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:
     September 30,  1999                         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
           September 30, 1999 and December 31, 1998                         3

           Consolidated Condensed Statements of Income for the
           Three Months and for the Nine Months Ended September 30,         4
           1999 and 1998

           Consolidated Condensed Statements of Cash Flows
           for the Nine Months Ended September 30, 1999 and 1998            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

PART II:  OTHER INFORMATION


  Item 2.  Changes in Securities                                           16

  Item 6.  Exhibits and Reports on Form 8-K                                16

SIGNATURES                                                                 17

EXHIBITS                                                                   18

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

<TABLE>
<CAPTION>

                                                              September 30,
                                                                  1999      December 31,
                                                               (Unaudited)      1998
                                                               -----------   ------------
                    ASSETS

<S>                                                             <C>          <C>
Land, buildings, & equipment, net                               $1,506,155   $1,566,840
Undeveloped land and construction in progress                      235,621      128,336
Cash and equivalents                                                 3,845        4,582
Restricted cash                                                      2,876        2,897
Accounts receivable, net                                             8,445        9,151
Prepaid expenses                                                     2,446        3,116
Notes receivable                                                       668          696
Deferred debt and lease costs, net                                  10,126        9,644
Investment in unconsolidated subsidiaries                           24,649       26,079
Other assets                                                         5,019        5,207
                                                                ----------   ----------

                                                                $1,799,850   $1,756,548
                                                                ==========   ==========


                  LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                     $  954,802   $  909,322
Accounts payable                                                    15,356       12,820
Accrued interest                                                    11,681       12,051
Accrued expenses                                                    15,547        3,559
Tenant deposits                                                      4,038        4,272
Unearned rent                                                        1,644        2,800
                                                                ----------   ----------

     Total liabilities                                           1,003,068      944,824
                                                                ----------   ----------

Redeemable units, at redemption value                              284,590      282,597
Preferred units:
     Series A Preferred Units                                      125,000      125,000
     Series B Preferred Units                                      100,000            0
Partners' capital                                                  287,192      404,127
                                                                ----------   ----------
      Total partners' capital                                      512,192      529,127
                                                                ----------   ----------

                                                                $1,799,850   $1,756,548
                                                                ==========   ==========

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


<PAGE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per unit data)
                              ---------------------
<TABLE>
<CAPTION>
                                                               Three Months Ended         Nine Months Ended
                                                                    Sept 30,                  Sept 30,
                                                             ----------------------    ----------------------
                                                                1999         1998         1999         1998
                                                             ----------------------    ----------------------
Revenue:
<S>                                                         <C>          <C>          <C>          <C>
     Minimum rent                                           $  57,798    $  54,664    $ 168,620    $ 150,669
     Percentage rent                                              483          551        2,103        1,993
     Tenant recoveries                                          7,908        8,171       24,176       22,409
     Other                                                      3,946        4,796       12,596       10,753
                                                            ---------    ---------    ---------    ---------

         Total revenue                                         70,135       68,182      207,495      185,824
                                                            ---------    ---------    ---------    ---------

Property operating expenses:
     General operating expenses                                 5,243        5,838       15,402       14,543
     Salaries and benefits                                      3,936        3,191       10,977        9,065
     Repairs and maintenance                                    6,982        6,837       20,407       17,931
     Taxes, licenses, and insurance                             6,036        6,099       17,909       16,035
General and administrative                                      1,801        2,207        6,608        6,124
Depreciation                                                   13,292       11,942       39,213       32,897
Amortization                                                      563          528        1,645        1,208
                                                            ---------    ---------    ---------    ---------

         Total operating expenses                              37,853       36,642      112,161       97,803
                                                            ---------    ---------    ---------    ---------

         Income from operations                                32,282       31,540       95,334       88,021
                                                            ---------    ---------    ---------    ---------

Other income (expense):
     Interest expense                                         (14,829)     (13,917)     (42,288)     (38,108)
     Income from unconsolidated subsidiaries                      359           24        1,346           61
     Gains (losses) from sales of property                      2,161          (16)       5,639           17
     Minority interest in consolidated operating property         -0-          (62)         (82)         (62)
                                                            ---------    ---------    ---------    ---------

