UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q



Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934


For the Quarterly Period Ended:                 Commission File Number: 0-20707
March 31, 2002


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



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

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

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



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







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

                                                                           Page

PART I:  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)
                     Consolidated Condensed Balance Sheets as of
                     March 31, 2002 and December 31, 2001                    3

                     Consolidated Condensed Statements of Income for the
                     Three Months Ended March 31, 2002 and 2001              4

                     Consolidated Condensed Statements of Cash Flows
                     for the Three Months Ended March 31, 2002 and 2001      5

                     Notes to Consolidated Condensed Financial Statements    6

                     Report of Independent Accountants                      12

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

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                               18

PART II:  OTHER INFORMATION

         Item 2.  Changes in Securities                                     19

         Item 6.  Exhibits and Reports on Form 8-K                          19

SIGNATURES                                                                  20

EXHIBITS                                                                    21



<PAGE>

<TABLE>
<CAPTION>

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


                                                               March 31, 2002  December 31,
                                                                (Unaudited)       2001
                                                                -----------   ------------
                                         ASSETS

<S>                                                             <C>            <C>
Land, buildings, & equipment, net                               $ 1,764,815    $ 1,756,255
Undeveloped land and construction in progress                       157,636        152,084
Cash and equivalents                                                  4,263         10,127
Restricted cash                                                       4,722          2,255
Accounts receivable, net                                             11,588         12,309
Prepaid expenses                                                      7,146          7,072
Notes receivable                                                     12,230         12,253
Deferred debt and lease costs, net                                   19,627         18,568
Investment in unconsolidated subsidiaries                            34,284         31,594
Other assets                                                         13,267         11,866
                                                                -----------    -----------

                                                                $ 2,029,578    $ 2,014,383
                                                                ===========    ===========


                            LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                     $ 1,186,310    $ 1,191,791
Accounts payable                                                     13,961         20,701
Accrued interest                                                     13,386         11,485
Accrued expenses                                                     10,296          4,520
Tenant deposits                                                       3,506          3,607
Unearned rent                                                         2,861          8,343
Other liabilities                                                     1,212          1,296
                                                                -----------    -----------

     Total liabilities                                            1,231,532      1,241,743
                                                                -----------    -----------

Redeemable units, at redemption value                               383,867        347,604
Preferred units:
     Series A Preferred Units                                       125,000        125,000
     Series B Preferred Units                                       100,000        100,000
     Series C Preferred Units                                        50,000         50,000
Partners' capital                                                   139,572        151,439
Accumulated other comprehensive loss                                   (393)        (1,403)
                                                                -----------    -----------
      Total partners' capital                                       414,179        425,036
                                                                -----------    -----------

                                                                $ 2,029,578    $ 2,014,383
                                                                ===========    ===========


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

                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

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


                                                   Three Months Ended
                                                        March 31,
                                                  --------------------
                                                    2002        2001
                                                  --------------------
Revenue:
<S>                                               <C>         <C>
     Minimum rent                                 $ 62,631    $ 62,516
     Percentage rent                                   485          87
     Tenant recoveries                              10,085       8,900
     Other                                           6,045       4,067
                                                  --------    --------
         Total revenue                              79,246      75,570
                                                  --------    --------
Property operating expenses:
     General operating expenses                      5,283       5,285
     Salaries and benefits                           3,858       4,028
     Repairs and maintenance                         7,214       6,589
     Taxes, licenses, and insurance                  7,748       6,548
General and administrative                           3,888       2,634
Depreciation                                        17,775      15,797
Amortization                                         2,091       1,819
                                                  --------    --------
         Total operating expenses                   47,857      42,700
                                                  --------    --------
         Income from operations                     31,389      32,870
                                                  --------    --------
Other income (expense):
     Interest expense                              (15,763)    (19,469)
     Income from unconsolidated subsidiaries           344         250
     Ineffectiveness of hedging activities              (7)        (30)
     Gains (losses) from sales of property           9,808        (113)
     Other                                             (32)        -0-
                                                  --------    --------
         Total other expense                        (5,650)    (19,362)
                                                  --------    --------
         Net Income                               $ 25,739    $ 13,508

Distributions to preferred unitholders              (6,109)     (4,953)
                                                  --------    --------
     Net income available to common unitholders   $ 19,630    $  8,555
                                                  ========    ========

Net income per unit - basic and diluted           $   0.60    $   0.27
                                                  ========    ========

