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
September 30, 2001


                       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
                     September 30, 2001 and December 31, 2000                3

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

                     Consolidated Condensed Statements of Cash Flows
                     for the Nine Months Ended September 30, 2001 and 2000   5

                     Notes to Consolidated Condensed Financial Statements    6

                     Report of Independent Accountants                      12

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                       13

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                               16

PART II:  OTHER INFORMATION

         Item 2.  Changes in Securities                                     17

         Item 6.  Exhibits and Reports on Form 8-K                          17

SIGNATURES                                                                  18

EXHIBITS                                                                    19



<PAGE>
<TABLE>
<CAPTION>

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


                                                               (Unaudited)
                                                              September 30,   December 31,
                                                                   2001          2000
                                                               -----------    -----------
                     ASSETS

<S>                                                            <C>            <C>
Land, buildings, & equipment, net                              $ 1,732,528    $ 1,769,500
Undeveloped land and construction in progress                      187,887         81,333
Cash and equivalents                                                 3,428          4,275
Restricted cash                                                      2,744          2,479
Accounts receivable, net                                            15,689         13,798
Prepaid expenses                                                     3,647          4,086
Notes receivable                                                       706         10,524
Deferred debt and lease costs, net                                  18,145         17,581
Investment in unconsolidated subsidiaries                           28,956         28,129
Other assets                                                        11,342         11,842
                                                               -----------    -----------
                                                               $ 2,005,072    $ 1,943,547
                                                               ===========    ===========

       LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                    $ 1,180,416    $ 1,179,095
Accounts payable                                                    24,687          2,114
Accrued interest                                                    13,126         14,536
Accrued expenses                                                    15,964            342
Tenant deposits                                                      3,844          4,009
Unearned rent                                                        2,279          4,442
Other liabilities                                                    2,195          1,517
                                                               -----------    -----------
     Total liabilities                                           1,242,511      1,206,055
                                                               -----------    -----------

Redeemable units, at redemption value                              331,529        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                                                  156,959        219,922
Accumulated other comprehensive loss                                  (927)           -0-
                                                               -----------    -----------
      Total partners' capital                                      431,032        444,922
                                                               -----------    -----------
                                                               $ 2,005,072    $ 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       Nine Months Ended
                                                        September 30,            September 30,
                                                  ----------------------    ----------------------
                                                     2001         2000         2001         2000
                                                  ----------------------    ----------------------
 Revenue:
<S>                                               <C>          <C>          <C>          <C>
      Minimum rent                                $  62,479    $  60,247    $ 187,710    $ 175,118
      Percentage rent                                   837          864        1,482        2,258
      Tenant recoveries                               9,440        9,147       27,780       26,263
      Other                                           6,162        5,564       14,970       14,848
                                                  ---------    ---------    ---------    ---------
          Total revenue                              78,918       75,822      231,942      218,487
                                                  ---------    ---------    ---------    ---------
 Property operating expenses:
      General operating expenses                      5,642        5,566       16,047       15,549
      Salaries and benefits                           3,877        3,975       11,857       11,712
      Repairs and maintenance                         7,846        7,523       21,766       21,064
      Taxes, licenses, and insurance                  6,680        4,924       19,545       16,749
 General and administrative                           2,574        1,332        7,702        5,763
 Depreciation                                        16,561       15,289       48,385       43,566
 Amortization                                         2,026        1,337        5,647        3,572
                                                  ---------    ---------    ---------    ---------
          Total operating expenses                   45,206       39,946      130,949      117,975
                                                  ---------    ---------    ---------    ---------
          Income from operations                     33,712       35,876      100,993      100,512
                                                  ---------    ---------    ---------    ---------
 Other income (expense):
      Interest expense                              (17,438)     (18,958)     (55,881)     (52,097)
      Income from unconsolidated subsidiaries           327          409          959        1,255
      Income taxes                                     (115)         -0-         (115)         -0-
      Ineffectiveness of hedging activities               9          -0-          (20)         -0-
      Gains (losses) from sales of property           7,480         (140)       7,334        3,374
                                                  ---------    ---------    ---------    ---------

          Total other expense                        (9,737)     (18,689)     (47,723)     (47,468)
                                                  ---------    ---------    ---------    ---------

          Income before extraordinary item           23,975       17,187       53,270       53,044
 Extraordinary loss                                     -0-          -0-          -0-         (418)
                                                  ---------    ---------    ---------    ---------

          Net income                              $  23,975    $  17,187    $  53,270    $  52,626
 Distributions to preferred unitholders              (6,109)      (4,954)     (16,157)     (14,860)
                                                  ---------    ---------    ---------    ---------

