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, 2001


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



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

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

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



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

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                               INDEX TO FORM 10-Q

                                                                           Page

PART I:  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)
                     Consolidated Condensed Balance Sheets as of
                     March 31, 2001 and December 31, 2000                    3

                     Consolidated Condensed Statements of Income for the
                     Three Months Ended March 31, 2001 and 2000              4

                     Consolidated Condensed Statements of Cash Flows
                     for the Three Months Ended March 31, 2001 and 2000      5

                     Notes to Consolidated Condensed Financial Statements    6

                     Report of Independent Accountants                      10

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                       11
         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                               13

PART II:  OTHER INFORMATION

         Item 2.  Changes in Securities                                     14

         Item 6.  Exhibits and Reports on Form 8-K                          14

SIGNATURES                                                                  15

EXHIBITS                                                                    16



<PAGE>
<TABLE>
<CAPTION>

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


                                                              March 31, 2001  December 31,
                                                                (Unaudited)       2000
                                                                -----------   ------------
           ASSETS

<S>                                                             <C>            <C>
Land, buildings, & equipment, net                               $ 1,766,842    $ 1,769,500
Undeveloped land and construction in progress                       113,490         81,333
Cash and equivalents                                                  2,987          4,275
Restricted cash                                                       2,422          2,479
Accounts receivable, net                                              8,998         13,798
Prepaid expenses                                                      3,966          4,086
Notes receivable                                                      2,146         10,524
Deferred debt and lease costs, net                                   17,329         17,581
Investment in unconsolidated subsidiaries                            28,338         28,129
Other assets                                                         10,382         11,842
                                                                -----------    -----------

                                                                $ 1,956,900    $ 1,943,547
                                                                ===========    ===========


 LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                     $ 1,199,958    $ 1,179,095
Accounts payable                                                      3,589          2,114
Accrued interest                                                     14,761         14,536
Accrued expenses                                                      5,896            342
Tenant deposits                                                       4,019          4,009
Unearned rent                                                         2,188          4,442
Other liabilities                                                     4,703          1,517
                                                                -----------    -----------

     Total liabilities                                            1,235,114      1,206,055
                                                                -----------    -----------

Redeemable units, at redemption value                               298,726        292,570
Preferred units:
     Series A Preferred Units                                       125,000        125,000
     Series B Preferred Units                                       100,000        100,000
Partners' capital                                                   201,310        219,922
Accumulated other comprehensive loss                                 (3,250)           -0-
                                                                -----------    -----------
      Total partners' capital                                       423,060        444,922
                                                                -----------    -----------

                                                                $ 1,956,900    $ 1,943,547
                                                                ===========    ===========


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


<PAGE>
<TABLE>
<CAPTION>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

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


                                                   Three Months Ended
                                                        March 31,
                                                  --------------------
                                                     2001       2000
                                                  --------------------

Revenue:
<S>                                               <C>         <C>
     Minimum rent                                 $ 62,516    $ 56,693
     Percentage rent                                    87         691
     Tenant recoveries                               8,900       8,639
     Other                                           4,067       3,653
                                                  --------    --------

         Total revenue                              75,570      69,676
                                                  --------    --------

Property operating expenses:
     General operating expenses                      5,285       4,993
     Salaries and benefits                           4,028       3,742
     Repairs and maintenance                         6,589       6,473
     Taxes, licenses, and insurance                  6,548       5,854
General and administrative                           2,634       2,551
Depreciation                                        15,797      13,982
Amortization                                         1,819       1,027
                                                  --------    --------

         Total operating expenses                   42,700      38,622
                                                  --------    --------

         Income from operations                     32,870      31,054
                                                  --------    --------

Other income (expense):
     Interest expense                              (19,469)    (16,044)
     Income from unconsolidated subsidiaries           250         485
     Ineffectiveness of hedging activities             (30)        -0-
     Losses from sales of property                    (113)        (54)
                                                  --------    --------

         Total other expense                       (19,362)    (15,613)
                                                  --------    --------