Weighted average units outstanding                  32,526      31,981
                                                  ========    ========

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

                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

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

                                                                 Three Months Ended
                                                                      March 31,
                                                                --------------------
                                                                  2002        2001
                                                                --------    --------

Cash flows from operating activities:

<S>                                                             <C>         <C>
     Net  income                                                $ 25,739    $ 13,508
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                            19,866      17,616
         Income from unconsolidated subsidiaries                    (344)       (250)
         (Gains) losses from sales of property                    (9,808)        113
         Other                                                     1,140         528
     Decrease (increase) in:
         Restricted cash                                          (2,467)         57
         Accounts receivable                                        (419)      4,272
         Prepaid expenses                                            (74)        120
         Other assets                                             (3,375)        266
     Increase (decrease) in:
         Accounts payable                                         (6,740)      1,475
         Accrued interest                                          1,901         225
         Accrued expenses and other                                  171       3,246
                                                                --------    --------
             Net cash provided by operating activities            25,590      41,176
                                                                --------    --------

Cash flows from investing activities:

     Acquisition of properties                                   (16,721)        -0-
     Development expenditures                                    (15,762)    (38,409)
     Tenant improvements                                          (4,085)     (4,508)
     Capital expenditures                                         (3,637)     (2,492)
     Proceeds from notes receivable                                   23       8,378
     Proceeds from sales of properties                            18,172         -0-
     Distributions from unconsolidated subsidiaries                  527         329
     Capital contributions to unconsolidated subsidiaries         (2,873)       (288)
                                                                --------    --------
             Net cash used in investing activities               (24,356)    (36,990)
                                                                --------    --------

Cash flows from financing activities:

     Principal reductions of debt                                   (801)       (476)
     Proceeds from additional borrowings                          52,750         -0-
     Net change in revolving credit balances                     (57,404)     21,339
     Cash contributions                                           26,047          39
     Capital distributions                                       (27,390)    (25,090)
     Payment of mortgage financing cost                             (300)       (373)
     Other, net                                                      -0-        (913)
                                                                --------    --------
             Net cash used in financing activities                (7,098)     (5,474)
                                                                --------    --------
             Decrease in cash and equivalents                     (5,864)     (1,288)
Cash and equivalents, beginning of period                         10,127       4,275
                                                                --------    --------
Cash and equivalents, end of period                             $  4,263    $  2,987
                                                                ========    ========


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


                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)

Note 1 -- Basis of Presentation

         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations of the Securities and Exchange Commission.  Accordingly, they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been included.  The results of operations for the three-month period ended March
31, 2002 are not necessarily  indicative of the results that may be expected for
the full year. These financial statements should be read in conjunction with the
information  included in CRLP's Annual Report as filed with the  Securities  and
Exchange  Commission  on Form 10-K for the year ended  December  31,  2001.  The
December 31, 2001 balance sheet data  presented  herein was derived from audited
financial  statements but does not include all disclosures required by generally
accepted accounting  principles.  Certain 2001 amounts have been reclassified to
conform to the current year's financial statement presentation.

         Effective  January 1, 2002 CRLP  adopted SFAS 144,  Accounting  for the
Impairment  or Disposal  of  Long-Lived  Assets.  SFAS 144  provides  additional
guidance on the accounting for impairments of long-lived  assets and updates the
accounting and reporting requirements for discontinued operations. In accordance
with the  provisions  of SFAS 144,  CRLP records  individual  property  sales as
discontinued   operations,   unless  CRLP   maintains   significant   continuing
involvement  with  properties  that have been sold.  During the first quarter of
2002,  CRLP did not have any property  sales that were required to be classified
as discontinued operations.

Note 2 -- Capital Structure

         At March 31,  2002,  the Company  controlled  CRLP as the sole  general
partner  and as the  holder of 66.3% of the  common  units of CRLP  ("Redeemable
Units") and 63.6% of the  preferred  Units (the  "Series A Preferred  Units" and
"Series C Preferred  Units").  The limited  partners of CRLP who hold units, are
those persons (including certain officers and directors) who, at the time of the
Initial Public  Offering,  elected to hold all or a portion of their interest in
the form of Redeemable Units rather than receiving shares of common stock of the
Company, or individuals from whom the Company acquired certain  properties,  who
elected  to  receive  Redeemable  Units in  exchange  for the  properties.  Each
Redeemable  Unit may be redeemed  by the holder  thereof for either one share of
Common Stock or cash equal to the fair market value  thereof at the time of such
redemption,  at the option of CRLP.  Additionally,  in 1999,  CRLP  issued  $100
million of Series B Cumulative  Redeemable  Perpetual Preferred Units ("Series B
Units") in a private  placement,  that are  exchangeable  for Series B Preferred
Shares of the Company after ten years at the option of the holders of the Series
B Units.

