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

                                    FORM 10-Q

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


For the Quarterly Period Ended:
September 30, 2000                               Commission File Number: 0-20707


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



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

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

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



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



<PAGE>



                       COLONIAL REALTY LIMITED PARTNERSHIP
                               INDEX TO FORM 10-Q

                                                                          Page

PART I:  FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)
                     Consolidated Condensed Balance Sheets as of
                        September 30, 2000 and December 31, 1999           3

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

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

                     Notes to Consolidated Condensed Financial Statements  6

                     Report of Independent Accountants                    10

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

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                             14

PART II:  OTHER INFORMATION

         Item 2.  Changes in Securities                                   15

         Item 6.  Exhibits and Reports on Form 8-K                        15

SIGNATURES                                                                16

EXHIBITS                                                                  17



<PAGE>
<TABLE>
<CAPTION>


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


                                                                 (Unaudited)
                                                                September 30, December 31,
                                                                    2000         1999
                                                                -----------   ----------
             ASSETS
<S>                                                              <C>          <C>
Land, buildings, & equipment, net                                $1,760,502   $1,586,332
Undeveloped land and construction in progress                        93,138      214,043
Cash and equivalents                                                  2,673        4,630
Restricted cash                                                       2,539        2,634
Accounts receivable, net                                             12,574       10,606
Prepaid expenses                                                      3,237        2,371
Notes receivable                                                      3,363          695
Deferred debt and lease costs, net                                   14,440       10,500
Investment in unconsolidated subsidiaries                            27,314       24,623
Other assets                                                         10,875        7,712
                                                                 ----------   ----------
                                                                 $1,930,655   $1,864,146
                                                                 ==========   ==========

 LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                      $1,150,517   $1,039,863
Accounts payable                                                      7,093       15,173
Accrued interest                                                     16,439       12,901
Accrued expenses                                                     16,173        4,283
Tenant deposits                                                       4,179        4,011
Unearned rent                                                         1,223        2,820
                                                                 ----------   ----------
     Total liabilities                                            1,195,624    1,079,051
                                                                 ----------   ----------
Redeemable units, at redemption value                               288,361      255,011
Preferred units:
     Series A Preferred Units                                       125,000      125,000
     Series B Preferred Units                                       100,000      100,000
Partners' capital                                                   221,670      305,084
                                                                 ----------   ----------
      Total partners' capital                                       446,670      530,084
                                                                 ----------   ----------
                                                                 $1,930,655   $1,864,146
                                                                 ==========   ==========

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

<TABLE>
<CAPTION>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

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

                                                              Three Months Ended        Nine Months Ended
                                                                 September 30,             September 30,
                                                            ----------------------    ----------------------
                                                               2000         1999         2000        1999
                                                            ---------    ---------    ---------    ---------
 Revenue:
<S>                                                         <C>          <C>          <C>          <C>
      Minimum rent                                          $  60,374    $  57,798    $ 175,425    $ 168,620
      Percentage rent                                             864          483        2,258        2,103
      Tenant recoveries                                         9,147        7,908       26,263       24,176
      Other                                                     5,535        3,946       14,841       12,596
                                                            ---------    ---------    ---------    ---------
          Total revenue                                        75,920       70,135      218,787      207,495
                                                            ---------    ---------    ---------    ---------
 Property operating expenses:
      General operating expenses                                5,566        5,243       15,549       15,402
      Salaries and benefits                                     3,975        3,936       11,712       10,977
      Repairs and maintenance                                   7,523        6,982       21,064       20,407
      Taxes, licenses, and insurance                            4,924        6,036       16,749       17,909
 General and administrative                                     1,700        1,801        6,697        6,608
 Depreciation                                                  15,289       13,292       43,566       39,213
 Amortization                                                   1,067          563        2,938        1,645
                                                            ---------    ---------    ---------    ---------
          Total operating expenses                             40,044       37,853      118,275      112,161
                                                            ---------    ---------    ---------    ---------
          Income from operations                               35,876       32,282      100,512       95,334
                                                            ---------    ---------    ---------    ---------
 Other income (expense):
      Interest expense                                        (18,958)     (14,829)     (52,097)     (42,288)
      Income from unconsolidated subsidiaries                     409          359        1,255        1,346
      Gains (losses) from sales of property                      (140)       2,161        3,374        5,639
      Minority interest in consolidated operating property        -0-          -0-          -0-          (82)
                                                            ---------    ---------    ---------    ---------
          Total other expense                                 (18,689)     (12,309)     (47,468)     (35,385)
                                                            ---------    ---------    ---------    ---------
          Income before extraordinary item                     17,187       19,973       53,044       59,949
 Extraordinary loss                                               -0-         (742)        (418)        (628)
                                                            ---------    ---------    ---------    ---------
          Net income                                        $  17,187    $  19,231    $  52,626    $  59,321
 Distributions to preferred unitholders                        (4,954)      (4,953)     (14,860)     (13,578)
                                                            ---------    ---------    ---------    ---------
      Net income available to common unitholders            $  12,233    $  14,278    $  37,766    $  45,743
                                                            =========    =========    =========    =========