         Net income                               $ 13,508    $ 15,441
Distributions to preferred unitholders              (4,953)     (4,953)
                                                  --------    --------

     Net income available to common unitholders   $  8,555    $ 10,488
                                                  ========    ========

Net income per unit - basic and diluted           $   0.27    $   0.32
                                                  ========    ========

Weighted average units outstanding                  31,981      33,185
                                                  ========    ========

<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,
                                                                   --------------------
                                                                     2001        2000
                                                                   --------    --------

Cash flows from operating activities:

<S>                                                                <C>         <C>
     Net  income                                                   $ 13,508    $ 15,441
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                               17,616      14,828
         Income from unconsolidated subsidiaries                       (250)       (485)
         Losses from sales of property                                  113          54
         Other                                                          528         133
     Decrease (increase) in:
         Restricted cash                                                 57          (2)
         Accounts receivable                                          4,272       1,165
         Prepaid expenses                                               120        (293)
         Other assets                                                   266      (1,136)
     Increase (decrease) in:
         Accounts payable                                             1,475      (3,853)
         Accrued interest                                               225         595
         Accrued expenses and other                                   3,246       3,660
                                                                   --------    --------
             Net cash provided by operating activities               41,176      30,107
                                                                   --------    --------

Cash flows from investing activities:

     Development expenditures                                       (38,409)    (25,873)
     Tenant improvements                                             (4,508)     (5,188)
     Capital expenditures                                            (2,492)     (2,835)
     Proceeds from notes receivable                                   8,378         -0-
     Distributions from unconsolidated subsidiaries                     329         982
     Capital contributions to unconsolidated subsidiaries              (288)       (202)
                                                                   --------    --------
             Net cash used in investing activities                  (36,990)    (33,116)
                                                                   --------    --------

Cash flows from financing activities:

     Principal reductions of debt                                      (476)       (481)
     Proceeds from additional borrowings                                -0-      50,000
     Net change in revolving credit balances                         21,339     (31,524)
     Cash contributions                                                  39       9,325
     Capital distributions                                          (25,090)    (24,900)
     Payment of mortgage financing cost                                (373)       (350)
     Other, net                                                        (913)         (4)
                                                                   --------    --------
             Net cash provided by (used in) financing activities     (5,474)      2,066
                                                                   --------    --------
             Decrease in cash and equivalents                        (1,288)       (943)
Cash and equivalents, beginning of period                             4,275       4,630
                                                                   --------    --------
Cash and equivalents, end of period                                $  2,987    $  3,687
                                                                   ========    ========


<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, 2000
                                   (Unaudited)

Note 1 -- Basis of Presentation

         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations of the Securities and Exchange Commission.  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, 2001 are not necessarily  indicative of the results that may be expected for
the full year. These financial statements should be read in conjunction with the
information  included in CRLP's Annual Report as filed with the  Securities  and
Exchange  Commission  on Form 10-K for the year ended  December  31,  2000.  The
December 31, 2000 balance sheet data  presented  herein was derived from audited
financial  statements but does not include all disclosures required by generally
accepted accounting  principles.  Certain 2000 amounts have been reclassified to
conform to the current year's financial statement presentation.

Note 2 -- Capital Structure

         At March 31,  2001,  the Company  controlled  CRLP as the sole  general
partner  and as the  holder of 65.0% of the  common  units of CRLP  ("Redeemable
Units") and 55.6% of the preferred Units (the "Series A Preferred  Units").  The
limited  partners of CRLP who hold units, are those persons  (including  certain
officers and directors) who, at the time of the Initial Public Offering, elected
to hold all or a portion  of their  interest  in the form of Units  rather  than
receiving  shares of common stock of the Company,  or individuals  from whom the
Company  acquired certain  properties,  who elected to receive Units in exchange
for the  properties.  Each Unit may be redeemed by the holder thereof for either
one share of Common Stock or cash equal to the fair market value  thereof at the
time of such  redemption,  at the option of CRLP.  Additionally,  in 1999,  CRLP
issued $100 million of Series B Cumulative  Redeemable Perpetual Preferred Units
("Series B Units") in a private  placement,  that are  exchangeable for Series B
Preferred  Shares of the Company after ten years at the option of the holders of
the Series B Units.

