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, 2000                                   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, 2000 and December 31, 1999                     3

                     Consolidated Condensed Statements of Income for the
                     Three Months and for the Six Months Ended
                     June 30, 2000 and 1999                                  4

                     Consolidated Condensed Statements of Cash Flows
                     for the Six Months Ended June 30, 2000 and 1999         5

                     Notes to Consolidated Condensed Financial Statements    6

                     Report of Independent Accountants                      10

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

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                               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>


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

<TABLE>
<CAPTION>
                                                               (Unaudited)   December 31,
                                                             June 30, 2000       1999
                                                             -------------   ----------
                        ASSETS

<S>                                                             <C>          <C>
Land, buildings, & equipment, net                               $1,561,074   $1,586,332
Undeveloped land and construction in progress                      248,438      214,043
Cash and equivalents                                                 7,471        4,630
Restricted cash                                                      2,651        2,634
Accounts receivable, net                                            10,793       10,606
Prepaid expenses                                                     3,552        2,371
Notes receivable                                                     3,419          695
Deferred debt and lease costs, net                                  13,279       10,500
Investment in unconsolidated subsidiaries                           24,541       24,623
Other assets                                                         9,203        7,712
                                                                ----------   ----------
                                                                $1,884,421   $1,864,146
                                                                ==========   ==========

               LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                     $1,068,833   $1,039,863
Accounts payable                                                    20,098       15,173
Accrued interest                                                    14,801       12,901
Accrued expenses                                                    13,473        4,283
Tenant deposits                                                      4,352        4,011
Unearned rent                                                          955        2,820
                                                                ----------   ----------
     Total liabilities                                           1,122,512    1,079,051
                                                                ----------   ----------
Redeemable units, at redemption value                              309,976      255,011
Preferred units:
     Series A Preferred Units                                      125,000      125,000
     Series B Preferred Units                                      100,000      100,000
Partners' capital                                                  226,933      305,084
                                                                ----------   ----------
      Total partners' capital                                      451,933      530,084
                                                                ----------   ----------
                                                                $1,884,421   $1,864,146
                                                                ==========   ==========
</TABLE>

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

<PAGE>

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

<TABLE>
<CAPTION>

                                                                               Three Months Ended         Six Months Ended
                                                                                    June 30,                  June 30,
                                                                          -------------------------    ----------------------
                                                                                2000         1999         2000         1999
                                                                          -------------------------    ----------------------
 Revenue:
<S>                                                                          <C>          <C>          <C>          <C>
      Minimum rent                                                           $  58,255    $  56,145    $ 115,051    $ 110,822
      Percentage rent                                                              703          724        1,394        1,621
      Tenant recoveries                                                          8,477        7,844       17,116       16,268
      Other                                                                      5,654        5,188        9,306        8,649
                                                                             ---------    ---------    ---------    ---------
          Total revenue                                                         73,089       69,901      142,867      137,360
                                                                             ---------    ---------    ---------    ---------
 Property operating expenses:
      General operating expenses                                                 4,990        5,038        9,983       10,158
      Salaries and benefits                                                      3,995        3,565        7,737        7,042
      Repairs and maintenance                                                    7,068        6,845       13,541       13,425
      Taxes, licenses, and insurance                                             5,970        5,753       11,824       11,872
 General and administrative                                                      2,162        2,540        4,997        4,807
 Depreciation                                                                   14,296       13,033       28,278       25,921
 Amortization                                                                    1,024          557        1,871        1,082
                                                                             ---------    ---------    ---------    ---------
          Total operating expenses                                              39,505       37,331       78,231       74,307
                                                                             ---------    ---------    ---------    ---------
          Income from operations                                                33,584       32,570       64,636       63,053
                                                                             ---------    ---------    ---------    ---------
 Other income (expense):
      Interest expense                                                         (17,096)     (13,505)     (33,139)     (27,459)
      Income from unconsolidated subsidiaries                                      359          477          846          985
      Gains from sales of property                                               3,569          473        3,514        3,478
      Minority interest in consolidated operating property                         -0-          (22)         -0-          (82)
                                                                             ---------    ---------    ---------    ---------
          Total other expense                                                  (13,168)     (12,577)     (28,779)     (23,078)
                                                                             ---------    ---------    ---------    ---------
          Income before extraordinary item                                      20,416       19,993       35,857       39,975
 Extraordinary income (loss)                                                      (418)         115         (418)         115
                                                                             ---------    ---------    ---------    ---------
          Net income                                                         $  19,998    $  20,108    $  35,439    $  40,090
 Distributions to preferred unitholders                                         (4,954)      (5,003)      (9,906)      (8,625)
                                                                             ---------    ---------    ---------    ---------
      Net income available to common unitholders                             $  15,044    $  15,105    $  25,533    $  31,465
                                                                             =========    =========    =========    =========