 Income before extraordinary items                          $    0.38    $    0.43    $    1.16    $    1.30
 Extraordinary income (loss)                                      -0-        (0.02)       (0.01)       (0.02)
                                                            ---------    ---------    ---------    ---------
 Net income per unit - basic                                $    0.38    $    0.41    $    1.15    $    1.28
                                                            =========    =========    =========    =========
 Net income per unit - diluted                                  $ -0-    $    0.41        $ -0-    $    1.28
                                                            =========    =========    =========    =========

 Weighted average units outstanding                            32,090       34,666       32,826       35,804
                                                            =========    =========    =========    =========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
</FN>
<PAGE>

<TABLE>
<CAPTION>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                               -------------------
                                                                      Nine Months Ended
                                                                        September 30,
                                                                   ----------------------
                                                                      2000         1999
                                                                   ---------    ---------
Cash flows from operating activities:
<S>                                                                <C>          <C>
     Net  income                                                   $  52,626    $  59,321
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                46,504       40,858
         Income from unconsolidated subsidiaries                      (1,255)      (1,346)
         Gains from sales of property                                 (3,374)      (5,639)
         Other                                                         1,071        1,513
     Decrease (increase) in:
         Restricted cash                                                  95           21
         Accounts and notes receivable                                (5,205)        (151)
         Prepaid expenses                                               (629)         670
         Other assets                                                 (8,250)        (467)
     Increase (decrease) in:
         Accounts payable                                             (8,080)       2,536
         Accrued interest                                              3,538         (370)
         Accrued expenses and other                                   10,592       10,598
                                                                   ---------    ---------
             Net cash provided by operating activities                87,633      107,544
                                                                   ---------    ---------

Cash flows from investing activities:

     Acquisition of properties                                       (26,512)     (44,417)
     Development expenditures                                        (78,151)    (132,742)
     Tenant improvements                                             (17,784)      (6,957)
     Capital expenditures                                            (11,946)     (12,622)
     Proceeds from sales of property, net of selling costs            40,615      120,795
     Distributions from unconsolidated subsidiaries                    3,419        8,004
     Capital contributions to unconsolidated subsidiaries             (4,855)      (5,228)
                                                                   ---------    ---------
             Net cash used in investing activities                   (95,214)     (73,167)
                                                                   ---------    ---------
Cash flows from financing activities:

     Principal reductions of debt                                    (32,302)     (59,156)
     Proceeds from additional borrowings                             128,568      136,200
     Net change in revolving credit balances                          14,257      (31,564)
     Cash contributions                                                9,269      101,726
     Capital distributions                                           (74,084)     (80,606)
     Purchase of treasury units                                      (37,875)     (99,614)
     Payment of debt financing cost                                   (1,791)      (1,472)
     Other, net                                                         (418)        (628)
                                                                   ---------    ---------
             Net cash provided by (used in) financing activities       5,624      (35,114)
                                                                   ---------    ---------
             Decrease in cash and equivalents                         (1,957)        (737)
Cash and equivalents, beginning of period                              4,630        4,582
                                                                   ---------    ---------
Cash and equivalents, end of period                                $   2,673    $   3,845
                                                                   =========    =========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
</FN>
<PAGE>


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

Note 1 -- Basis of Presentation

         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  all adjustments  considered  necessary for a fair presentation have
been included. These financial statements should be read in conjunction with the
information  included in CRLP's Annual Report as filed with the  Securities  and
Exchange  Commission on Form 10-K for the year ended December 31, 1999, and with
the information  filed with the Securities and Exchange  Commission on Form 10-Q
for the quarters ended March 31 and June 30, 2000. The December 31, 1999 balance
sheet data presented  herein was derived from audited  financial  statements but
does not  include all  disclosures  required by  generally  accepted  accounting
principles.