         Total other expense                                  (12,309)     (13,971)     (35,385)     (38,092)
                                                            ---------    ---------    ---------    ---------

         Income before extraordinary item                      19,973       17,569       59,949       49,929
Extraordinary loss                                               (742)          (1)        (628)        (401)
                                                            ---------    ---------    ---------    ---------

         Net income                                         $  19,231    $  17,568    $  59,321    $  49,528
Distributions to preferred unitholders                         (4,953)      (2,735)     (13,578)      (8,203)
                                                            ---------    ---------    ---------    ---------

     Net income available to common unitholders             $  14,278    $  14,833    $  45,743    $  41,325
                                                            =========    =========    =========    =========

Net income per unit - basic and diluted                     $    0.41    $    0.41    $    1.28    $    1.20
                                                            =========    =========    =========    =========

Weighted average common units outstanding                      34,666       36,541       35,804       34,353
                                                            =========    =========    =========    =========


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

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

                                                                       Nine Months Ended
                                                                         September 30,
                                                                    ----------------------
                                                                       1999         1998
                                                                    ---------    ---------

Cash flows from operating activities:
<S>                                                                 <C>          <C>
      Net  income                                                   $  59,321    $  49,528
      Adjustments to reconcile net income to net cash provided
          by operating activities:
          Depreciation and amortization                                40,858       34,105
          Income from unconsolidated subsidiaries                      (1,346)         (61)
          Gains from sales of property                                 (5,639)         -0-
          Other                                                         1,513          989
      Decrease (increase) in:
          Restricted cash                                                  21         (221)
          Accounts and notes receivable                                  (151)      (1,789)
          Prepaid expenses                                                670          370
          Other assets                                                   (467)      (3,714)
      Increase (decrease) in:
          Accounts payable                                              2,536       (7,432)
          Accrued interest                                               (370)       3,853
          Accrued expenses and other                                   10,598       10,968
                                                                    ---------    ---------
              Net cash provided by operating activities               107,544       86,596
                                                                    ---------    ---------

 Cash flows from investing activities:
      Acquisition of properties                                       (44,417)    (225,627)
      Development expenditures                                       (132,742)     (68,547)
      Tenant improvements                                              (6,957)      (2,702)
      Capital expenditures                                            (12,622)     (12,389)
      Proceeds from sales of property                                 120,795          908
      Distributions from unconsolidated subsidiaries                    8,004           85
      Capital contributions to unconsolidated subsidiaries             (5,228)         (21)
                                                                    ---------    ---------
              Net cash used in investing activities                   (73,167)    (308,293)
                                                                    ---------    ---------

 Cash flows from financing activities:
      Principal reductions of debt                                    (59,156)     (47,156)
      Proceeds from additional borrowings                             136,200      198,976
      Net change in revolving credit balances                         (31,564)      (6,152)
      Cash contributions                                              101,726      139,679
      Capital distributions                                           (80,606)     (64,582)
      Purchase of treasury units                                      (99,614)         -0-
      Payment of mortgage financing cost                               (1,472)        (311)
      Other, net                                                         (628)        (401)
                                                                    ---------    ---------
              Net cash provided by (used in) financing activities     (35,114)     220,053
                                                                    ---------    ---------
              Decrease in cash and equivalents                           (737)      (1,644)
 Cash and equivalents, beginning of period                              4,582        4,534
                                                                    ---------    ---------
 Cash and equivalents, end of period                                $   3,845    $   2,890
                                                                    =========    =========

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

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (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, 1998, and with
the information  filed with the Securities and Exchange  Commission on Form 10-Q
for the quarters  ended March 31, 1999 and June 30, 1999.  The December 31, 1998
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 June 15, 2000.

Note 2 -- Acquisitions and Joint Ventures
         The Plaza Mall -- On August 16, 1999,  CRLP  acquired The Plaza Mall, a
436,427  square-foot  mall in  Greenville,  North  Carolina for a total purchase
price of $28.5  million.  The mall anchors  include two Belk stores,  a recently
expanded  and  renovated  JC Penney,  and  Proffitt's.  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.