      Net income available to common unitholders  $  17,866    $  12,233    $  37,113    $  37,766
                                                  =========    =========    =========    =========

 Income before extraordinary items                $    0.56    $    0.38    $    1.16    $    1.16
 Extraordinary loss                                     -0-          -0-          -0-        (0.01)
                                                  ---------    ---------    ---------    ---------
 Net income per unit - basic                      $    0.56    $    0.38    $    1.16    $    1.15
                                                  =========    =========    =========    =========
 Net income per unit - diluted                    $    0.56    $    0.38    $    1.16    $    1.15
                                                  =========    =========    =========    =========

 Weighted average units outstanding                  31,994       32,090       31,983       32,826
                                                  =========    =========    =========    =========

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

                                                                      Nine Months Ended
                                                                        September 30,
                                                                   ----------------------
                                                                      2001         2000
                                                                   ---------    ---------

Cash flows from operating activities:

<S>                                                                <C>          <C>
     Net  income                                                   $  53,270    $  52,626
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                54,032       47,138
         Income from unconsolidated subsidiaries                        (946)      (1,255)
         Gains from sales of property                                 (7,334)      (3,374)
         Other                                                         1,495        1,071
     Decrease (increase) in:
         Restricted cash                                                (265)          95
         Accounts receivable                                          (3,386)      (5,205)
         Prepaid expenses                                                439         (629)
         Other assets                                                 (4,207)      (8,884)
     Increase (decrease) in:
         Accounts payable                                              2,146       (8,080)
         Accrued interest                                             (1,410)       3,538
         Accrued expenses and other                                   13,045       10,592
                                                                   ---------    ---------
             Net cash provided by operating activities               106,879       87,633
                                                                   ---------    ---------
Cash flows from investing activities:
     Acquisition of properties                                           -0-      (26,512)
     Development expenditures                                       (106,242)     (78,151)
     Tenant improvements                                             (14,375)     (17,784)
     Capital expenditures                                            (10,209)     (11,946)
     Proceeds from notes receivable                                    9,818          -0-
     Proceeds from sales of property, net of selling costs            41,852       40,615
     Distributions from unconsolidated subsidiaries                    2,020        3,419
     Capital contributions to unconsolidated subsidiaries             (2,015)      (4,855)
                                                                   ---------    ---------
             Net cash used in investing activities                   (79,151)     (95,214)
                                                                   ---------    ---------
Cash flows from financing activities:
     Principal reductions of debt                                    (71,052)     (32,302)
     Proceeds from additional borrowings                              38,988      128,568
     Net change in revolving credit balances                          33,385       14,257
     Cash contributions from the issuance of preferred units          48,125          -0-
     Cash contributions                                                  425        9,269
     Capital distributions                                           (76,598)     (74,084)
     Purchase of treasury units                                          -0-      (37,875)
     Payment of mortgage financing cost                               (1,504)      (1,791)
     Other, net                                                         (344)        (418)
                                                                   ---------    ---------
             Net cash provided by (used in) financing activities     (28,575)       5,624
                                                                   ---------    ---------
             Decrease in cash and equivalents                           (847)      (1,957)
Cash and equivalents, beginning of period                              4,275        4,630
                                                                   ---------    ---------
Cash and equivalents, end of period                                $   3,428    $   2,673
                                                                   =========    =========


<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
                               September 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 nine month periods
ended September 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 quarters  ended March 31 and June 30, 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 September 30, 2001, the Company  controlled CRLP as the sole general
partner  and as the  holder of 64.9% 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 the
Company.  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 -- Dispositions

          During the third quarter 2001, CRLP executed sales of four multifamily
properties,  representing  701 units,  and two retail  properties,  representing
304,168  square feet.  The  properties  were sold for a total  purchase price of
$40.6 million, of which $4.5 million was used to repay a loan, and the remaining
proceeds were used to repay a portion of the borrowings  under CRLP's  unsecured
line of credit and support CRLP's future investment activities.

