proceeds from sales of property, net of selling costs                         -0-       40,665
     Distributions from unconsolidated subsidiaries                              1,444        2,305
     Capital contributions to unconsolidated subsidiaries                         (558)      (1,377)
                                                                             ---------    ---------
             Net cash used in investing activities                             (78,901)     (32,973)
                                                                             ---------    ---------
Cash flows from financing activities:

     Principal reductions of debt                                                 (920)     (31,814)
     Proceeds from additional borrowings                                        21,100      128,568
     Net change in revolving credit balances                                   (12,980)     (67,872)
     Cash contributions from the issuance of preferred units                    48,125          -0-
     Cash contributions                                                            215        9,286
     Capital distributions                                                     (50,333)     (49,844)
     Purchase of treasury units                                                    -0-      (18,067)
     Payment of mortgage financing cost                                         (1,102)      (1,574)
     Other, net                                                                   (187)        (418)
                                                                             ---------    ---------
             Net cash provided by (used in) financing activities                 3,918      (31,735)
                                                                             ---------    ---------
             Increase (decrease) in cash and equivalents                        (2,678)       2,841
Cash and equivalents, beginning of period                                        4,275        4,630
                                                                             ---------    ---------
Cash and equivalents, end of period                                          $   1,597    $   7,471
                                                                             =========    =========


<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
                                  June 30, 2001
                                   (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.  Accordingly, they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been  included.  The results of  operations  for the three and six month periods
ended June 30, 2001 are not  necessarily  indicative  of the results that may be
expected  for the  full  year.  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,  2000,  and with the  information  filed with the  Securities  and  Exchange
Commission on Form 10-Q for the quarter  ended March 31, 2001.  The December 31,
2000 balance  sheet data  presented  herein was derived  from audited  financial
statements but does not include all disclosures  required by generally  accepted
accounting principles. Certain 2000 amounts have been reclassified to conform to
the current year's financial statement presentation.

Note 2 -- Capital Structure

         At June 30,  2001,  the  Company  controlled  CRLP as the sole  general
partner  and as the  holder of 65.2% of the  common  units of CRLP  ("Redeemable
Units") and 63.6% of the  preferred  units (the  "Series A Preferred  Units" and
"Series C 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.


<PAGE>




Note 3 --Preferred Stock Issuance

         On June 19, 2001,  the Company  issued  2,000,000  preferred  shares of
beneficial  interest (Series C Preferred Shares).  The Series C Preferred Shares
pay a quarterly  dividend at 9.25% per annum and may be called by the Company on
or after June 19, 2006. The Series C Preferred  Shares have no stated  maturity,
sinking  fund or mandatory  redemption  and are not  convertible  into any other
securities  of the  Company.  The Series C Preferred  Shares have a  liquidation
preference  of $25.00 per share.  In  connection  with the  offering of Series C
Preferred Shares, CRLP issued a like amount of preferred units to the Company in
exchange for the Company's  proceeds from its Series C Preferred Share offering.
The net proceeds of the offering were approximately  $48.1 million and were used
to repay outstanding balances under the Company's unsecured line of credit.

Note 4 -- Net Income Per Unit

         The  following  table sets forth the  computation  of basic and diluted
earnings per unit:
<TABLE>
<CAPTION>