         CMS  Joint  Venture  --  During  the  third  quarter,   CRLP  sold  six
multifamily  properties,  representing  1,949  apartment  units,  which included
Colonial  Village at Stockbridge,  Colonial Grand at Barrington  Club,  Colonial
Grand  at Ponte  Vedra,  Colonial  Village  at River  Hills,  Colonial  Grand at
Mountain  Brook,  and Colonial  Village at Cahaba  Heights.  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 $94.8 million,  of which
$15 million was used to repay two secured loans, and the remaining proceeds were
used to repay a portion of the borrowings under CRLP's unsecured line of credit,
purchase the Plaza Mall, and to support CRLP's future investment activities.

Note 3 -- Debt Offering
         On August 4, 1999, CRLP completed an offering of unsecured  medium term
notes  totaling $82.5  million.  The  securities  were issued in two tranches of
$57.5  million  maturing  in August  2002 at 7.93% and $25  million  maturing in
August  2004 at 8.19%.  CRLP used the net  proceeds  of the  offering to repay a
portion of the outstanding balance on its unsecured line of credit.

Note 4 -- Net Income Per Unit
         The  following  table sets forth the  computation  of basic and diluted
earnings per unit:

<TABLE>
<CAPTION>

                                                                 (Amounts in thousands,
                                                                  except per unit data)
                                               ------------------------------------------------------------
                                                    Three          Three          Nine            Nine
                                                   Months         Months        Months          Months
                                                    Ended          Ended          Ended           Ended
                                                  September      September      September       September
                                                     30,            30,            30,             30,
                                                    1999           1998           1999            1998
                                                 ------------   ------------   ------------    ------------
        Numerator:
         Numerator  for basic and diluted net
         income   per   unit  -  net   income
<S>                                            <C>            <C>            <C>           <C>
         available to common unitholders       $      14,278  $      14,833  $      45,743 $        41,325
                                                 ============   ============   ============    ============

       Denominator:
         Denominator  for  basic  net  income
         per unit - weighted  average  common         34,666         36,541         35,804          34,353
         units
         Effect of dilutive securities:
         Trustee and employee share options               21             44             21              44
                                                 ------------   ------------   ------------    ------------

         Denominator  for  diluted net income
         per   unit   -   adjusted   weighted
         average common units                         34,687         36,585         35,825          34,397
                                                 ============   ============   ============    ============

         Basic net income per unit             $         .41  $         .41  $        1.28   $        1.20
                                                 ============   ============   ============    ============

         Diluted net income per unit           $         .41  $         .41  $        1.28   $        1.20
                                                 ============   ============   ============    ============
</TABLE>

Options to purchase  409,348 common shares at a weighted  average exercise price
of $28.72 per share were  outstanding  during 1999 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 1998 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,
1999 and 1998 is as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
         September 30, 1999                   Multifamily         Retail           Office           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 30,329         $ 31,712         $ 10,359         $ 72,400
NOI                                               19,351           22,599            7,198           49,148
Divisional assets                                757,472          775,603          279,348        1,812,423
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
         Three Months Ended
         September 30, 1998                   Multifamily         Retail           Office           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 27,414         $ 30,692          $ 9,659         $ 67,765
NOI                                               17,611           21,387            6,986           45,984
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
          Nine Months Ended
         September 30, 1999                   Multifamily         Retail           Office           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 87,632         $ 96,582         $ 29,871        $ 214,085
NOI                                               56,837           69,027           20,840          146,704
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
          Nine Months Ended
         September 30, 1998                   Multifamily         Retail           Office           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 76,490         $ 83,947         $ 24,632        $ 185,069
NOI                                               50,399           59,564           17,873          127,836
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
        For the Period Ended
          December 31, 1998
           (in thousands)                     Multifamily         Retail           Office           Total
                                        --------------------------------------------------------------------
Divisional assets                              $ 783,097        $ 742,761        $ 241,131      $ 1,766,989
------------------------------------------------------------------------------------------------------------