 Income before extraordinary items                                           $    0.46    $    0.42    $    0.78    $    0.86
 Extraordinary income (loss)                                                     (0.01)        0.00        (0.01)        0.00
                                                                             ---------    ---------    ---------    ---------
 Net income per unit - basic                                                 $    0.45    $    0.42    $    0.77    $    0.86
                                                                             =========    =========    =========    =========
 Net income per unit - diluted                                               $    0.45    $    0.42    $    0.77    $    0.86
                                                                             =========    =========    =========    =========

 Weighted average units outstanding                                             33,212       35,967       33,198       36,383
                                                                             =========    =========    =========    =========
</TABLE>

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


<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                               -------------------
<TABLE>
<CAPTION>

                                                                       Six Months Ended
                                                                            June 30,
                                                                   ----------------------
                                                                       2000        1999
                                                                   ---------    ---------
Cash flows from operating activities:
<S>                                                                <C>          <C>
     Net  income                                                   $  35,439    $  40,090
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                30,149       27,003
         Income from unconsolidated subsidiaries                        (846)        (985)
         Gains from sales of property                                 (3,514)      (3,478)
         Other                                                           802          580
     Decrease (increase) in:
         Restricted cash                                                 (17)         (68)
         Accounts and notes receivable                                (3,295)      (3,803)
         Prepaid expenses                                             (1,181)         296
         Other assets                                                 (4,567)      (1,344)
     Increase (decrease) in:
         Accounts payable                                              4,925       (1,092)
         Accrued interest                                              1,900          (26)
         Accrued expenses and other                                    7,754        8,027
                                                                   ---------    ---------
             Net cash provided by operating activities                67,549       65,200
                                                                   ---------    ---------
Cash flows from investing activities:
     Acquisition of properties                                           -0-      (15,220)
     Development expenditures                                        (55,022)     (83,526)
     Tenant improvements                                             (13,196)      (4,224)
     Capital expenditures                                             (6,348)      (8,315)
     Proceeds from sales of property, net of selling costs            40,665       23,586
     Distributions from unconsolidated subsidiaries                    2,305        6,690
     Capital contributions to unconsolidated subsidiaries             (1,377)      (1,404)
                                                                   ---------    ---------
             Net cash used in investing activities                   (32,973)     (82,413)
                                                                   ---------    ---------
Cash flows from financing activities:
     Principal reductions of debt                                    (31,814)     (10,050)
     Proceeds from additional borrowings                             128,568        9,750
     Net change in revolving credit balances                         (67,872)       8,473
     Cash contributions                                                9,286      101,158
     Capital distributions                                           (49,844)     (55,358)
     Purchase of treasury units                                      (18,067)     (37,265)
     Payment of mortgage financing cost                               (1,574)        (382)
     Other, net                                                         (418)         -0-
                                                                   ---------    ---------
             Net cash provided by (used in) financing activities     (31,735)      16,326
                                                                   ---------    ---------
             Increase (decrease) in cash and equivalents               2,841         (887)
Cash and equivalents, beginning of period                              4,630        4,582
                                                                   ---------    ---------
Cash and equivalents, end of period                                $   7,471    $   3,695
                                                                   =========    =========