(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,
                                                                 2001         2000         2001        2000
                                                              -----------  -----------  ----------  ----------
       Numerator:
<S>                                                         <C>         <C>          <C>           <C>
            Income before extraordinary item                $    15,787 $     20,416 $     29,296  $   35,857
        Less: Preferred stock dividends                          (5,094)      (4,954)     (10,048)     (9,906)
                                                              -----------  -----------  -----------  ----------
         Income available to common unitholders
         Before extraordinary item
                                                            $     10,693 $     15,462 $     19,248 $    25,951
                                                              -----------  -----------  -----------  ----------
       Denominator:
         Denominator  for  basic  net  income  per  unit -
         Effect  of  dilutive securities:
         Trustee and employee stock options                          122           30           81          28
                                                              -----------  -----------  -----------  ----------
         Denominator  for  diluted net income per unit
         - adjusted weighted average common units
                                                                  32,106       33,242       32,058      33,226
                                                              -----------  -----------  -----------  ----------
         Basic net income per unit,
             Before extraordinary items                     $       0.33 $       0.46 $       0.60 $      0.78
         Diluted net income per unit,                         -----------  -----------  -----------  ----------
             Before extraordinary items                     $       0.33 $       0.46 $       0.60 $      0.78
                                                              -----------  -----------  -----------  ----------
</TABLE>

Options to purchase  154,400 common shares at a weighted  average exercise price
of $30.71 per share were  outstanding  during 2001 but were not  included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.


<PAGE>



Note 5 -- 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 2000 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 and six months ended June 30, 2001
and 2000 is as follows:
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
            June 30, 2001                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 29,869         $ 14,138         $ 36,352         $ 80,359
NOI                                               20,458           10,178           25,730           56,366
Divisional assets                                769,934          355,214          880,114        2,005,262
------------------------------------------------------------------------------------------------------------
         Three Months Ended
            June 30, 2000                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 29,429         $ 12,717         $ 33,487         $ 75,633
NOI                                               19,266            9,073           23,921           52,260
------------------------------------------------------------------------------------------------------------
          Six Months Ended
            June 30, 2001                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 59,804         $ 27,599         $ 71,020        $ 158,423
NOI                                               40,519           19,616           50,463          110,598
------------------------------------------------------------------------------------------------------------
          Six Months Ended
            June 30, 2000                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 58,067         $ 23,997         $ 66,042        $ 148,106
NOI                                               38,188           16,879           47,373          102,440
------------------------------------------------------------------------------------------------------------
         For the Year Ended
          December 31, 2000
           (in thousands)                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
Divisional assets                              $ 752,259        $ 329,315        $ 869,351       $1,950,925
------------------------------------------------------------------------------------------------------------
</TABLE>

 A reconciliation of total segment revenues to total revenues, total segment NOI
 to income from operations, for the three and six months ended June 30, 2001 and
 2000, and total divisional  assets to total assets,  for the periods ended June
 30, 2001 and December 31, 2000, is presented below:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
                                      As of and for the      As of and for the     As of and for the     As of and for the
                                      Three Months Ended    Three Months Ended     Six Months Ended      Six Months Ended
(in thousands)                          June 30, 2001          June 30, 2000         June 30, 2001         June 30, 2000
Revenues
--------------------------------------------------------------------------------  --------------------  --------------------
<S>                                              <C>                   <C>                  <C>                   <C>
Total divisional revenues                        $ 80,359              $ 75,633             $ 158,423             $ 148,106
Unallocated corporate revenues                        357                   469                 1,168                   776
Partially-owned subsidiaries                       (3,262)               (3,113)               (6,567)               (6,217)
--------------------------------------------------------------------------------  --------------------  --------------------
    Total Revenues                               $ 77,454              $ 72,989             $ 153,024             $ 142,665
--------------------------------------------------------------------------------  --------------------  --------------------

NOI

--------------------------------------------------------------------------------  --------------------  --------------------
Total divisional NOI                             $ 56,366              $ 52,260             $ 110,598             $ 102,440
Unallocated corporate revenues                        357                   469                 1,168                   776
Partially-owned subsidiaries                       (1,972)               (1,766)               (3,874)               (3,644)
General and administrative expenses                (2,495)               (1,841)               (5,129)               (4,431)
Depreciation                                      (16,027)              (14,296)              (31,824)              (28,278)
Amortization                                       (1,801)               (1,245)               (3,621)               (2,235)
Other                                                 (17)                    3                   (36)                    8
--------------------------------------------------------------------------------  --------------------  --------------------
--------------------------------------------------------------------------------  --------------------  --------------------
    Income from operations                       $ 34,411              $ 33,584              $ 67,282              $ 64,636
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                       For the Period Ended For the Period Ended
Assets                                      June 30, 2001      December 31, 2000
--------------------------------------------------------------------------------
<S>                                           <C>                   <C>
Total divisional assets                       $ 2,005,262           $ 1,950,925
Unallocated corporate assets (1)                   71,327                85,637
Partially-owned subsidiaries                      (93,396)              (93,015)
--------------------------------------------------------------------------------
    Total assets                              $ 1,983,193           $ 1,943,547
--------------------------------------------------------------------------------