</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, 1999 and 1998, and total  divisional  assets to total assets,  for
the periods ended September 30, 1999 and December 31, 1998, 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, 1999      September 30, 1998      September 30, 1999     September 30, 1998
Revenues
------------------------------------------------------------------------------------  ---------------------- ---------------------
<S>                                                  <C>                   <C>                    <C>                   <C>
Total divisional revenues                            $ 72,400              $ 67,765               $ 214,085             $ 185,069
Unallocated corporate revenues                            220                   485                     961                   959
Partially-owned subsidiaries                           (2,485)                  (68)                 (7,551)                 (204)
------------------------------------------------------------------------------------  ---------------------- ---------------------
    Total Revenues                                   $ 70,135              $ 68,182               $ 207,495             $ 185,824
------------------------------------------------------------------------------------  ---------------------- ---------------------

NOI
------------------------------------------------------------------------------------  ---------------------- ---------------------
Total divisional NOI                                 $ 49,148              $ 45,984               $ 146,704             $ 127,836
Unallocated corporate revenues                            220                   485                     961                   959
Partially-owned subsidiaries                           (1,448)                  (40)                 (4,531)                 (121)
General and administrative expenses                    (1,801)               (2,207)                 (6,608)               (6,124)
Depreciation                                          (13,292)              (11,942)                (39,213)              (32,897)
Amortization                                             (563)                 (528)                 (1,645)               (1,208)
Other                                                      18                  (212)                   (334)                 (424)
------------------------------------------------------------------------------------  ---------------------- ---------------------
    Income from operations                           $ 32,282              $ 31,540                $ 95,334              $ 88,021
----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
                                      For the Period Ended      For the Period Ended
Assets                                 September 30, 1999        December 31, 1998
------------------------------------------------------------------------------------
Total divisional assets                           $ 1,812,423           $ 1,766,989
Unallocated corporate assets (1)                       63,167                50,248
Partially-owned subsidiaries                          (75,740)              (60,689)
------------------------------------------------------------------------------------
    Total assets                                  $ 1,799,850           $ 1,756,548
------------------------------------------------------------------------------------
</TABLE>
(1)  Includes the Company's investment in partially owned entities of $24,497 as
     of September 30, 1999, and $25,181 as of December 31, 1998.


Note 6 -- Subsequent Events

         Quarterly Distributions
         On October 19,  1999, a cash  distribution  was declared to partners of
CRLP in the amount of $0.58 per unit,  totaling $19.3 million.  The distribution
was  declared  to partners  of record as of October  29,  1999,  and was paid on
November 8, 1999.

         Common Unit Repurchase Program
          On October  19, 1999 the Board of Trustees  increased  the  previously
authorized  amount of the common unit  repurchase  program  from $100 million to
$150 million,  under which the Company may repurchase its currently  outstanding
common units from time to time at the  discretion  of  management in open market
and negotiated transactions.  A portion of the units repurchased may be reserved
for  re-issuance  through  a Unit  Purchase  Program.  Under  the Unit  Purchase
Program,  executives,  management  and members of the Board of Trustees  will be
offered an opportunity to purchase units of CRLP.




<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,
1999,  and the  related  consolidated  condensed  statements  of income  for the
three-month  and nine-month  periods ended  September 30, 1999 and 1998, and the
consolidated condensed statements of cash flows for the nine-month periods ended
September 30, 1999 and 1998. 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, 1998, 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 13, 1999, except for Note 16, as to which the date is February 10, 1999,
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,  1998,  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 15, 1999



<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP


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

General
         Colonial  Realty  Limited  Partnership  ("CRLP"),  a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,  management,  and leasing of multifamily communities,  retail malls
and shopping centers,  and office buildings.  The Company is organized as a real
estate  investment trust (REIT) and owns and operates  properties in nine states
in the Sunbelt  region of the United  States.  As of September 30, 1999,  CRLP's
real  estate  portfolio  consisted  of 51  multifamily  communities,  41  retail
properties, and 19 office properties.