</TABLE>

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

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (Unaudited)

Note 1 -- Basis of Presentation

         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  all adjustments  considered  necessary for a fair presentation have
been included. These financial statements should be read in conjunction with the
information  included in CRLP's Annual Report as filed with the  Securities  and
Exchange  Commission on Form 10-K for the year ended December 31, 1999, and with
the information  filed with the Securities and Exchange  Commission on Form 10-Q
for the quarter  ended March 31, 2000.  The December 31, 1999 balance sheet data
presented  herein was derived from  audited  financial  statements  but does not
include all disclosures required by generally accepted accounting principles.

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

Note 2 -- Capital Structure

         At June 30,  2000,  the  Company  controlled  CRLP as the sole  general
partner  and as the  holder of 65.3% of the  common  units of CRLP  ("Redeemable
Units") and 55.6% of the preferred Units (the "Series A Preferred  Units").  The
limited  partners of CRLP who hold units, are those persons  (including  certain
officers and directors) who, at the time of the Initial Public Offering, elected
to hold all or a portion  of their  interest  in the form of Units  rather  than
receiving  shares of common stock of the Company,  or individuals  from whom the
Company  acquired certain  properties,  who elected to receive Units in exchange
for the  properties.  Each Unit may be redeemed by the holder thereof for either
one share of Common Stock or cash equal to the fair market value  thereof at the
time of such  redemption,  at the option of CRLP.  Additionally,  in 1999,  CRLP
issued $100 million of Series B Cumulative  Redeemable Perpetual Preferred Units
("Series B Units") in a private  placement,  that are  exchangeable for Series B
Preferred  Shares of the Company after ten years at the option of the holders of
the Series B Units.

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


<PAGE>



Note 3 -- Joint Venture

         CMS II Joint  Venture  -- During  the  second  quarter,  CRLP sold four
multifamily  properties,   representing  884  apartment  units,  which  included
Colonial Village at Rocky Ridge, Colonial Village at Hillwood, Colonial Grand at
Inverness  Lakes,  and Colonial  Village at Inverness Lakes. The properties were
purchased  by a joint  venture  formed by CMS  Companies,  a private  investment
banking firm,  and CRLP.  CRLP will maintain a 15% interest in the joint venture
and serve as manager of the properties.

         The  properties  were sold for a total purchase price of $42.0 million,
of which $17.3 million was used to repay three secured loans,  and the remaining
proceeds were used to repay a portion of the borrowings  under CRLP's  unsecured
line of credit, and to 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 unit data)
                                               ------------------------------------------------------------
                                                    Three          Three           Six             Six
                                                   Months         Months        Months          Months
                                                    Ended          Ended          Ended           Ended
                                                  June 30,       June 30,       June 30,        June 30,
                                                    2000           1999           2000            1999
                                                 ------------   ------------   ------------    ------------
        Numerator:
         Numerator  for basic and diluted net
         income   per   unit  -  net   income
<S>                                            <C>            <C>            <C>           <C>
         available to common unitholders       $      15,044  $      15,105  $      25,533 $        31,465
                                                 ============   ============   ============    ============
       Denominator:
         Denominator for basic net income
         Effect of dilutive securities:
         Trustee and employee share options               30             22             28              22
                                                 ------------   ------------   ------------    ------------
         Denominator  for  diluted net income
         per   unit   -   adjusted   weighted
         average common units                         33,242         35,989         33,226          36,405
                                                 ============   ============   ============    ============
        Basic net income per unit             $         .45  $         .42  $         .77   $         .86
                                                 ============   ============   ============    ============
         Diluted net income per unit          $         .45  $         .42  $         .77   $         .86
                                                 ============   ============   ============    ============
</TABLE>

Options to purchase  388,633 common shares at a weighted  average exercise price
of $28.79 per share were  outstanding  during 2000 but were not  included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.