<FN>
(1)  Includes the Company's investment in partially owned entities of $27,875 as
     of June 30, 2001, and $28,129 as of December 31, 2000.
</FN>
</TABLE>

Note 6 -- Derivative Instruments

         On January 1, 2001,  CRLP adopted  Statement  of  Financial  Accounting
Standard  (SFAS)  No.  133,  (subsequently  amended  by SFAS  Nos.  137 and 138)
Accounting for Derivative  Instruments and Hedging Activities.  SFAS No. 133, as
amended,   establishes   accounting  and  reporting   standards  for  derivative
instruments.  Specifically  SFAS No. 133  requires  an entity to  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and to measure those instruments at fair value. Additionally,  the fair
value  adjustments will affect either partners'  capital or net income depending
on  whether  the  derivative  instrument  qualifies  as a hedge  for  accounting
purposes and, if so, the nature of the hedging activity.

         As of January 1, 2001,  the  adoption of the new  standard  resulted in
derivative  instruments  reported on the balance  sheet as  liabilities  of $0.9
million and a decrease of $0.9 million to Accumulated Other  Comprehensive Loss,
which is a loss not affecting Partners' capital.

         In the  normal  course of  business,  CRLP is  exposed to the effect of
interest rate  changes.  CRLP limits these risks by following  established  risk
management  policies  and  procedures  including  the  use of  derivatives.  For
interest rate exposures,  derivatives are used primarily to align rate movements
between interest rates associated with CRLP's leasing income and other financial
assets with  interest  rates on related  debt,  and manage the cost of borrowing
obligations.

         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.

         CRLP has entered  into several  different  hedging  transactions  in an
effort to manage  exposure to changes in interest  rates.  On October 25,  2000,
CRLP  entered  into an interest  rate swap in the amount of $125  million on its
line of credit.  The swap fixes the rate on the  floating-line for one year at a
rate of 7.66%.  To reduce  interest costs and to take advantage of the favorable
interest rate  environment,  CRLP engaged in an interest rate swap  agreement on
$30.2 million of amortizing  variable rate debt,  and the fixed rate on the debt
to 6.59% for five years.  In  anticipation  of a debt offering six months hence,
CRLP entered into a forward-starting swap for $32.5 million,  thereby locking in
a fixed rate of 6.20%.  Additionally,  CRLP  purchased  an interest  rate cap in
order to limit  the  degree to which  interest  rates may rise over the next two
years.  The cap covers $30.4 million of LIBOR-based  debt at 11.20% through June
2003.

         During the second quarter of 2001, CRLP entered into a reverse interest
rate swap agreement in the amount of $50 million on its medium-term notes. Under
the terms of the agreement, CRLP receives a fixed interest rate of 5.015% and is
required to pay  three-month  LIBOR.  Also, CRLP purchased an interest rate cap,
which covers $21.1  million of  LIBOR-based  debt at 6.85% though June 2004.  On
July 15, 2001,  CRLP terminated its  forward-starting  swap of $32.5 million and
received approximately $130,000.

         On June 30, 2001,  the  derivative  instruments  were reported at their
fair value as Other Liabilities of $1.8 million. The offsetting  adjustments are
represented as losses in Accumulated Other  Comprehensive  Loss of $1.8 million.
Year  to  date,  CRLP  has  recorded  a  $13,000  loss in  earnings  due to some
ineffectiveness  on one of  their  swaps,  resulting  from a  timing  difference
regarding rate reset dates.