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

         The  following   discussion   should  be  read  in   conjunction   with
management's  discussion  and  analysis of  financial  condition  and results of
operations and all of the other  information  appearing in CRLP's 1998 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, 1999 and 1998
         Revenue -- Total revenue  increased by $1.9 million,  or 2.9%,  for the
third quarter of 1999 when  compared to the third quarter of 1998.  The majority
of this  increase,  $1.1 million,  represents  revenues  generated by properties
acquired  or  developed  during  1999 and the  fourth  quarter  of 1998,  net of
revenues from  properties  disposed of in 1998 and the first six months of 1999.
The  remaining  increase  primarily  relates  to  increases  in rental  rates at
existing properties.

         Operating  Expenses  --  Total  operating  expenses  increased  by $1.2
million,  or 3.3%,  for the third  quarter  of 1999 when  compared  to the third
quarter  of  1998.  The  majority  of this  increase  is  primarily  related  to
additional  operating expenses  associated with properties that were acquired or
developed during 1999 and the fourth quarter of 1998, net of operating  expenses
associated with  properties  disposed of in 1998 and the first nine of months of
1999.  The  remaining  increase  primarily  relates to  increases  in  operating
expenses at existing  properties and overall increases in corporate overhead and
personnel costs associated with CRLP's continued growth.

         Other Income and Expense -- Interest expense increased by $0.9 million,
or 6.6%,  for the third  quarter of 1999 when  compared to the third  quarter of
1998.  The  increase  in  interest  expense  is  primarily  attributable  to the
assumption  of  acquisition-related  debt,  and the  increased  usage of  CRLP's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.

Results of Operations -- Nine Months Ended September 30, 1999 and 1998
         Revenue -- Total revenue increased by $21.7 million,  or 11.7%, for the
nine months  ended  September  30, 1999 when  compared to the nine months  ended
September 30, 1998.  The majority of this increase,  $20.0  million,  represents
revenues  generated  by  properties  acquired or  developed  during 1999 and the
fourth quarter of 1998, net of revenues from properties disposed of in 1998. The
remaining  increase  primarily  relates to increases in rental rates at existing
properties,  certain lease  cancellations  that occurred during 1999, and income
associated with the exchange of certain parcels of land.

         Operating  Expenses  -- Total  operating  expenses  increased  by $14.4
million, or 14.7%, for the nine months ended September 30, 1999 when compared to
the nine months ended  September 30, 1998. The majority of this increase,  $10.0
million,  relates to additional  operating  expenses  associated with properties
that were acquired or developed  during 1999 and the fourth quarter of 1998, net
of  operating  expenses  associated  with  properties  disposed of in 1998.  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 $4.2 million,
or 11.0%, for the nine months ended September 30, 1999 when compared to the nine
months ended  September 30, 1998. The increase in interest  expense is primarily
attributable  to the assumption of  acquisition-related  debt, and the increased
usage of CRLP's  revolving credit agreement in conjunction with the financing of
acquisitions and developments.

Liquidity and Capital Resources
         During the third quarter of 1999,  CRLP  invested  $78.2 million in the
acquisition and development of properties. CRLP financed this growth through the
sale of certain properties, issuance of unsecured medium term notes, advances on
its bank line of credit,  and cash from  operations.  As of September  30, 1999,
CRLP had an unsecured bank line of credit providing for total borrowings of $250
million.  The  line,  which  is used  by  CRLP  primarily  to  finance  property
acquisitions and development,  bears interest at LIBOR plus 80-135 basis points,
based on the Company's  investment  grade rating,  and is renewable in July 2000
and provides for a two-year amortization in the case of non-renewal. The line of
credit  agreement  includes a  competitive  bid feature  that will allow CRLP to
convert up to $125 million under the line of credit to a fixed rate, for a fixed
term not to exceed 90 days.  The balance  outstanding  on this line at September
30, 1999, was $142.8 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.