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

Note 2 -- Distribution

         On April 24, 2001, a cash distribution was declared to partners of CRLP
in the amount of $0.63 per unit,  totaling $20.1 million.  The  distribution was
declared to shareholders  and partners of record as of May 4, 2001, and was paid
on May 11, 2001.


<PAGE>



Note 3 -- 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,
                                                                                  2001                  2000
                                                                           --------------------  -------------------
       Numerator:
<S>                                                                      <C>                     <C>
        Income before extraordinary item                                 $         13,508        $      15,441
        Less: Preferred stock dividends                                            (4,953)              (4,953)
                                                                           --------------------  -------------------
         Income available to common unitholders
         Before extraordinary item                                       $          8,555        $      10,488
                                                                           --------------------  -------------------

       Denominator:
         Denominator for basic net income per share -
         weighted average common units                                             31,981               33,185

         Effect of dilutive securities:
         Trustee and employee stock options                                            41                    5
                                                                           --------------------  -------------------
         Denominator  for  diluted  net  income  per  share  -  adjusted
         weighted average common units                                             32,022               33,190
                                                                           ====================  ===================

         Basic and Diluted net income per unit,
            Before extraordinary items                                   $           0.27        $        0.32
                                                                           ====================  ===================
</TABLE>

Options to purchase  834,821 common shares at a weighted  average exercise price
of $27.76 per share were  outstanding  during 2001 but were not  included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.

Note 4 -- Segment Information

         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Retail,  and  Office.  Each  division  has a  separate  management  team that is
responsible for acquiring,  developing,  managing, and leasing properties within
each  division.   The  applicable   accounting  policies  of  the  segments  are
substantially  the  same as  those  described  in the  "Summary  of  Significant
Accounting Policies" in CRLP's 2000 Annual Report. However, the pro rata portion
of the revenues, net operating income ("NOI"), and assets of the partially owned
entities  and joint  ventures  that CRLP has  entered  into are  included in the
applicable  segment  information.  Subsequently,  in the reconciliation to total
revenues,  total NOI,  and total  assets,  the  amounts are  eliminated,  as the
investment in the partially  owned  entities and joint ventures are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity method.


<PAGE>



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, 2001 and
2000, and for the year ended December 31, 2000 is as follows:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
           March 31, 2001                     Multifamily        Office           Retail           Total
                                        -------------------------------------------------------------------
           (in thousands)

<S>                                             <C>             <C>              <C>              <C>
Total Divisional Revenues                       $ 29,934        $ 13,462         $ 34,669         $ 78,065
NOI                                               20,060           9,438           24,735           54,233
Divisional assets                                762,189         338,557          868,090        1,968,836
-----------------------------------------------------------------------------------------------------------
         Three Months Ended
           March 31, 2000                     Multifamily        Office           Retail           Total
                                        -------------------------------------------------------------------
           (in thousands)

Total Divisional Revenues                       $ 28,639        $ 11,280         $ 32,554         $ 72,473
NOI                                               18,922           7,806           23,452           50,180
-----------------------------------------------------------------------------------------------------------
                As of
          December 31, 2000
           (in thousands)                     Multifamily        Office           Retail           Total
                                        -------------------------------------------------------------------
Divisional assets                              $ 752,259       $ 329,315        $ 869,351      $ 1,950,925
-----------------------------------------------------------------------------------------------------------
</TABLE>

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

------------------------------------------------------------------------------------------------------------
                                                                         For the                 For the
                                                                    Three Months Ended      Three Months Ended
(in thousands)                                                         March 31, 2001          March 31, 2000
Revenues
------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>
Total divisional revenues                                                   $ 78,065               $ 72,473
Unallocated corporate revenues                                                   844                    275
Partially-owned subsidiaries                                                  (3,339)                (3,072)
------------------------------------------------------------------------------------------------------------
    Total Revenues                                                          $ 75,570               $ 69,676
------------------------------------------------------------------------------------------------------------