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

Note 2 -- Capital Structure

         At September 30, 2000, the Company  controlled CRLP as the sole general
partner  and as the  holder of 64.9% of the  common  units of CRLP  ("Redeemable
Units") and 55.6% of the preferred Units (the "Series A Preferred  Units").  The
limited  partners of CRLP who hold units, are those persons  (including  certain
officers and directors) who, at the time of the Initial Public Offering, elected
to hold all or a portion  of their  interest  in the form of Units  rather  than
receiving  shares of common stock of the Company,  or individuals  from whom the
Company  acquired certain  properties,  who elected to receive Units in exchange
for the  properties.  Each Unit may be redeemed by the holder thereof for either
one share of Common Stock or cash equal to the fair market value  thereof at the
time of such  redemption,  at the option of CRLP.  Additionally,  in 1999,  CRLP
issued $100 million of Series B Cumulative  Redeemable Perpetual Preferred Units
("Series B Units") in a private  placement,  that are  exchangeable for Series B
Preferred  Shares of the Company after ten years at the option of the holders of
the Series B Units.

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


<PAGE>



Note 3 -- Acquisition

         Temple Mall --On  August 1, 2000,  CRLP  acquired  the Temple  Mall,  a
575,000  square-foot  mall in Temple,  Texas for a total purchase price of $26.2
million. The mall anchors include JC Penney, Dillards,  Foley's, and Stein Mart.
The purchase price was partially  funded through the proceeds  received from the
disposition of assets, and an advance on the CRLP's unsecured line of credit.

Note 4 -- Net Income Per Unit

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

                                                                 (Amounts in thousands,
                                                                  except per unit data)
                                               ------------------------------------------------------------
                                                    Three          Three          Nine            Nine
                                                   Months         Months        Months          Months
                                                    Ended          Ended          Ended           Ended
                                                  September      September      September       September
                                                     30,            30,            30,             30,
                                                    2000           1999           2000            1999
                                                 ------------   ------------   ------------    ------------
        Numerator:
         Numerator  for basic and diluted net
         income   per   unit  -  net   income
<S>                                            <C>            <C>            <C>           <C>
         available to common unitholders       $      12,233  $      14,278  $      37,766 $        45,743
                                                 ============   ============   ============    ============
       Denominator:
         Denominator for basic net income
         Effect of dilutive securities:
         Trustee and employee share options               53             21             32              21
                                                 ------------   ------------   ------------    ------------
         Denominator  for  diluted net income
         per   unit   -   adjusted   weighted
         average common units                         32,143         34,687         32,858          35,825
                                                 ============   ============   ============    ============
         Basic net income per unit             $         .38  $         .41  $        1.15   $        1.28
                                                 ============   ============   ============    ============
         Diluted net income per unit           $         .38  $         .41  $        1.15   $        1.28
                                                 ============   ============   ============    ============

</TABLE>


Options to purchase  388,083 common shares at a weighted  average exercise price
of $28.79 per share were  outstanding  during 2000 but were not  included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.

Note 5 -- Segment Information

         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
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 1999 Annual Report. However, the pro rata portion
of the revenues, net operating income ("NOI"), and assets of the partially owned
entities  and joint  ventures  that CRLP has  entered  into are  included in the
applicable  segment  information.  Subsequently,  in the reconciliation to total
revenues,  total NOI,  and total  assets,  the  amounts are  eliminated,  as the
investment in the partially  owned  entities and joint ventures are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity method.

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

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
          As of and for the
         Three Months Ended
         September 30, 2000                   Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)
<S>                                             <C>              <C>              <C>              <C>
Total Divisional Revenues                       $ 29,882         $ 12,566         $ 35,496         $ 77,944
NOI                                               20,287            8,910           25,529           54,726
Divisional assets                                756,686          322,839          859,078        1,938,603
------------------------------------------------------------------------------------------------------------
         Three Months Ended
         September 30, 1999                   Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)

Total Divisional Revenues                       $ 30,329         $ 10,435         $ 31,637         $ 72,401
NOI                                               19,351            7,258           22,543           49,152
------------------------------------------------------------------------------------------------------------
          Nine Months Ended
         September 30, 2000                   Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)

Total Divisional Revenues                       $ 87,949         $ 36,564        $ 101,538        $ 226,051
NOI                                               58,475           25,790           72,902          157,167
------------------------------------------------------------------------------------------------------------
          Nine Months Ended
         September 30, 1999                   Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
           (in thousands)

Total Divisional Revenues                       $ 87,632         $ 30,105         $ 96,348        $ 214,085
NOI                                               56,837           21,040           68,575          146,452
------------------------------------------------------------------------------------------------------------
        For the Period Ended
          December 31, 1999
           (in thousands)                     Multifamily         Office           Retail           Total
                                        --------------------------------------------------------------------
Divisional assets                              $ 777,436        $ 293,545        $ 794,109      $ 1,865,090
------------------------------------------------------------------------------------------------------------
</TABLE>