Note 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 1999 Annual Report. However, the pro rata portion
of the revenues, net operating income ("NOI"), and assets of the partially owned
entities  and joint  ventures  that CRLP has  entered  into are  included in the
applicable  segment  information.  Subsequently,  in the reconciliation to total
revenues,  total NOI,  and total  assets,  the  amounts are  eliminated,  as the
investment in the partially  owned  entities and joint ventures are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity method.

Management  evaluates the performance of its segments and allocates resources to
them based on NOI.  NOI  consists  of  revenues  in excess of general  operating
expenses,  salaries and wages,  repairs and maintenance,  taxes,  licenses,  and
insurance.  Segment information for the three and six months ended June 30, 2000
and 1999 is as follows:

<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
            June 30, 2000                     Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 29,429         $ 12,717         $ 33,487         $ 75,633
NOI                                               19,266            9,073           23,921           52,260
Divisional assets                                765,868          316,077          816,929        1,898,874
------------------------------------------------------------------------------------------------------------
         Three Months Ended
            June 30, 1999                     Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 29,232          $ 9,758         $ 32,769         $ 71,759
NOI                                               19,321            6,728           23,598           49,647
------------------------------------------------------------------------------------------------------------
          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
------------------------------------------------------------------------------------------------------------
          Six Months Ended
            June 30, 1999                     Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 57,303         $ 19,671         $ 64,711        $ 141,685
NOI                                               37,486           13,783           46,031           97,300
------------------------------------------------------------------------------------------------------------
        For the Period Ended
          December 31, 1999
           (in thousands)                     Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
Divisional assets                              $ 777,436        $ 293,545        $ 794,109      $ 1,865,090
------------------------------------------------------------------------------------------------------------
</TABLE>

 A reconciliation of total segment revenues to total revenues, total segment NOI
 to income from operations, for the three and six months ended June 30, 2000 and
 1999, and total divisional  assets to total assets,  for the periods ended June
 30, 2000 and December 31, 1999, 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, 2000          June 30, 1999         June 30, 2000         June 30, 1999
Revenues
--------------------------------------------------------------------------------- --------------------- ---------------------
<S>                                              <C>                    <C>                  <C>                   <C>
Total divisional revenues                        $ 75,633               $ 71,759             $ 148,106             $ 141,685
Unallocated corporate revenues                        569                    541                   978                   742
Partially-owned subsidiaries                       (3,113)                (2,399)               (6,217)               (5,067)
--------------------------------------------------------------------------------- --------------------- ---------------------
    Total Revenues                               $ 73,089               $ 69,901             $ 142,867             $ 137,360
--------------------------------------------------------------------------------- --------------------- ---------------------

NOI
--------------------------------------------------------------------------------- --------------------- ---------------------
Total divisional NOI                             $ 52,260               $ 49,647             $ 102,440              $ 97,300
Unallocated corporate revenues                        569                    541                   978                   742
Partially-owned subsidiaries                       (1,766)                (1,540)               (3,644)               (3,129)
General and administrative expenses                (2,162)                (2,540)               (4,997)               (4,807)
Depreciation                                      (14,296)               (13,033)              (28,278)              (25,921)
Amortization                                       (1,024)                  (557)               (1,871)               (1,082)
Other                                                   3                     52                     8                   (50)
--------------------------------------------------------------------------------- --------------------- ---------------------
    Income from operations                       $ 33,584               $ 32,570              $ 64,636              $ 63,053
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
                                   For the Period Ended    For the Period Ended
Assets                                  June 30, 2000        December 31, 1999
---------------------------------------------------------------------------------
<S>                                           <C>                    <C>
Total divisional assets                       $ 1,898,874            $ 1,865,090
Unallocated corporate assets (1)                   70,646                 66,542
Partially-owned subsidiaries                      (85,099)               (67,486)
---------------------------------------------------------------------------------
    Total assets                              $ 1,884,421            $ 1,864,146
---------------------------------------------------------------------------------
</TABLE>

[FN]
(1)  Includes the Company's investment in partially owned entities of $23,528 as
     of June 30, 2000, and 24,166 as of December 31, 1999.
</FN>
<PAGE>