NOI
------------------------------------------------------------------------------------------------------------
Total divisional NOI                                                        $ 54,233               $ 50,180
Unallocated corporate revenues                                                   844                    275
Partially-owned subsidiaries                                                  (1,908)                (1,859)
General and administrative expenses                                           (2,634)                (2,551)
Depreciation                                                                 (15,797)               (13,982)
Amortization                                                                  (1,819)                (1,027)
Other                                                                            (49)                    18
------------------------------------------------------------------------------------------------------------
    Income from operations                                                  $ 32,870               $ 31,054
------------------------------------------------------------------------------------------------------------
Total other expense                                                          (19,362)               (15,613)
------------------------------------------------------------------------------------------------------------
    Net income                                                              $ 13,508               $ 15,441
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

Assets                                                                March 31, 2001        December 31, 2000
------------------------------------------------------------------------------------------------------------
Total divisional assets                                                  $ 1,968,836            $ 1,950,925
Unallocated corporate assets (1)                                              80,848                 85,637
Partially-owned subsidiaries                                                 (92,784)               (93,015)
------------------------------------------------------------------------------------------------------------
    Total assets                                                         $ 1,956,900            $ 1,943,547
------------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes the Company's investment in partially owned entities of $28,338 as
     of March 31, 2001, and $28,129 as of December 31, 2000.
</FN>
</TABLE>

Note 5 -- Derivative Instruments

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

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

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

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

         CRLP has entered  into several  different  hedging  transactions  in an
effort to manage  exposure to changes in interest  rates.  On October 25,  2000,
CRLP  entered  into an interest  rate swap in the amount of $125  million on its
line of credit.  The swap fixes the rate on the  floating-line for one year at a
rate of 7.66%.  To reduce  interest costs and to take advantage of the favorable
interest rate  environment,  CRLP engaged in an interest rate swap  agreement on
$30.2 million of amortizing  variable rate debt,  and the fixed rate on the debt
to 6.79% for five years.  In  anticipation  of a debt offering six months hence,
CRLP entered into a forward-starting swap for $32.5 million,  thereby locking in
a fixed rate of 6.20%.  Additionally,  CRLP  purchased  an interest  rate cap in
order to limit  the  degree to which  interest  rates may rise over the next two
years.  The cap covers $30.4 million of LIBOR-based  debt at 11.20% through June
30, 2003.

         On March 31, 2001,  the derivative  instruments  were reported at their
fair value as Other Liabilities of $3.3 million. The offsetting  adjustments are
represented as losses in Accumulated Other  Comprehensive  Loss of $3.2 million.
CRLP recorded a $15,000 loss in earnings due to some  ineffectiveness  on one of
their swaps, resulting from a timing difference regarding rate reset dates.

         All CRLP's  hedges that are reported at fair value and are  represented
on the  balance  sheet  could  be  characterized  as  cash  flow  hedges.  These
transactions  hedge the future cash flows of debt  transactions.  Interest  rate
swaps that convert  variable  payments to fixed  payments,  interest  rate caps,
floors,  collars, and forwards are cash flow hedges. The unrealized gains/losses
in the fair  value of these  hedges are  reported  on the  balance  sheet with a
corresponding adjustment to either accumulated other comprehensive income (loss)
or in  earnings--depending  on the type of hedging relationship.  If the hedging
transaction  is a cash flow  hedge,  then the  offsetting  gains and  losses are
reported  in  accumulated  other  comprehensive  income  (loss).  If the hedging
transaction  is  characterized  as a fair value hedge,  then the changes in fair
value of the hedge and the hedged item are  reflected in  earnings.  If the fair
value hedging relationship is fully effective,  there is no net effect reflected
in income.  Over time, the unrealized gains and losses held in accumulated other
comprehensive   income   (loss)  will  be   reclassified   to   earnings.   This
reclassification is consistent with when the hedged items are also recognized in
earnings.  Within the next  twelve  months,  CRLP will  reclassify  to  earnings
approximately  $1.8  million of the current  balance held in  accumulated  other
comprehensive income (loss).