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 share data)
                                                               Three          Three         Nine             Nine
                                                               Months         Months        Months          Months
                                                               Ended          Ended         Ended           Ended
                                                              September     September     September        September
                                                                 30,           30,           30,              30,
                                                                2001          2000          2001             2000
                                                            -------------  ------------  ------------    --------------
       Numerator:
<S>                                                       <C>            <C>           <C>             <C>
            Income before extraordinary item              $      23,975  $      17,187 $     53,270    $       53,044
        Less: Preferred stock distributions                      (6,109)       (4,954)      (16,157)          (14,860)
                                                            -------------  ------------  ------------    --------------
         Income available to common unitholders
         Before extraordinary item
                                                          $       17,866 $      12,233 $      37,113   $        38,184
                                                            -------------  ------------  ------------    --------------
       Denominator:
         Denominator  for  basic  net  income  per  share -
         Effect  of  dilutive securities:
         Trustee and employee stock options                          145            53           102                32
                                                            -------------  ------------  ------------    --------------
         Denominator  for diluted net income per share
         - adjusted weighted average common units
                                                                  32,139        32,143        32,085            32,858
                                                            -------------  ------------  ------------    --------------

         Basic net income per unit,
             Before extraordinary items                   $         0.56 $        0.38 $        1.16   $          1.16
         Diluted net income per unit,                       -------------  ------------  ------------    --------------
             Before extraordinary items                   $         0.56 $        0.38 $        1.16   $          1.16
                                                            -------------  ------------  ------------    --------------
</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 nine months ended September 30,
2001 and 2000 is as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
         September 30, 2001               Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 30,337         $ 14,548         $ 36,539         $ 81,424
NOI                                               19,976           10,491           25,661           56,128
Divisional assets                                753,046          365,368          884,717        2,003,131
------------------------------------------------------------------------------------------------------------
         Three Months Ended
         September 30, 2000               Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 29,882         $ 12,566         $ 35,496         $ 77,944
NOI                                               20,287            8,910           25,529           54,726
------------------------------------------------------------------------------------------------------------
          Nine Months Ended
         September 30, 2001               Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 90,140         $ 42,148        $ 107,559        $ 239,847
NOI                                               60,494           30,108           76,124          166,726
------------------------------------------------------------------------------------------------------------
          Nine Months Ended
         September 30, 2000               Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 87,949         $ 36,564        $ 101,538        $ 226,051
NOI                                               58,475           25,790           72,902          157,167
------------------------------------------------------------------------------------------------------------
         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 nine months ended  September 30,
 2001 and 2000,  and total  divisional  assets to total assets,  for the periods
 ended September 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      Nine Months Ended    Nine Months Ended
(in thousands)                                 September 30, 2001    September 30, 2000      September 30, 2001  September 30, 2000
Revenues
--------------------------------------------------------------------------------------- -----------------------  ------------------
<S>                                                     <C>                   <C>                    <C>                  <C>
Total divisional revenues                               $ 81,424              $ 77,944               $ 239,847            $ 226,051
Unallocated corporate revenues                               643                 1,051                   1,807                1,815
Partially-owned subsidiaries                              (3,149)               (3,173)                 (9,712)              (9,379)
--------------------------------------------------------------------------------------- -----------------------  ------------------
    Total Revenues                                      $ 78,918              $ 75,822               $ 231,942            $ 218,487
--------------------------------------------------------------------------------------- -----------------------  ------------------

NOI
--------------------------------------------------------------------------------------- -----------------------  ------------------
Total divisional NOI                                    $ 56,128              $ 54,726               $ 166,726            $ 157,167
Unallocated corporate revenues                               643                 1,051                   1,807                1,815
Partially-owned subsidiaries                              (1,886)               (1,898)                 (5,741)              (5,532)
General and administrative expenses                       (2,574)               (1,332)                 (7,702)              (5,763)
Depreciation                                             (16,561)              (15,289)                (48,385)             (43,566)
Amortization                                              (2,026)               (1,337)                 (5,647)              (3,572)
Other                                                        (12)                  (45)                    (65)                 (37)
--------------------------------------------------------------------------------------- -----------------------  ------------------
    Income from operations                              $ 33,712              $ 35,876               $ 100,993            $ 100,512
-----------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
                                             For the Period Ended      For the Period Ended
Assets                                         September 30, 2001         December 31, 2000
---------------------------------------------------------------------------------------
Total divisional assets                              $ 2,003,131           $ 1,950,925
Unallocated corporate assets (1)                         101,519                85,637
Partially-owned subsidiaries                             (99,578)              (93,015)
---------------------------------------------------------------------------------------
    Total assets                                     $ 2,005,072           $ 1,943,547
---------------------------------------------------------------------------------------

<FN>
(1)  Includes the Company's investment in partially owned entities of $28,956 as
     of September 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.  The  following  table
summarizes the notional values, fair values and other  characteristics of CRLP's
derivative  financial  instruments  at September 30, 2001. The notional value at
September 30, 2001 provides an indication of the extent of CRLP's involvement in
these  instruments  at that time,  but does not  represent  exposure  to credit,
interest rate, or market risk.
<TABLE>
<CAPTION>