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

Note 3 -- Acquisition and Disposition Activity

         On March 27, 2002,  CRLP  completed the sale of a 340-unit  multifamily
property  located  in  Bradenton,  Florida.  The  property  was sold for a total
purchase price of $19.0 million.  In  conjunction  with this sale,  CRLP entered
into an  agreement  with the new owner to provide  management  services  for the
property.  As a  result,  CRLP  believes  that its  responsibilities  under  the
management  agreement  constitute  significant  continuing  involvement  in  the
operations of the property as contemplated  by SFAS 144,  therefore the property
has not been classified as discontinued operations in the accompanying financial
statements.  The majority of the proceeds,  $16.6 million,  were reinvested in a
1031  acquisition of 901 Maitland  Center, a 156,000 square foot office building
located in Orlando,  Florida.  The  remaining  proceeds  will be used to support
CRLP's future investment activities.

Note 4 --Cash Contributions and Financing Activity

         On February 25, 2002,  the Company  entered into a transaction in which
560,380  shares of the Company's  common shares at $33.37 per share were issued,
resulting in net proceeds of $17.8 million to the Company.  Salomon Smith Barney
deposited  260,710  shares into The Equity  Focus Trust REIT  Portfolio  Series,
2002-A, a newly formed unit investment  trust, and 299,670 shares were deposited
into Cohen & Steers  Quality  Income  Realty Fund,  Inc.  The net proceeds  were
contributed by the Company to CRLP.

Note 5 -- Net Income Per Unit

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

(amounts in thousands, except per share data)
                                                                           Three Months Ended       Three Months
                                                                                March 31,         Ended March 31,
                                                                                  2002                  2001
                                                                           --------------------  -------------------
       Numerator:
<S>                                                                         <C>                   <C>
         Income before extraordinary item                                   $       25,739        $       13,508
        Less: Preferred stock dividends                                             (6,109)               (4,953)
                                                                           --------------------  -------------------
         Income available to common unitholders                             $       19,630        $        8,555
                                                                           --------------------  -------------------

       Denominator:
         Denominator for basic net income per unit - weighted average
         Effect of dilutive securities:

         Trustee and employee stock options                                            218                   41
                                                                           --------------------  -------------------
         Denominator  for  diluted  net  income  per  unit  -  adjusted
         weighted average common units                                              32,744               32,022
                                                                           ====================  ===================

         Basic and Diluted net income per unit                               $        0.60         $       0.27
                                                                           ====================  ===================
</TABLE>

All options  outstanding  were included in the computation of diluted net income
per share.

Note 6 -- Segment Information

         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Office,  and  Retail.  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 2001 Annual Report. However, the pro rata portion
of the revenues, net operating income ("NOI"), and assets of the partially owned
entities  and joint  ventures  that CRLP has  entered  into are  included in the
applicable  segment  information.  Subsequently,  in the reconciliation to total
revenues,  total NOI,  and total  assets,  the  amounts are  eliminated,  as the
investment in the partially  owned  entities and joint ventures are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity method.

 Management evaluates the performance of its segments and allocates resources to
them based on NOI.  NOI  consists  of  revenues  in excess of general  operating
expenses,  salaries and wages,  repairs and maintenance,  taxes,  licenses,  and
insurance.  Segment  information  for the three  months ended March 31, 2002 and
2001, and for the year ended December 31, 2001 is as follows:
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
           March 31, 2002                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 28,275         $ 14,850         $ 37,165         $ 80,290
NOI                                               18,675           10,440           25,770           54,885
Divisional assets                                711,405          408,558          906,724        2,026,687
------------------------------------------------------------------------------------------------------------
         Three Months Ended
           March 31, 2001                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
Total Divisional Revenues                       $ 29,934         $ 13,582         $ 34,549         $ 78,065
NOI                                               20,060            9,531           24,642           54,233
------------------------------------------------------------------------------------------------------------
                As of
          December 31, 2001
           (in thousands)                 Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
Divisional assets                              $ 723,447        $ 377,255        $ 905,964      $ 2,006,666
------------------------------------------------------------------------------------------------------------
</TABLE>