         All CRLP's  hedges that are reported at fair value and are  represented
on the  balance  sheet  could  be  characterized  as  cash  flow  hedges.  These
transactions  hedge the future cash flows of debt  transactions.  Interest  rate
swaps that convert  variable  payments to fixed  payments,  interest  rate caps,
floors,  collars, and forwards are cash flow hedges. The unrealized gains/losses
in the fair  value of these  hedges are  reported  on the  balance  sheet with a
corresponding adjustment to either accumulated other comprehensive income (loss)
or in  earnings--depending  on the type of hedging relationship.  If the hedging
transaction  is a cash flow  hedge,  then the  offsetting  gains and  losses are
reported  in  accumulated  other  comprehensive  income  (loss).  If the hedging
transaction  is  characterized  as a fair value hedge,  then the changes in fair
value of the hedge and the hedged item are  reflected in  earnings.  If the fair
value hedging relationship is fully effective,  there is no net effect reflected
in income.  Over time, the unrealized gains and losses held in accumulated other
comprehensive   income   (loss)  will  be   reclassified   to   earnings.   This
reclassification is consistent with when the hedged items are also recognized in
earnings.  Within the next  twelve  months,  CRLP will  reclassify  to  earnings
approximately  $1.5  million of the current  balance held in  accumulated  other
comprehensive income (loss).


<PAGE>



         CRLP hedges its  exposure to the  variability  in future cash flows for
forecasted  transactions  over  a  maximum  period  of  12  months.  During  the
forecasted period, unrealized gains and losses in the hedging instrument will be
reported in  accumulated  other  comprehensive  income  (loss).  Once the hedged
transaction takes place, the hedge gains and losses will be reported in earnings
during the same period in which the hedged item is recognized in earnings.

Note 7 -- Comprehensive Income (Loss)

         Comprehensive income (loss) consisted of the following:
<TABLE>
<CAPTION>

  (in thousands)                                                   Three Months ended          Six Months ended
                                                                      June 30, 2001              June 30, 2001
                                                                -------------------------- --------------------------
<S>                                                                     <C>                        <C>
  Net income available to common shareholders                           $ 10,693                   $ 19,248
  Other comprehensive income (loss)
       Unrealized income (loss) on cash flow
           hedging activities                                              1,440                     (1,810)
                                                                -------------------------- --------------------------
  Comprehensive income                                                  $ 12,133                   $ 17,438
                                                                -------------------------- --------------------------

</TABLE>

         Accumulated  other   comprehensive   income  (loss)  consisted  of  the
following:
<TABLE>
<CAPTION>

          (in thousands)                                                 Accumulated Other
                                                                    Comprehensive Income (Loss)
                                                                -------------------------------------
                                                                -------------------------------------

<S>                        <C> <C>                                              <C>
          Balance December 31, 2000                                             $ --
          Transition adjustment on cash flow
                  hedging activities                                              (885)
          Current period change in fair value of
                  derivative instruments                                          (925)
                                                                -------------------------------------
          Balance June 30, 2001                                              $ (1,810)
                                                                -------------------------------------
</TABLE>

Note 8 -- Subsequent Events
         Quarterly Distributions

         On July 26, 2000, a cash  distribution was declared to partners of CRLP
in the amount of $0.63 per unit,  totaling $20.1 million.  The  distribution was
declared to partners of record as of August 6, 2001,  and was paid on August 13,
2001.

<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 June 30, 2001,
and the related consolidated  condensed statements of income for the three-month
and  six-month  periods  ended  June 30,  2001 and  2000,  and the  consolidated
condensed statements of cash flows for the six-month periods ended June 30, 2001
and 2000. 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,  2000,  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 16, 2001, except for Note 15,
as to which the date is February 6, 2001, 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 June 30,
2001, 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, 2001
<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,   office
buildings, retail malls and shopping centers. 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 June 30, 2001,  CRLP's real
estate portfolio consisted of 54 multifamily communities,  17 office properties,
and 44 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,  Office,  and
Retail.  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 2000 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.