                                                                          Interest                     Fair Value
                Product Type                       Notional Value           Rate        Maturity     (in thousands)
--------------------------------------------- -------------------------- ------------ ------------- ------------------
<S>                                               <C>     <C>                 <C>         <C> <C>          <C>
1) Interest Rate SWAP, Cash Flow                  $30.2 - $27.7 million       5.932%      1/1/2006         $  (2,078)
2) Interest Rate SWAP, Cash Flow                         $125.0 million       6.456%     11/1/2001              (690)
3) Interest Rate SWAP, Fair Value                         $50.0 million       5.015%     7/26/2004              1,725
4) Interest Rate CAP, Cash Flow                           $21.1 million       6.850%     6/29/2004                 51
5) Interest Rate CAP, Cash Flow                           $17.9 million       6.850%      7/6/2004                 44
6) Interest Rate CAP, Cash Flow                           $30.4 million      11.200%     6/30/2003                  1
--------------------------------------------- -------------------------- ------------ ------------- ------------------
            Total                                                                                           $   (947)
--------------------------------------------- -------------------------- ------------ ------------- ------------------

</TABLE>


         On September  30, 2001,  the  derivative  instruments  were reported at
their  fair  value  as  Other  Liabilities  of  $0.9  million.   The  offsetting
adjustments are represented as losses in Accumulated Other Comprehensive Loss of
$0.9 million.  Year to date, CRLP has recorded a $20,000 loss in earnings due to
some  ineffectiveness on one of their swaps,  resulting from a timing difference
regarding rate reset dates.

         On July 3,  2001,  CRLP  terminated  a  forward-starting  swap that was
designated as hedging  forecasted debt that did not occur. CRLP reclassified the
balance of $130,000 held in Accumulated  Other  Comprehensive  Income related to
the swap as a gain in earnings.

         Most of CRLP's  hedges are  designated  as cash flow hedges.  Cash flow
hedges hedge the future cash flows of current or forecasted debt.  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  $0.4  million of the current  balance held in  accumulated  other
comprehensive income (loss).

         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 6 -- Comprehensive Income (Loss)

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

  (in thousands)                                                   Three Months ended          Nine Months ended
                                                                   September 30, 2001         September 30, 2001
                                                                -------------------------- --------------------------

<S>                                                                     <C>                        <C>
  Net income available to common unitholders                            $ 17,866                   $ 37,113
  Other comprehensive income (loss)
       Unrealized income (loss) on cash flow
                hedging activities                                           891                       (927)
                                                                -------------------------- --------------------------
  Comprehensive income                                                  $ 18,757                   $ 36,186
                                                                -------------------------- --------------------------

</TABLE>

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

          (in thousands)                                                 Accumulated Other
                                                                    Comprehensive Income (Loss)
                                                                -------------------------------------
<S>                                                                             <C>
          Balance December 31, 2000                                             $ --
          Transition adjustment on cash flow
                  hedging activities                                            (885)
          Current period change in fair value of
                  derivative instruments                                         (42)
                                                                -------------------------------------
          Balance September 30, 2001                                          $ (927)
                                                                -------------------------------------

</TABLE>

Note 7 -- Subsequent Event
         Disposition

         On October 5, 2001, CRLP sold, a 376 unit multifamily  property located
in Bradenton,  Florida for a total purchase price of $23.7 million. The proceeds
from  the  sale  were  used to repay a potion  of the  borrowings  under  CRLP's
unsecured line of credit.

         Distribution

         On October 25, 2001, a cash distribution was declared to partners of in
the amount of $0.63 per unit,  totaling  $20.2  million.  The  distribution  was
declared to partners of record as of November 5, 2001,  and was paid on November
13, 2001.

         Interest Rate SWAP

         On November 8, 2001,  CRLP entered into an interest  rate SWAP on $75.0
million of its variable rate line of credit,  which fixes the rate at 2.13% plus
115 basis points. The SWAP matures on December 10, 2002.

<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 September 30,
2001,  and the  related  consolidated  condensed  statements  of income  for the
three-month  and nine-month  periods ended  September 30, 2001 and 2000, and the
consolidated condensed statements of cash flows for the nine-month periods ended
September 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 September
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
November 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 September 30, 2001,  CRLP's
real  estate  portfolio  consisted  of 51  multifamily  communities,  18  office
properties, and 42 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 September 30, 2001 and 2000

         Revenue -- Total revenue  increased by $3.1 million,  or 4.1%,  for the
third quarter of 2001 when  compared to the third quarter of 2000.  The majority
of this  increase,  $2.2 million,  represents  revenues  generated by properties
acquired or developed  during 2001 and the second half of 2000,  net of revenues
from properties disposed.  The remaining increase primarily relates to increases
in rental rates at existing properties and other ancillary income.