         A  reconciliation  of total segment  revenues to total revenues,  total
segment NOI to income from operations, for the three months ended March 31, 2002
and 2001, and total divisional  assets to total assets, as of March 31, 2002 and
December 31, 2001, is presented below:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                                                                    For the                 For the
                                                               Three Months Ended     Three Months Ended
(in thousands)                                                   March 31, 2002         March 31, 2001
Revenues
<S>                                                                        <C>                   <C>
Total divisional revenues                                                  $ 80,290              $ 78,065
Unallocated corporate revenues                                                2,102                   844
Partially-owned subsidiaries                                                 (3,146)               (3,339)
----------------------------------------------------------------------------------------------------------
    Total Revenues                                                         $ 79,246              $ 75,570
----------------------------------------------------------------------------------------------------------
NOI
----------------------------------------------------------------------------------------------------------
Total divisional NOI                                                       $ 54,885              $ 54,233
Unallocated corporate revenues                                                2,102                   844
Partially-owned subsidiaries                                                 (1,829)               (1,908)
General and administrative expenses                                          (3,888)               (2,634)
Depreciation                                                                (17,775)              (15,797)
Amortization                                                                 (2,091)               (1,819)
Other                                                                           (15)                  (49)
----------------------------------------------------------------------------------------------------------
    Income from operations                                                 $ 31,389              $ 32,870
----------------------------------------------------------------------------------------------------------
Total other expense                                                          (5,650)              (19,362)
----------------------------------------------------------------------------------------------------------
    Income before extraordinary items                                      $ 25,739              $ 13,508
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
                                                                     As of                   As of
Assets                                                           March 31, 2002        December 31, 2001
----------------------------------------------------------------------------------------------------------
Total divisional assets                                                 $ 2,026,687           $ 2,006,666
Unallocated corporate assets (1)                                            111,307               113,908
Partially-owned subsidiaries                                               (108,416)             (106,191)
----------------------------------------------------------------------------------------------------------
    Total assets                                                        $ 2,029,578           $ 2,014,383
----------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes the Company's investment in partially owned entities of $34,284 as
     of March 31, 2002, and $31,594 as of December 31, 2001.
</FN>
</TABLE>

Note 7 -- Financial Instruments: Derivatives and Hedging

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

         CRLP does not use  derivatives  for  trading or  speculative  purposes.
Further,  CRLP has a policy of only entering into contracts with major financial
institutions  based upon their credit ratings and other factors.  When viewed in
conjunction with the underlying and offsetting exposure that the derivatives are
designed to hedge, CRLP has not sustained a material loss from those instruments
nor  does it  anticipate  any  material  adverse  effect  on its net  income  or
financial position in the future from the use of derivatives.

         CRLP has entered  into several  different  hedging  transactions  in an
effort to manage  exposure to changes in interest  rates.  The  following  table
summarizes the notional values, fair values and other  characteristics of CRLP's
derivative financial  instruments at March 31, 2002. The notional value at March
31, 2002  provides an indication  of the extent of CRLP's  involvement  in these
instruments  at that time, but does not represent  exposure to credit,  interest
rate, or market risk.

<TABLE>
<CAPTION>
                                                                         Interest                   Fair Value
Product Type                                  Notional Value             Rate         Maturity      (in thousands)
--------------------------------------------- -------------------------- ------------ ------------- ------------------
<S>                                           <C>                       <C>          <C>                  <C>
1) Interest Rate SWAP, Cash Flow              $30.2 - $27.7 million      5.932%       1/01/06              $  (1,196)
2) Interest Rate SWAP, Cash Flow              $75.0 million              2.130%       12/10/02                    173
3) Interest Rate SWAP, Cash Flow              $50.0 million              2.319%       1/01/03                      76
4) Interest Rate SWAP, Cash Flow              $25.0 million              2.430%       1/01/03                      15
5) Interest Rate SWAP, Fair Value             $50.0 million              5.015%       7/26/04                   1,268
6) Interest Rate CAP, Cash Flow               $21.1 million              6.850%       6/29/04                      53
7) Interest Rate CAP, Cash Flow               $17.9 million              6.850%       7/06/04                      46
8) Interest Rate CAP, Cash Flow               $30.4 million              11.200%      6/30/03                       0
9) Interest Rate CAPS, Cash Flow              $53.0 million              4.840%       4/01/04                     417
</TABLE>

         On March 31, 2002,  the derivative  instruments  were reported at their
fair value as Other Assets of $0.9 million. For the quarter, adjustments of $1.0
million were recorded as unrealized  gains in  accumulated  other  comprehensive
income  (loss),  and  there was an  adjustment  to fixed  rate debt of  $25,000.
Additionally,   CRLP   recorded  a  $7,000   loss  in   earnings   due  to  some
ineffectiveness on the caps and one of the swaps. The  ineffectiveness  resulted
from a timing  difference  regarding  rate  reset  dates  on the swap and  minor
differences in the cap and hedged debt notional.