<PAGE>



Results of Operations -- Three Months Ended June 30, 2001 and 2000

         Revenue -- Total revenue  increased by $4.5 million,  or 6.1%,  for the
second quarter of 2001 when compared to the second quarter of 2000. The majority
of this  increase,  $2.7 million,  represents  revenues  generated by properties
acquired or  developed  during 2000 and the first half of 2001,  net of revenues
from properties disposed of in 2000. The remaining increase primarily relates to
increases in rental rates at existing properties.

         Operating  Expenses  --  Total  operating  expenses  increased  by $3.6
million,  or 9.2%,  for the second  quarter of 2001 when  compared to the second
quarter  of 2000.  Of this  increase,  $2.5  million  is  primarily  related  to
additional  operating expenses  associated with properties that were acquired or
developed  during  2000 and the first half of 2001,  net of  operating  expenses
associated with properties disposed of in 2000. The remaining increase primarily
relates to  increases  in general  operating  expenses,  real  estate  taxes and
insurance at existing  properties,  and overall  increases  in  personnel  costs
associated with CRLP's continued growth.

         Other Income and Expense -- Interest expense increased by $1.9 million,
or 11.0%,  for the second quarter of 2001 when compared to the second quarter of
2000.  The  increase  in  interest  expense  is  primarily  attributable  to the
increased usage of CRLP's  revolving  credit agreement and the issuance of $20.0
million of unsecured  medium term notes  through its  subsidiary  CRLP since the
second quarter of 2000 in  conjunction  with the financing of  acquisitions  and
developments.

Results of Operations -- Six Months Ended June 30, 2001 and 2000

         Revenue -- Total revenue  increased by $10.4 million,  or 7.3%, for the
six months  ended June 30, 2001 when  compared to the six months  ended June 30,
2000. The majority of this increase, $7.0 million, represents revenues generated
by properties acquired or developed during 2001 and the second half of 2000, net
of  revenues  from  properties  disposed  of in  2000.  The  remaining  increase
primarily relates to increases in rental rates at existing  properties and other
ancillary income.

         Operating  Expenses  --  Total  operating  expenses  increased  by $7.7
million,  or 9.9%,  for the six months ended June 30, 2001 when  compared to the
six months  ended June 30,  2000.  Of this  increase,  $5.2 million is primarily
related to additional  operating  expenses  associated with properties that were
acquired or developed  during 2001 and the second half of 2000, net of operating
expenses  associated with properties disposed of in 2000. The remaining increase
primarily relates to increases in general operating expenses,  real estate taxes
and insurance at existing  properties,  and overall increases in personnel costs
associated with CRLP's continued growth.

         Other Income and Expense -- Interest expense increased by $5.3 million,
or 16.0%, for the six months ended June 30, 2001 when compared to the six months
ended June 30, 2000. The increase in interest expense is primarily  attributable
to the increased usage of CRLP's  revolving credit agreement and the issuance of
$70.0 million of unsecured  medium term notes through its subsidiary  CRLP since
the first quarter of 2000 in conjunction  with the financing of acquisitions and
developments.

Liquidity and Capital Resources

         During the second  quarter of 2001,  CRLP invested $44.6 million in the
acquisition  and  development of  properties.  CRLP financed this growth through
advances on its unsecured bank line of credit,  issuance of preferred units, and
cash from  operations.  As of June 30, 2001,  CRLP had an unsecured bank line of
credit providing for total  borrowings of $300 million.  The line, which is used
by CRLP  primarily  to finance  property  acquisitions  and  development,  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.  The  balance  outstanding  on this line at June 30,
2001, was $201.4 million.