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

Note 6 -- Comprehensive  Income (Loss)  Comprehensive income (loss) consisted of
the following:

          (in thousands)                             Three Months ended
                                                       March 31, 2000
                                            -----------------------------------
                                            -----------------------------------

          Net income                                      $ 5,538
          Other comprehensive loss
               Unrealized loss on cash flow
                  hedging activities                       (3,250)
                                            -----------------------------------
          Comprehensive income                            $ 2,288
                                            -----------------------------------


         Accumulated  other   comprehensive   income  (loss)  consisted  of  the
following:

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

          Balance December 31, 2000                         $    --
          Transition adjustment on cash flow
                hedging activities                             (885)
          Current period change in fair value of
                  derivative instruments                     (2,365)
                                                -------------------------------
          Balance March 31, 2001                           $ (3,250)
                                                -------------------------------
<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, 2001,
and the related  consolidated  condensed statements of income and cash flows for
each of the three-month  periods ended March 31, 2001 and 2000.  These financial
statements are the responsibility of the Partnership's management.

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

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

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2000,  and the related  consolidated  statements  of  operations,
partners'  capital,  and cash  flows  for the year  then  ended  (not  presented
herein);  and in our report dated  January 16,  2001,  except for Note 15, as to
which the date is February 26, 2001,  we  expressed  an  unqualified  opinion on
those consolidated  financial  statements.  In our opinion,  the information set
forth in the accompanying  consolidated  condensed balance sheet as of March 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 24, 2001

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP

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

General

         Colonial  Realty  Limited  Partnership  ("CRLP"),  a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,  management,  and leasing of multifamily communities,  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 March 31, 2001,  CRLP's real
estate portfolio consisted of 54 multifamily communities,  17 office properties,
and 44 retail properties.

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

         The  following   discussion   should  be  read  in   conjunction   with
management's  discussion  and  analysis of  financial  condition  and results of
operations and all of the other  information  appearing in CRLP's 2000 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.

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

Results of Operations -- Three Months Ended March 31, 2001 and 2000

         Revenue -- Total revenue  increased by $5.9 million,  or 8.5%,  for the
first quarter of 2001 when  compared to the first quarter of 2000.  The majority
of this  increase,  $4.3 million,  represents  revenues  generated by properties
acquired or developed during 2000 and the first quarter of 2001, net of revenues
from properties disposed of in 2000. The remaining increase primarily relates to
increases in rental rates at existing properties and other ancillary income.

         Operating  Expenses  --  Total  operating  expenses  increased  by $4.1
million,  or 10.6%,  for the first  quarter of 2001 when  compared  to the first
quarter  of 2000.  Of this  increase,  $2.6  million  is  primarily  related  to
additional  operating expenses  associated with properties that were acquired or
developed  during 2000 and the first quarter of 2001, net of operating  expenses
associated with properties disposed of in 2000. The remaining increase primarily
relates to  increases  in general  operating  expenses,  real  estate  taxes and
insurance at existing  properties,  and overall  increases  in  personnel  costs
associated with CRLP's continued growth.

         Other Income and Expense -- Interest expense increased by $3.4 million,
or 21.4%,  for the first  quarter of 2001 when  compared to the first quarter of
2000.  The  increase  in  interest  expense  is  primarily  attributable  to the
increased usage of the Company's  revolving credit agreement in conjunction with
the financing of acquisitions and developments and the issuance of $70.0 million
of unsecured medium term notes since the first quarter of 2000.

Liquidity and Capital Resources

         During the first quarter of 2001,  CRLP  invested  $38.4 million in the
development  of properties.  CRLP financed this growth  through  advances on its
bank line of credit and cash from operations.  As of March 31, 2001, CRLP had an
unsecured  bank line of credit  providing for total  borrowings of $300 million.
The line, which is used by CRLP primarily to finance  property  acquisitions and
development,  bears  interest at LIBOR plus 115 basis  points,  is  renewable 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, 2001, was $235.7 million.  At March 31, 2001, CRLP's total outstanding
debt balance was $1.20 billion. The outstanding balance includes fixed-rate debt
of $910.7 million, or 75.9%, and floating-rate debt of $289.2 million, or 24.1%.
CRLP's total market capitalization as of March 31, 2001 was $2.3 billion and its
ratio of debt to market  capitalization  was 52.5%.  Certain loan  agreements of
CRLP contain restrictive covenants, which among other things require maintenance
of various  financial  ratios.  At March 31, 2001,  CRLP was in compliance  with
these covenants.