         Most of CRLP's  hedges are  designated  as cash flow hedges.  Cash flow
hedges  protect  against the  variability  in future cash outflows of current or
forecasted  debt.  Interest rate swaps that convert  variable  payments to fixed
payments are cash flow hedges. The changes in the fair value of these hedges are
reported  on  the  balance  sheet  with a  corresponding  adjustment  to  either
accumulated other comprehensive income (loss) or in  earnings--depending  on the
type of hedging relationship. Over time, the unrealized gains and losses held in
accumulated other comprehensive  income (loss) will be reclassified to earnings.
This reclassification  occurs in the same period or periods that the hedged cash
flows affect earnings. Within the next twelve months, CRLP expects to reclassify
to  earnings   approximately  $0.1  million  of  the  current  balance  held  in
accumulated other comprehensive income (loss) to earnings as interest expense.

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

Note 8 -- Comprehensive Income (Loss)

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

          (in thousands)                                                    Three Months ended
                                                                              March 31, 2002
                                                                   -------------------------------------

<S>                                                                              <C>
          Net income                                                             $ 19,630
          Other comprehensive loss
               Unrealized loss on cash flow
                hedging activities                                                   (393)
                                                                   -------------------------------------
          Comprehensive income                                                   $ 19,237
                                                                   -------------------------------------

</TABLE>



<PAGE>



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

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

<S>                                                                            <C>
          Balance December 31, 2001                                             $ (1,403)
          Current period change in fair value of
                  derivative instruments                                           1,010
                                                                   -------------------------------------
          Balance March 31, 2002                                                $   (393)
                                                                   -------------------------------------
</TABLE>

Note 9 -- Subsequent Events
         Dispositions

         Subsequent to March 31, 2002, CRLP sold the following properties:
<TABLE>
<CAPTION>

                     Property                                 Location             # of Units       Sales Price

<S>                                                 <C>                              <C>            <C>
Colonial Village at Monte D'Oro                      Birmingham, AL                   200            $11.2 million
Colonial Village at Hillcrest                        Mobile, AL                       104             $5.2 million
Ski Lodge - Tuscaloosa                               Tuscaloosa, AL                   304             $9.2 million
Colonial Village at Cordova                          Pensacola, FL                    152             $5.4 million
Colonial Village at Oakleigh                         Pensacola, FL                    176            $11.0 million
</TABLE>

         Under each of these sales agreements,  CRLP will continue to manage the
properties.  The proceeds  from the sales will be used to support  CRLP's future
investment activities.

         Distribution

         On April 25, 2002, a cash  distribution was declared to shareholders of
the Company and  partners of CRLP in the amount of $0.66 per share and per unit,
totaling  $21.8  million.  The  distribution  was declared to  shareholders  and
partners of record as of May 6, 2002, and was paid on May 13, 2002.

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees of
Colonial Properties Trust:

We have  reviewed  the  accompanying  consolidated  condensed  balance  sheet of
Colonial Realty Limited  Partnership (the  "Partnership")  as of March 31, 2002,
and the related  consolidated  condensed statements of income and cash flows for
each of the three-month  periods ended March 31, 2002 and 2001.  These financial
statements are the responsibility of the Partnership's management.

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

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

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2001,  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 18,  2002,  except for Note 16, as to
which the date is February 25, 2002,  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,  2001,  is  fairly  stated  in all  material  respects  in  relation  to the
consolidated balance sheet from which it has been derived.

                                                 /s/ PricewaterhouseCoopers LLP
                                                     PricewaterhouseCoopers LLP

Birmingham, Alabama
April 25, 2002


<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 March 31, 2002,  CRLP's real
estate portfolio consisted of 48 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 2001 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.