A reconciliation of total segment revenues to total revenues,  total segment NOI
to income from  operations,  for the three and nine months ended  September  30,
2000 and 1999,  and total  divisional  assets to total  assets,  for the periods
ended September 30, 2000 and December 31, 1999, is presented below:
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
                                        As of and for the      As of and for the       As of and for the      As of and for the
                                       Three Months Ended      Three Months Ended      Nine Months Ended      Nine Months Ended
(in thousands)                         September 30, 2000      September 30, 1999     September 30, 2000     September 30, 1999
Revenues
-----------------------------------------------------------------------------------  ----------------------  --------------------
<S>                                                 <C>                   <C>                    <C>                   <C>
Total divisional revenues                           $ 77,944              $ 72,401               $ 226,051             $ 214,085
Unallocated corporate revenues                         1,149                   220                   2,115                   961
Partially-owned subsidiaries                          (3,173)               (2,486)                 (9,379)               (7,551)
-----------------------------------------------------------------------------------  ----------------------  --------------------
    Total Revenues                                  $ 75,920              $ 70,135               $ 218,787             $ 207,495
-----------------------------------------------------------------------------------  ----------------------  --------------------

NOI

-----------------------------------------------------------------------------------  ----------------------  --------------------
Total divisional NOI                                $ 54,726              $ 49,152               $ 157,167             $ 146,452
Unallocated corporate revenues                         1,149                   220                   2,115                   961
Partially-owned subsidiaries                          (1,898)               (1,448)                 (5,532)               (4,531)
General and administrative expenses                   (1,700)               (1,801)                 (6,697)               (6,608)
Depreciation                                         (15,289)              (13,292)                (43,566)              (39,213)
Amortization                                          (1,067)                 (563)                 (2,938)               (1,645)
Other                                                    (45)                   14                     (37)                  (82)
-----------------------------------------------------------------------------------  ----------------------  --------------------
    Income from operations                          $ 35,876              $ 32,282               $ 100,512              $ 95,334
---------------------------------------------------------------------------------------------------------------------------------

                                          For the Period Ended For the Period Ended
Assets                                      September 30, 2000    December 31, 1999
-----------------------------------------------------------------------------------
Total divisional assets                          $ 1,938,603           $ 1,865,090
Unallocated corporate assets (1)                      81,314                66,542
Partially-owned subsidiaries                         (89,262)              (67,486)
-----------------------------------------------------------------------------------
    Total assets                                 $ 1,930,655           $ 1,864,146
-----------------------------------------------------------------------------------
</TABLE>
[FN]
(1)  Includes the Company's investment in partially owned entities of $27,314 as
     of September 30, 2000, and $24,649 as of December 31, 1999.
</FN>

<PAGE>
Note 6 -- Subsequent Events
         Quarterly Distributions

         On October 17,  2000, a cash  distribution  was declared to partners of
CRLP in the amount of $0.60 per unit,  totaling $19.2 million.  The distribution
was  declared  to partners  of record as of October  27,  2000,  and was paid on
November 3, 2000.

         Interest Rate SWAP Transactions

         On October 25, 2000, CRLP terminated its two reverse interest rate swap
agreements  totaling $50 million on its medium-term notes. With the termination,
CRLP  received  approximately  $1.5  million,  which will be amortized  over the
remaining  life of the original  swap  agreement.  Additionally,  subsequent  to
September 30, 2000,  CRLP entered into an interest rate swap  agreement for $125
million of its line of credit at a fixed  one-year LIBOR rate of 6.456% plus 115
basis points,  with a one-year term.  Also, CRLP entered into a forward treasury
rate lock of $25 million on its future  financings at a fixed rate of 5.778% for
a term of 45 days.

         Disposition

         On October  27,  2000,  CRLP sold its  interest in the  Anderson  Block
Properties  Partnership,  of which CRLP maintained a 33.33% ownership  interest.
The entire  partnership was sold for a total purchase price of $1.1 million,  of
which $1.0 million was used to repay  outstanding  secured loans.  The remaining
proceeds  retained by CRLP were used to repay a portion of the borrowings  under
CRLP's unsecured line of credit.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees of
Colonial Properties Trust:

         We have reviewed the accompanying  consolidated condensed balance sheet
of Colonial Realty Limited  Partnership (the  "Partnership") as of September 30,
2000,  and the  related  consolidated  condensed  statements  of income  for the
three-month  and nine-month  periods ended  September 30, 2000 and 1999, and the
consolidated condensed statements of cash flows for the nine-month periods ended
September 30, 2000 and 1999. These financial  statements are the  responsibility
of the Partnership's management.