         CRLP expects to meet its short-term  liquidity  requirements  generally
through  its net  cash  provided  by  operations  and  borrowings  under  credit
arrangements   and  expects  to  meet   certain  of  its   long-term   liquidity
requirements,  such as  scheduled  debt  maturities,  repayment  of financing of
construction and development  activities,  and possible  property  acquisitions,
through  long-term  secured and  unsecured  borrowings  and the issuance of debt
securities or additional equity securities of 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 the Company in accordance with REIT  requirements in both the short
and the long term.

Inflation

         Leases at the multifamily  properties  generally provide for an initial
term of six  months to one year and allow  for rent  adjustments  at the time of
renewal.  Leases at the office properties typically provide for rent adjustments
and the pass-through of certain operating expenses during the term of the lease.
Substantially  all of the  leases  at the  retail  properties  provide  for  the
pass-through to tenants of certain operating costs, including real estate taxes,
common area maintenance expenses, and insurance.  All of these provisions permit
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.

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, 2001.

<TABLE>
<CAPTION>

                                                                                                                       Estimated
                                                                                                                         Fair

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

<S>                                   <C>         <C>        <C>        <C>         <C>         <C>         <C>         <C>
Fixed Rate Debt                       $77,898     58,070     233,612    100,000     76,567      490,144     1,036,291   1,077,684
Average interest rate
     at March 31, 2001                  7.73%      7.93%       6.81%      7.27%      7.61%        7.48%         7.36%           -

Variable Debt                             $ -          -     110,692          -          -       52,975       163,667     163,667
Average interest rate
     at March 31, 2001                      -          -       6.20%          -          -        4.14%         5.53%           -

Interest Rate SWAPs

     Variable to fixed               $125,000          -           -          -          -       62,684       187,684      (3,265)
     Average pay rate                   6.46%          -           -          -          -        6.07%         6.33%           -

Interest Rate Cap                         $ -          -      30,379          -          -            -        30,379           1
    Interest Rate                           -          -      11.20%          -          -            -        11.20%           -

</TABLE>

         The table  incorporates only those exposures that exist as of March 31,
2001; it does not consider those exposures or positions, which could arise after
that date.  Moreover,  because firm  commitments  are not presented in the table
above,  the information  presented  therein has limited  predictive  value. As a
result,  CRLP's  ultimate  realized  gain or loss with respect to interest  rate
fluctuations  will depend on the exposures that arise during the period,  CRLP's
hedging strategies at that time, and interest rates.

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP

                          PART II -- OTHER INFORMATION

Item 2.  Changes in Securities.

         The  Company  from time to time  issues  common  shares  of  beneficial
interest  ("Common  Shares")  pursuant to its  Dividend  Reinvestment  and Share
Purchase Plan,  its  Non-Employee  Trustee Share Option Plan,  its  Non-Employee
Trustee Share Plan, and its Employee Share Option and Restricted  Share Plan, in
transactions  that are  registered  under the Securities Act of 1933, as amended
(the "Act").  Pursuant to CRLP's Third Amended and Restated Agreement of Limited
Partnership,  each  time  the  Company  issues  Common  Shares  pursuant  to the
foregoing plans, CRLP issues to Colonial  Properties Trust, its general partner,
an equal  number of Units for the same  price at which the  Common  Shares  were
sold,  in  transactions  that are not  registered  under the Act in  reliance on
Section 4(2) of the Act.  During the quarter  ended March 31, 2001,  CRLP issued
18,402 Units in such transactions for an aggregate of approximately $495,000.

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



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