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

Results of Operations -- Three Months Ended March 31, 2002 and 2001

         Revenue -- Total revenue  increased by $3.7 million,  or 4.9%,  for the
first quarter of 2002 when  compared to the first quarter of 2001.  The majority
of this  increase,  $3.0 million,  represents  revenues  generated by properties
acquired or developed  during 2001 and the first quarter of 2002.  The remaining
increase primarily relates to other ancillary income,  increases in rental rates
at existing  properties,  and the consolidation of Colonial Properties Services,
Inc (CPSI) effective August 1, 2001.

         Operating  Expenses  --  Total  operating  expenses  increased  by $5.2
million,  or 12.1%,  for the first  quarter of 2002 when  compared  to the first
quarter of 2001.  Of this  increase,  $2.4  million  is  related  to  additional
operating  expenses  associated  with properties that were acquired or developed
during 2001 and the first  quarter of 2002.  The  remaining  increase  primarily
relates to  increases  in general  operating  expenses,  real  estate  taxes and
insurance at existing properties, and the consolidation of CPSI effective August
1, 2001.

         Other Income and Expense -- Interest expense decreased by $3.7 million,
or 19.0%,  for the first  quarter of 2002 when  compared to the first quarter of
2001. The decrease in interest expense is primarily attributable to the decrease
in the interest  rate  environment  in the first quarter 2002 as compared to the
first quarter 2001.  Overall,  CRLP's weighted  average  interest rate decreased
from 7.2% in the first quarter of 2001 to 6.0% in the first quarter of 2002.

Liquidity and Capital Resources

         During the first quarter of 2002,  CRLP  invested  $32.5 million in the
acquisition  and  development of  properties.  CRLP financed this growth through
advances on its bank line of credit,  cash from operations,  equity offerings by
the Company,  disposition of assets, and financing of certain properties.  As of
March 31, 2002,  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 in March 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 March 31, 2002, was $203.9 million.

         At March 31,  2002,  CRLP's  total  outstanding  debt balance was $1.19
billion.  The outstanding balance includes fixed-rate debt of $942.2 million, or
79.4%, and floating-rate debt of $244.1 million,  or 20.6%.  CRLP's total market
capitalization  as of March 31,  2002 was $2.6  billion and its ratio of debt to
market  capitalization  was  45.6%.  Certain  loan  agreements  of CRLP  contain
restrictive  covenants,  which among other things require maintenance of various
financial  ratios.  At  March  31,  2002,  CRLP  was in  compliance  with  these
covenants.

         On February 25, 2002,  the Company  entered into a transaction in which
560,380  shares of the Company's  common shares at $33.37 per share were issued,
resulting in net proceeds of $17.8 million to the Company.  Salomon Smith Barney
deposited  260,710  shares into The Equity  Focus Trust REIT  Portfolio  Series,
2002-A, a newly formed unit investment  trust, and 299,670 shares were deposited
into Cohen & Steers  Quality  Income  Realty Fund,  Inc.  The net proceeds  were
contributed by the Company to CRLP.

         On March 25, 2002, CRLP financed $52.8 million of debt with the Federal
Home Loan Mortgage Corporation on three multifamily properties.  The interest on
the debt is a floating rate with a cap at 4.84%. At March 31, 2002, the floating
rate was 2.98%.

         CRLP continued its asset recycling  program,  which allows CRLP to sell
mature,  slower growing assets and reinvest the proceeds into opportunities with
more growth  potential.  During the first quarter of 2002,  CRLP sold a 340-unit
multifamily  asset located in Bradenton,  Florida for a total  purchase price of
$19.0 million. The majority of the proceeds,  $16.6 million,  were reinvested in
the  acquisition of 901 Maitland  Center,  a 156,000 square foot office building
located in Orlando,  Florida.  The  remaining  proceeds  will be used to support
CRLP's future investment activities.

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

Financial Instruments: Derivatives and Hedging

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

         CRLP does not use  derivatives  for  trading or  speculative  purposes.
Further,  CRLP has a policy of only entering into contracts with major financial
institutions  based upon their credit ratings and other factors.  When viewed in
conjunction with the underlying and offsetting exposure that the derivatives are
designed to hedge, CRLP has not sustained a material loss from those instruments
nor  does it  anticipate  any  material  adverse  effect  on its net  income  or
financial position in the future from the use of derivatives.