Note 6 -- Increase in Revolving Credit Agreement

         On April 14, 2000,  CRLP  increased  the borrowing  capacity  under its
unsecured line of credit from $250 million to $300 million. The credit facility,
which is used by CRLP primarily to finance property  acquisition and development
activities, bears interest at LIBOR plus 115 basis points, is renewable on March
31, 2003, and provides for a two-year  amortization  in the case of non-renewal.
The line of credit agreement  includes a competitive bid feature that will allow
CRLP to convert up to $150 million under the line of credit to a fixed rate, for
a fixed term not to exceed 90 days. At June 30, 2000 and December 31, 1999, CRLP
had an outstanding balance on its unsecured line of credit of $160.4 million and
$228.3 million, respectively.


Note 7 -- Subsequent Events
         Quarterly Distributions
         On July 18, 2000, a cash  distribution was declared to partners of CRLP
in the amount of $0.60 per unit,  totaling $19.3 million.  The  distribution was
declared to partners  of record as of July 28,  2000,  and was paid on August 4,
2000.

         Acquisition
         On August 1, 2000, CRLP acquired the Temple Mall, a 575,000 square-foot
mall in Temple,  Texas for a total  purchase  price of $25.7  million.  The mall
anchors include JC Penney, Dillards, Foley's, and Stein Mart. The purchase price
was  partially  funded  through the proceeds  received from the  disposition  of
assets, and an advance on CRLP's unsecured line of credit.

<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, 2000,
and the related consolidated  condensed statements of income for the three-month
and  six-month  periods  ended  June 30,  2000 and  1999,  and the  consolidated
condensed statements of cash flows for the six-month periods ended June 30, 2000
and 1999. These financial statements are the responsibility of the Partnership's
management.

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

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

         We have  previously  audited,  in accordance  with  generally  accepted
auditing standards,  the consolidated balance sheet as of December 31, 1999, and
the related consolidated  statements of operations,  partners' capital, and cash
flows for the year then ended (not  presented  herein);  and in our report dated
January 17, 2000, except for Note 16, as to which the date is February 29, 2000,
we expressed an unqualified opinion on those consolidated  financial statements.
In our  opinion,  the  information  set forth in the  accompanying  consolidated
condensed  balance  sheet as of  December  31,  1999,  is  fairly  stated in all
material  respects in relation to the  consolidated  balance sheet from which it
has been derived.

                                                 /s/ PricewaterhouseCoopers LLP
                                                     PricewaterhouseCoopers LLP

Birmingham, Alabama
July 14, 2000

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP

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

General

         Colonial  Realty  Limited  Partnership  ("CRLP"),  a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,   management,  and  leasing  of  multifamily  communities,   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, 2000,  CRLP's real
estate portfolio consisted of 54 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 1999 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.

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


<PAGE>



Results of Operations -- Three Months Ended June 30, 2000 and 1999

         Revenue -- Total revenue  increased by $3.2 million,  or 4.6%,  for the
second quarter of 2000 when compared to the second quarter of 1999. The majority
of this  increase,  $2.8 million,  represents  revenues  generated by properties
acquired or developed  during 2000 and the second half of 1999,  net of revenues
from properties disposed.  The remaining increase primarily relates to increases
in rental rates at existing  properties,  and certain lease  cancellations  that
occurred during the second quarter of 2000.

         Operating  Expenses  --  Total  operating  expenses  increased  by $2.2
million,  or 5.8%,  for the second  quarter of 2000 when  compared to the second
quarter  of 1999.  The  majority  of this  increase,  $1.3  million,  relates to
additional  operating expenses  associated with properties that were acquired or
developed  during 2000 and the second half of 1999,  net of  operating  expenses
associated with properties disposed. The remaining increase primarily relates to
increases in operating expenses at existing properties.