Common Unit Repurchase Program
         During 1999, the Board of Trustees authorized a unit repurchase program
under which the  Company  may  repurchase  up to $100  million of its  currently
outstanding  common units from time to time at the  discretion  of management in
open market and negotiated  transactions.  During the third quarter of 1999, the
Company  repurchased  2,290,200 units at an all-in cost of  approximately  $62.3
million.  For the  nine-month  period ended  September 30, 1999, the Company has
repurchased  3,697,565 units at an all-in cost of  approximately  $99.6 million,
which represents an average purchase price of $26.90 per unit.

Year 2000 Issue
         Overview of Y2K Problem
         The Year 2000 or "Y2K" problem refers to the inability of many existing
computer programs having time-sensitive  software to recognize a date using "00"
as the year 2000. Instead, the computer programs interpret such data as the year
1900.  This failure to  accurately  recognize  the year 2000 and other key dates
could result in a variety of problems ranging from data  miscalculations  to the
failure of entire systems.

         As a result of the potential  adverse effects of Y2K problems on CRLP's
operations,  in the early months of 1998,  CRLP formed a Year 2000  Committee to
oversee,  manage,  and implement a Year 2000 Compliance Program (the "Program").
The Committee is comprised of representatives from senior management and various
departments  and  advisors  at the  home and  regional  offices,  including  the
telecommunications, information systems, and office services departments.

         In an attempt to eliminate or minimize this  potential  risk,  CRLP has
initiated  an effort to identify,  understand,  and address the myriad of issues
associated  with the Y2K  problem.  CRLP has  identified  two main  areas  where
potential  Y2K  problems  exist:  (a)  Property   Management  Systems  and,  (b)
Information Systems.

         Property Management Systems
         CRLP has completed an inventory of the material  computer systems being
utilized in its existing  property  management  systems,  which may be adversely
affected by the Year 2000 issue.  Such systems include,  but are not limited to,
building automation (e.g., energy management,  HVAC) elevator controls, fire and
life safety devices,  security card access, garage revenue controls,  and office
equipment.

         In April 1998,  CRLP began  gathering  data from vendors to catalog the
equipment in all of its  buildings.  To date, the majority of the data requested
has been  received.  CRLP does not expect to receive 100% of the data  requested
due  to  a  number  of  non-responsive   vendors  or  unavailable   information.
Regardless,   efforts  continue  to  obtain  additional  evidence  from  vendors
concerning these systems such as processes  followed,  test scripts,  and actual
findings.  Once this data has been  received,  CRLP will further  evaluate these
systems and will  determine if it will be  necessary to confirm the  information
received from the vendors.  Due to the positive  responses received to date from
responding vendors, CRLP does not feel that this will be necessary.

         No estimate can be made as to any potential  adverse  impact  resulting
from the failure of any third party  vendor or service  provider to be Year 2000
compliant.  To the extent the Year 2000 issue has a material  adverse  effect on
the business  operations or financial condition of third parties with which CRLP
has material relationships,  such as vendors,  suppliers,  tenants and financial
institutions,  the Year 2000 issue could also have a material  adverse effect on
CRLP's business, results of operations and financial condition.

         Information Systems
         The general ledger  software  system used by CRLP through  October 1999
was not Y2K compliant.  Therefore,  in order to become Y2K  compliant,  CRLP has
purchased and installed a Y2K compliant  software  package from another  vendor.
CRLP  installed  and  completed  the testing  phase of the software in the Third
Quarter of 1999.  During the month of October 1999, CRLP ran certain  properties
within  their  portfolio  parallel on both the  current  and new general  ledger
systems. On November 1, 1999, CRLP began utilization of the new software package
for all of their properties and corporate accounting  functions.  The total cost
incurred and cost to complete  implementation  this new software is estimated to
be approximately $700,000.

         CRLP has also  assessed  its  non-financial  computer  systems,  and is
replacing,  upgrading  or  modifying  such  systems as  needed.  The cost of the
upgrade to the non-financial computer systems is not expected to be material.