         At June 30,  2001,  CRLP's  total  outstanding  debt  balance was $1.19
billion.  The outstanding  balance includes  fixed-rate debt of $1.0 billion, or
85.2%, and  floating-rate  debt of $176 million,  or 14.8%.  CRLP's total market
capitalization  as of June 30,  2001 was $2.4  billion  and its ratio of debt to
market  capitalization  was  48.5%.  Certain  loan  agreements  of CRLP  contain
restrictive  covenants,  which among other things require maintenance of various
financial ratios. At June 30, 2001, CRLP was in compliance with these covenants.

         CRLP expects to meet its short-term  liquidity  requirements  generally
through  its net  cash  provided  by  operations  and  borrowings  under  credit
arrangements   and  expects  to  meet   certain  of  its   long-term   liquidity
requirements,  such as  scheduled  debt  maturities,  repayment  of financing of
construction and development  activities,  and possible  property  acquisitions,
through  long-term  secured and  unsecured  borrowings  and the issuance of debt
securities or additional equity  securities of CRLP, sales of properties,  joint
ventures,  or,  possibly in  connection  with  acquisitions  of land or improved
properties,  issuance of limited  partnership  units of CRLP. CRLP believes that
its net cash provided by  operations  will be adequate and  anticipates  that it
will continue to be adequate to meet both operating  requirements and payment of
dividends by CRLP in accordance with REIT requirements in both the short and the
long term.

Inflation

         Leases at the 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
the Company to increase  rental rates or other charges to tenants in response to
rising prices and,  therefore,  serve to minimize the Company's  exposure to the
adverse effects of inflation.

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 and rate caps at
June 30, 2001.

<TABLE>
<CAPTION>

                                                                                                                       Estimated
                                                                                                                          Fair
(amounts in thousands)     2001        2002        2003          2004         2005      Thereafter         Total          Value
------------------------------------------------------------------------------------------------------------------------------------

<S>                     <C>           <C>        <C>            <C>         <C>            <C>             <C>         <C>
Fixed Rate Debt         $ 77,829      58,061     233,486        100,000     26,560         489,866         985,802     1,030,024
Average interest rate
     at June 30, 2001      7.73%       7.93%       7.27%          7.27%      8.83%           7.46%           7.48%

Variable Debt                $ -           -      76,417              -     50,000          74,075         200,492       200,492
Average interest rate
     at June 30, 2001          -           -       5.06%              -      5.75%           4.02%           4.85%

Interest Rate SWAPs

     Variable to fixed  $ 125,000           -           -              -          -          62,581         187,581        (1,736)
     Average pay rate       6.46%           -           -              -          -           6.39%           6.43%

     Fixed to variable          -           -           -         50,000          -               -          50,000          (475)
     Average pay rate           -           -           -     3-mo LIBOR          -               -      3-mo LIBOR

Interest Rate Cap             $ -           -      30,379         21,100          -               -          51,479            94
    Interest Rate               -           -      11.20%          6.85%          -               -           9.42%

</TABLE>
         The table  incorporates  only those exposures that exist as of June 30,
2001; 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 June 30,  2001,  CRLP issued
10,358  Units  in such  transactions  for an  aggregate  of  approximately  $0.3
million.

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

         (a)  Exhibits

                12.     Ratio of Earnings to Fixed Charges

                15.     Letter re:  Unaudited Interim Financial Information

         (b)      Reports on Form 8-K




<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:  August 14, 2001              By:    /s/ Howard B. Nelson, Jr.
                                           -------------------------
                                               Howard B. Nelson, Jr.
                                               Chief Financial Officer
                                              (Duly Authorized Officer
                                               and Principal Financial Officer)



Date:  August 14, 2001                     /s/ Kenneth E. Howell
                                           ---------------------
                                               Kenneth E. Howell
                                               Senior Vice President and
                                               Chief Accounting Officer
                                              (Principal Accounting Officer)