         Operating  Expenses  --  Total  operating  expenses  increased  by $5.3
million,  or 13.2%,  for the third  quarter of 2001 when  compared  to the third
quarter  of 2000.  Of this  increase,  $2.1  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. 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 decreased by $1.5 million,
or 8.0%,  for the third  quarter of 2001 when  compared to the third  quarter of
2000. The decrease in interest expense is primarily  attributable to the sale of
$42.6  million of assets in the third quarter of 2001, of which $4.5 million was
used to repay  encumbered debt and the remaining $38.1 million was used to repay
a portion of the borrowings under CRLP's  unsecured line of credit,  maturing of
$65 million of senior notes in the third quarter of 2001,  and a decrease in the
current variable interest rate environment.

Results of Operations -- Nine Months Ended September 30, 2001 and 2000

         Revenue -- Total revenue  increased by $13.5 million,  or 6.2%, for the
nine months  ended  September  30, 2001 when  compared to the nine months  ended
September 30, 2000.  The majority of this  increase,  $9.4  million,  represents
revenues  generated  by  properties  acquired or  developed  during 2001 and the
second half of 2000,  net of revenues from  properties  disposed.  The remaining
increase  primarily relates to increases in rental rates at existing  properties
and other ancillary income.

         Operating  Expenses  -- Total  operating  expenses  increased  by $13.0
million, or 11.0%, for the nine months ended September 30, 2001 when compared to
the nine months ended  September  30, 2000.  Of this  increase,  $7.2 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.  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 $3.8 million,
or 7.3%, for the nine months ended  September 30, 2001 when compared to the nine
months ended  September 30, 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 third  quarter  of 2000 in  conjunction  with the  financing  of
acquisitions and developments.

Liquidity and Capital Resources

         During the third quarter of 2001,  CRLP  invested  $32.2 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 September 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 September
30, 2001, was $247.8 million.

         At September 30, 2001, the Company's total outstanding debt balance was
$1.18  billion.  The  outstanding  balance  includes  fixed-rate  debt of $870.3
million,  or 73.7%,  and  floating-rate  debt of $310.1 million,  or 26.3%.  The
Company's total market  capitalization as of September 30, 2001 was $2.4 billion
and  its  ratio  of  debt to  market  capitalization  was  49.2%.  Certain  loan
agreements  of the  Company  contain  restrictive  covenants,  which among other
things require  maintenance of various  financial ratios. At September 30, 2001,
the Company was in compliance with these covenants.

         On August 31, 2001,  CRLP  purchased the 99% voting stock and 1% equity
in  Colonial   Properties   Services,   Inc.  (CPSI)  from  Colonial  Commercial
Investments,  Inc. (CCI), a related party, for a total purchase price of $4,000.
As a result of this purchase,  CRLP owns 100% of CPSI and will  consolidate  the
operations  of CPSI in  CRLP's  financial  statements  from  September  1,  2001
forward.

         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
September 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                  $ 12,764      58,052     233,358         50,000     26,552      489,568       870,294      900,119
Average interest rate
     at September 30, 2001           8.90%       7.93%       6.81%          7.58%      8.83%        7.46%         7.38%

Variable Debt                         $ -           -     122,782         50,000     50,000       87,340       310,122      310,122
Average interest rate
     at September 30, 2001              -           -       3.71%          5.02%      6.40%         3.90%         4.41%

Interest Rate SWAPs

     Variable to fixed          $ 125,000           -           -              -          -       30,081       155,081       (2,768)
     Average pay rate                6.46%          -           -              -          -         5.93%         6.35%

     Fixed to variable                  -           -           -         50,000          -            -        50,000        1,725
     Average pay rate                   -           -           -     3-mo LIBOR          -            -    3-mo LIBOR

Interest Rate Cap                     $ -           -      30,379         38,988          -            -        69,367           95
    Interest Rate                       -           -      11.20%          6.85%          -            -         8.76%
</TABLE>

         The table  incorporates only those exposures that exist as of September
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  September  30,  2001,  CRLP
issued 9,881 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:  November 14, 2001            By:    /s/ Howard B. Nelson, Jr.
                                           -------------------------
                                               Howard B. Nelson, Jr.
                                               Chief Financial Officer
                                              (Duly Authorized Officer
                                               and Principal Financial Officer)



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