         CRLP has entered  into several  different  hedging  transactions  in an
effort to manage  exposure to changes in interest  rates.  The  following  table
summarizes the notional values, fair values and other  characteristics of CRLP's
derivative financial  instruments at March 31, 2002. The notional value at March
31, 2002  provides an indication  of the extent of CRLP's  involvement  in these
instruments  at that time, but does not represent  exposure to credit,  interest
rate, or market risk.
<TABLE>
<CAPTION>

                                                                         Interest                   Fair Value
Product Type                                  Notional Value             Rate         Maturity      (in thousands)
--------------------------------------------- -------------------------- ------------ ------------- ------------------
<S>                                           <C>                       <C>          <C>                  <C>
1) Interest Rate SWAP, Cash Flow              $30.2 - $27.7 million      5.932%       1/01/06              $  (1,196)
2) Interest Rate SWAP, Cash Flow              $75.0 million              2.130%       12/10/02                    173
3) Interest Rate SWAP, Cash Flow              $50.0 million              2.319%       1/01/03                      76
4) Interest Rate SWAP, Cash Flow              $25.0 million              2.430%       1/01/03                      15
5) Interest Rate SWAP, Fair Value             $50.0 million              5.015%       7/26/04                   1,268
6) Interest Rate CAP, Cash Flow               $21.1 million              6.850%       6/29/04                      53
7) Interest Rate CAP, Cash Flow               $17.9 million              6.850%       7/06/04                      46
8) Interest Rate CAP, Cash Flow               $30.4 million              11.200%      6/30/03                       0
9) Interest Rate CAPS, Cash Flow              $53.0 million              4.840%       4/01/04                     417
</TABLE>

         On March 31, 2002,  the derivative  instruments  were reported at their
fair value as Other Assets of $0.9 million. For the quarter, adjustments of $1.0
million were recorded as unrealized  gains in  accumulated  other  comprehensive
income  (loss),  and  there was an  adjustment  to fixed  rate debt of  $25,000.
Additionally,   CRLP   recorded  a  $7,000   loss  in   earnings   due  to  some
ineffectiveness on the caps and one of the swaps. The  ineffectiveness  resulted
from a timing  difference  regarding  rate  reset  dates  on the swap and  minor
differences in the cap and hedged debt notional.

         Most of CRLP's  hedges are  designated  as cash flow hedges.  Cash flow
hedges  protect  against the  variability  in future cash outflows of current or
forecasted  debt.  Interest rate swaps that convert  variable  payments to fixed
payments are cash flow hedges. The changes in the fair value of these hedges are
reported  on  the  balance  sheet  with a  corresponding  adjustment  to  either
accumulated other comprehensive income (loss) or in  earnings--depending  on the
type of hedging relationship. Over time, the unrealized gains and losses held in
accumulated other comprehensive  income (loss) will be reclassified to earnings.
This reclassification  occurs in the same period or periods that the hedged cash
flows affect earnings. Within the next twelve months, CRLP expects to reclassify
to  earnings   approximately  $0.1  million  of  the  current  balance  held  in
accumulated other comprehensive income (loss) to earnings as interest expense.

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

Outlook

         Management  intends  to  maintain  CRLP's  strength  through  continued
diversification,   while  pursuing   acquisitions  and  developments  that  meet
Colonial's  criteria for  property  quality,  market  strength,  and  investment
return. Management will continue to use its line of credit to provide short-term
financing for acquisition,  development,  and expansion  activities and plans to
continue to replace  significant  borrowings  under the bank line of credit with
funds  generated  from the sale of additional  equity  securities  and 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, developments, and expansions.

         In  addition  to  the  issuance  of  equity  and  debt,  management  is
investigating  alternate  financing methods and sources to raise future capital.
Private  placements,   joint  ventures,  and  non-traditional  equity  and  debt
offerings are some of the alternatives CRLP is contemplating.

         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,  and dividends to shareholders in
accordance  with Internal  Revenue Code  requirements  applicable to real estate
investment trusts.


<PAGE>



Inflation

         Leases at the multifamily  properties  generally provide for an initial
term of six  months to one year and allow  for rent  adjustments  at the time of
renewal.  Leases at the office properties typically provide for rent adjustments
and the pass-through of certain operating expenses during the term of the lease.
Substantially  all of the  leases  at the  retail  properties  provide  for  the
pass-through to tenants of certain operating costs, including real estate taxes,
common area maintenance expenses, and insurance.  All of these provisions permit
CRLP to increase  rental rates or other charges to tenants in response to rising
prices and, therefore,  serve to minimize CRLP's exposure to the adverse effects
of inflation.