         Other Income and Expense -- Interest expense increased by $3.6 million,
or 26.6%,  for the second quarter of 2000 when compared to the second quarter of
1999.  The  increase  in  interest  expense  is  primarily  attributable  to the
increased usage of CRLP's  revolving  credit  agreement in conjunction  with the
financing of acquisitions and developments,  CRLP's Unit Repurchase Program, and
the issuance of $132.5  million of unsecured  medium term notes since the second
quarter of 1999.

Results of Operations -- Six Months Ended June 30, 2000 and 1999

         Revenue -- Total revenue  increased by $5.5 million,  or 4.0%,  for the
six months  ended June 30, 2000 when  compared to the six months  ended June 30,
1999. The majority of this increase, $4.6 million, represents revenues generated
by properties acquired or developed during 2000 and the second half of 1999, net
of revenues from properties  disposed.  The remaining increase primarily relates
to  increases  in  rental  rates  at  existing  properties,  and  certain  lease
cancellations that occurred during 2000.

         Operating  Expenses  --  Total  operating  expenses  increased  by $3.9
million,  or 5.3%,  for the six months ended June 30, 2000 when  compared to the
six months ended June 30, 1999.  The majority of this  increase,  $2.3  million,
relates to additional  operating  expenses  associated with properties that were
acquired or developed  during 2000 and the second half of 1999, net of operating
expenses associated with properties  disposed.  The remaining increase primarily
relates to increases in operating  expenses at existing  properties  and overall
increases  in corporate  overhead and  personnel  costs  associated  with CRLP's
continued growth.

         Other Income and Expense -- Interest expense increased by $5.7 million,
or 20.7%, for the six months ended June 30, 2000 when compared to the six months
ended June 30, 1999. The increase in interest expense is primarily  attributable
to the increased usage of CRLP's  revolving credit agreement in conjunction with
the financing of acquisitions and developments,  CRLP's Unit Repurchase Program,
and the  issuance  of $132.5  million of  unsecured  medium term notes since the
second quarter of 1999.

Liquidity and Capital Resources

         During the second  quarter of 2000,  CRLP invested $32.7 million in the
acquisition  and  development of  properties.  CRLP financed this growth through
advances  on its  unsecured  bank line of credit,  sale of  certain  properties,
securing of certain properties,  and cash from operations.  As of June 30, 2000,
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, 2000, was $160.4 million.

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

Common Unit Repurchase Program

         During 1999, the Board of Trustees authorized a unit repurchase program
under which the  Company  may  repurchase  up to $150  million of its  currently
outstanding  common units from time to time at the  discretion  of management in
open market and negotiated transactions.  During the second quarter of 2000, the
Company  repurchased  663,235  units at an all-in  cost of  approximately  $18.1
million. To date, the Company has repurchased  5,276,050 units at an all-in cost
of approximately  $140.2 million,  which represents an average purchase price of
$26.58 per unit.
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

         The table  below  presents  the  principal  amounts,  weighted  average
interest  rates,  fair  values  and other  terms  required  by year of  expected
maturity to evaluate the expected  cash flows and  sensitivity  to interest rate
changes.  Also  included is a summary of CRLP's swap  contracts and rate caps at
June 30, 2000.

<TABLE>
<CAPTION>

                                                                                                                  Estimated
                                                                                                                     Fair

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

<S>                                   <C>        <C>        <C>       <C>        <C>         <C>          <C>        <C>
Fixed Rate Debt                       $ 7,843    78,095     57,500    109,028    100,000     471,952      824,418    818,622
Average interest rate
     at June 30, 2000                    7.9%      7.7%       7.9%       7.2%       7.3%        7.6%         7.5%          -

Variable Debt                           $ 595         -    160,465          -          -      83,354      244,414    244,414
Average interest rate
     at June 30, 2000                    7.9%         -       7.5%          -          -        5.3%         6.8%          -

Interest Rate SWAPs

     Fixed to variable                    $ -         -          -          -          -      50,000       50,000        440
     Average pay rate                       -         -          -          -          -     1 month      1 month          -
                                                                                              LIBOR        LIBOR