         As of October 31, 1999, CRLP has incurred approximately $1.8 million in
costs to analyze and prepare for the Year 2000 issue.  CRLP currently  estimates
that  it  will  incur  additional  costs,  which  are  not  expected  to  exceed
approximately $100,000 to complete its Year 2000 compliance work.

         Although  CRLP's Y2K efforts are  intended  to minimize  the  potential
risks of the Year 2000  issue on CRLP's  business  and  operations,  the  actual
effects  of the Year 2000 issue and the  success  or  failure of CRLP's  efforts
described above cannot be known until the year 2000.  Failure by CRLP, its major
vendors  and other  material  service  providers  to  address  adequately  their
respective Year 2000 issues in a timely manner (insofar as such issues relate to
CRLP's  business)  could  have a  material  adverse  effect on CRLP's  business,
results of operations  and financial  condition.  There can be no assurance that
CRLP will be able to identify  and correct all aspects of the effect of the Year
2000 issue on CRLP. However,  CRLP does not currently expect the Year 2000 issue
will have a  material  impact  on  CRLP's  business,  operations,  or  financial
condition.

         CRLP has completed development of their contingency plans to handle its
most reasonable worst case Year 2000 scenarios. While it is not possible at this
time to determine the likely  impact of the potential  problems of the Year 2000
issue,  CRLP  will  continue  to  evaluate  its  plans  and  develop  additional
contingency plans, as appropriate.


<PAGE>


         The preceding "Year 2000" discussion  contains various  forward-looking
statements,  within the meaning of the federal  securities laws, which represent
CRLP's  beliefs  or  expectations  regarding  future  events.  When used in this
discussion,  the words "expects" and "anticipates"  and similar  expressions are
intended  to identify  forward-looking  statements.  Forward-looking  statements
include, without limitation, CRLP's expectations as to when it will complete its
Year 2000  evaluation,  the estimated costs of achieving Year 2000 readiness and
CRLP's  expectation  that Year 2000  issues  will not have a material  impact on
CRLP's  business,   operations  or  financial  condition.   All  forward-looking
statements  involve a number of risks and  uncertainties  that  could  cause the
actual results to differ materially from the projected results. Factors that may
cause these  differences  include,  but are not limited to, the  availability of
qualified  personnel  to address  potential  Y2K issues,  technology  resources,
actions of third  parties with respect to making their  systems or products Year
2000 compliant, and other risks detailed from time to time in CRLP's filing with
the Securities and Exchange Commission.


<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 Second 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,  1999,  CRLP
issued  1,681  Units in such  transactions  for an  aggregate  of  approximately
$40,000.

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:  November 15, 1999             By:    /s/ Howard B. Nelson, Jr.
                                                -----------------------------
                                                Howard B. Nelson, Jr.
                                                Chief Financial Officer
                                               (Duly Authorized Officer
                                                and Principal Financial Officer)



Date:  November 15, 1999                   /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
September 30, 1999 and 1998,  was 1.79 and 1.98,  respectively.  CRLP's ratio of
earnings to fixed charges for the nine months ended September 30, 1999 and 1998,
was 1.86 and 2.01, 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.
Fixed  charges   consist  of  interest   expense   (including   interest   costs
capitalized),  distributions to preferred  unitholders,  and the amortization of
debt issuance costs.



<PAGE>

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



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


We are aware that our report  dated  November  15, 1999 on our review of interim
financial information of Colonial Realty Limited Partnership for the three-month
and  nine-month  periods  ended  September 30, 1999 and 1998 and included in the
Partnership's  quarterly  report on Form 10-Q for the  periods  then  ended,  is
incorporated by reference in the  registration  statement on Form S-3 related to
the Shelf Registration filed on December 11, 1997 (File No. 333-42049). Pursuant
to Rule 436(c)  under the  Securities  Act of 1933,  this  report  should not be
considered  a part of the  registration  statement  prepared or  certified by us
within the meaning of Sections 7 and 11 of that Act.




                                                 /s/ PricewaterhouseCoopers LLP
                                                     PricewaterhouseCoopers LLP

Birmingham, Alabama
November 15, 1999



<PAGE>