         An  increase  in general  price  levels  may  immediately  precede,  or
accompany,  an increase in interest rates. At March 31, 2002, CRLP's exposure to
rising  interest  rates was  mitigated  by the  existing  debt level of 45.6% of
CRLP's  total  market  capitalization,  the high  percentage  of fixed rate debt
(79.4%), and the use of interest rate swaps to effectively fix the interest rate
on $75.0 million through  December 2002, $75.0 million through January 2003, and
approximately  $30.0  million  through  January  2006.  As  a  result,  for  the
short-term, increases in interest expense resulting from increasing inflation is
anticipated to be less than future increases in income before interest.


<PAGE>



Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

         The table  below  presents  the  principal  amounts,  weighted  average
interest  rates,  fair  values  and other  terms  required  by year of  expected
maturity to evaluate the expected  cash flows and  sensitivity  to interest rate
changes. Also included is a summary of CRLP's swap contracts at March 31, 2002.
<TABLE>
<CAPTION>

                                                                                                                       Estimated
                                                                                                                         Fair
(amounts in thousands)               2002        2003       2004        2005       2006     Thereafter      Total        Value
----------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>        <C>          <C>        <C>        <C>         <C>           <C>         <C>
Fixed Rate Debt                       $57,500    253,143      54,950     76,536     75,000      425,042       942,171     951,375
Average interest rate
     at March 31, 2002                  7.93%      4.56%       7.67%      7.61%      7.97%        7.34%         6.72%           -

Variable Debt                           $ 534     53,925      50,000          -          -      139,680       244,139     244,139
Average interest rate
     at March 31, 2002                  2.98%      4.56%       3.82%          -          -        3.01%         3.18%           -

Interest Rate SWAPs

     Variable to fixed                    $ -    150,000           -          -     29,637            -       179,637        (932)
     Average pay rate                       -      2.24%           -          -      6.59%            -         2.96%           -

     Fixed to variable                    $ -          -      50,000          -          -            -        50,000       1,268
     Average pay rate                       -          -       5.02%          -          -            -         5.02%           -

Interest Rate Cap                         $ -     30,379      91,738          -          -            -       122,117         516
    Interest Rate                           -     11.20%       5.69%          -          -            -         7.06%           -
</TABLE>


         The table  incorporates only those exposures that exist as of March 31,
2002; it does not consider those exposures or positions, which could arise after
that date.  Moreover,  because firm  commitments  are not presented in the table
above,  the information  presented  therein has limited  predictive  value. As a
result,  CRLP's  ultimate  realized  gain or loss with respect to interest  rate
fluctuations  will depend on the exposures that arise during the period,  CRLP's
hedging strategies at that time, and interest rates.

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP

                          PART II -- OTHER INFORMATION

Item 2.  Changes in Securities.

         The  Company  from time to time  issues  common  shares  of  beneficial
interest  ("Common  Shares")  pursuant to its  Dividend  Reinvestment  and Share
Purchase Plan,  its  Non-Employee  Trustee Share Option Plan,  its  Non-Employee
Trustee Share Plan, and its Employee Share Option and Restricted  Share Plan, in
transactions  that are  registered  under the Securities Act of 1933, as amended
(the "Act").  Pursuant to CRLP's Third Amended and Restated Agreement of Limited
Partnership,  each  time  the  Company  issues  Common  Shares  pursuant  to the
foregoing plans, CRLP issues to Colonial  Properties Trust, its general partner,
an equal  number of Units for the same  price at which the  Common  Shares  were
sold,  in  transactions  that are not  registered  under the Act in  reliance on
Section 4(2) of the Act.  During the quarter  ended March 31, 2002,  CRLP issued
337,566  Reedemable Units in such transactions for an aggregate of approximately
$6.0 million.

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

         (a)  Exhibits

               12.    Ratio of Earnings to Fixed Charges

               16.    Letter re:  Unaudited Interim Financial Information

         (b)  Reports on Form 8-K




<PAGE>



                                   SIGNATURES

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

                                     COLONIAL REALTY LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                     By:   Colonial Properties Trust,
                                             its general partner




Date:  May 15, 2002                  By:    /s/ Howard B. Nelson, Jr.
                                            -------------------------
                                                Howard B. Nelson, Jr.
                                                Chief Financial Officer
                                               (Duly Authorized Officer
                                                and Principal Financial Officer)



Date:  May 15, 2002                         /s/ Kenneth E. Howell
                                            ---------------------
                                                Kenneth E. Howell
                                                Senior Vice President and
                                                Chief Accounting Officer
                                               (Principal Accounting Officer)