Interest Rate Cap                         $ -         -          -     30,379          -           -       30,379          2
    Interest Rate                           -         -          -      11.2%          -           -        11.2%          -

</TABLE>

         The table  incorporates  only those exposures that exist as of June 30,
2000; it does not consider those exposures or positions, which could arise after
that date.  Moreover,  because firm  commitments  are not presented in the table
above,  the information  presented  therein has limited  predictive  value. As a
result,  CRLP's  ultimate  realized  gain or loss with respect to interest  rate
fluctuations  will depend on the exposures that arise during the period,  CRLP's
hedging strategies at that time, and interest rates.

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP

                          PART II -- OTHER INFORMATION

Item 2.  Changes in Securities.

         The  Company  from time to time  issues  common  shares  of  beneficial
interest  ("Common  Shares")  pursuant to its  Dividend  Reinvestment  and Share
Purchase Plan,  its  Non-Employee  Trustee Share Option Plan,  its  Non-Employee
Trustee Share Plan, and its Employee Share Option and Restricted  Share Plan, in
transactions  that are  registered  under the Securities Act of 1933, as amended
(the "Act").  Pursuant to CRLP's Third Amended and Restated Agreement of Limited
Partnership,  each  time  the  Company  issues  Common  Shares  pursuant  to the
foregoing plans, CRLP issues to Colonial  Properties Trust, its general partner,
an equal  number of Units for the same  price at which the  Common  Shares  were
sold,  in  transactions  that are not  registered  under the Act in  reliance on
Section 4(2) of the Act.  During the quarter  ended June 30,  2000,  CRLP issued
1,583 Units in such transactions for an aggregate of approximately $43,000.

         During the second quarter of 2000,  CRLP  repurchased a total of 91,155
Units from a limited partner for an aggregate purchase price of $2.5 million.

<PAGE>

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

              27.    Financial Data Schedule (EDGAR Version Only)

(b)      Reports on Form 8-K



<PAGE>


                                   SIGNATURES

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

                                           COLONIAL REALTY LIMITED PARTNERSHIP,
                                              a Delaware limited partnership

                                           By:   Colonial Properties Trust,
                                                 its general partner




Date:  August 14, 2000              By:    /s/ Howard B. Nelson, Jr.
                                               -------------------------
                                               Howard B. Nelson, Jr.
                                               Chief Financial Officer
                                              (Duly Authorized Officer
                                               and Principal Financial Officer)



Date:  August 14, 2000                     /s/ Kenneth E. Howell
                                               ---------------------
                                               Kenneth E. Howell
                                               Senior Vice President and
                                               Chief Accounting Officer
                                              (Principal Accounting Officer)


<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP

                 EXHIBIT 12 - Ratio of Earnings to Fixed Charges

         CRLP's  ratio of earnings to fixed  charges for the three  months ended
June  30,  2000 and  1999,  was 1.68 and  2.11,  respectively.  CRLP's  ratio of
earnings to fixed  charges for the six months ended June 30, 2000 and 1999,  was
1.66 and 2.03, respectively.

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

<PAGE>

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



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


We are aware  that our  report  dated  July 14,  2000 on our  review of  interim
financial information of Colonial Realty Limited Partnership for the three-month
and  six-month  periods  ended  June  30,  2000 and  1999  and  included  in the
Partnership's  quarterly  report on Form 10-Q for the  periods  then  ended,  is
incorporated by reference in the  registration  statement on Form S-3 related to
the Shelf  Registration filed on December 11, 1997 (File No. 333-42049) and Form
S-3 related to the Shelf  Registration  filed on May 26, 2000.  Pursuant to Rule
436(c) under the Securities Act of 1933,  this report should not be considered a
part of the  registration  statement  prepared  or  certified  by us within  the
meaning of Sections 7 and 11 of that Act.

                                                 /s/ PricewaterhouseCoopers LLP
                                                     PricewaterhouseCoopers LLP

Birmingham, Alabama
August 14, 2000