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

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

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

                                                  /s/ PricewaterhouseCoopers LLP
                                                      PricewaterhouseCoopers LLP

Birmingham, Alabama
November 3, 2000



<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP

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

General

         Colonial  Realty  Limited  Partnership  ("CRLP"),  a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,   management,  and  leasing  of  multifamily  communities,   office
buildings, retail malls and shopping centers. The Company is organized as a real
estate  investment trust (REIT) and owns and operates  properties in nine states
in the Sunbelt  region of the United  States.  As of September 30, 2000,  CRLP's
real  estate  portfolio  consisted  of 54  multifamily  communities,  18  office
properties, and 43 retail properties.

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

         The  following   discussion   should  be  read  in   conjunction   with
management's  discussion  and  analysis of  financial  condition  and results of
operations and all of the other  information  appearing in CRLP's 1999 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.

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


<PAGE>



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

         Revenue -- Total revenue  increased by $5.8 million,  or 8.3%,  for the
third quarter of 2000 when  compared to the third quarter of 1999.  The majority
of this  increase,  $3.1 million,  represents  revenues  generated by properties
acquired or developed  during 2000 and the second half of 1999,  net of revenues
from properties disposed.  The remaining increase primarily relates to increases
in rental rates at existing  properties  and certain  lease  cancellations  that
occurred during the third quarter of 2000.

         Operating  Expenses  --  Total  operating  expenses  increased  by $2.2
million,  or 5.8%,  for the third  quarter  of 2000 when  compared  to the third
quarter  of 1999.  The  majority  of this  increase,  $1.6  million,  relates to
additional  operating expenses  associated with properties that were acquired or
developed  during 2000 and the second half of 1999,  net of  operating  expenses
associated with properties disposed. The remaining increase primarily relates to
increases in operating expenses at existing properties.

         Other Income and Expense -- Interest expense increased by $4.1 million,
or 27.8%,  for the third  quarter of 2000 when  compared to the third quarter of
1999.  The  increase  in  interest  expense  is  primarily  attributable  to the
increased usage of CRLP's  revolving  credit  agreement in conjunction  with the
financing  of  acquisitions,  developments,  and CRLP's  Common Unit  Repurchase
Program,  and the  issuance  of $132.5  million of  unsecured  medium term notes
through its  subsidiary  CRLP during the third quarter of 1999 and first quarter
of 2000.

Results of Operations -- Nine Months Ended September 30, 2000 and 1999

         Revenue -- Total revenue  increased by $11.3 million,  or 5.4%, for the
nine months  ended  September  30, 2000 when  compared to the nine months  ended
September 30, 1999.  This majority of this  increase,  $9.5 million,  represents
revenues  generated  by  properties  acquired or  developed  during 2000 and the
second half of 1999,  net of revenues from  properties  disposed.  The remaining
increase  primarily relates to increases in rental rates at existing  properties
and certain lease cancellations that occurred during 2000.

         Operating  Expenses  --  Total  operating  expenses  increased  by $6.1
million,  or 5.5%, for the nine months ended September 30, 2000 when compared to
the nine months ended  September 30, 1999. The majority of this  increase,  $4.5
million,  relates to additional  operating  expenses  associated with properties
that were acquired or developed  during 2000 and the second half of 1999, net of
operating expenses associated with properties  disposed.  The remaining increase
primarily relates to increases in operating expenses at existing  properties and
overall  increases in corporate  overhead and personnel  costs  associated  with
CRLP's continued growth.

         Other Income and Expense -- Interest expense increased by $9.8 million,
or 23.2%, for the nine months ended September 30, 2000 when compared to the nine
months ended  September 30, 1999. The increase in interest  expense is primarily
attributable  to the increased  usage of CRLP's  revolving  credit  agreement in
conjunction with the financing of acquisitions,  developments, and CRLP's Common
Unit Repurchase Program,  and the issuance of $132.5 million of unsecured medium
term notes  through its  subsidiary  CRLP  during the third  quarter of 1999 and
first quarter of 2000.


<PAGE>



Liquidity and Capital Resources

         During the third quarter of 2000,  CRLP  invested  $56.5 million in the
acquisition  and  development of  properties.  CRLP financed this growth through
advances  on its  unsecured  bank line of credit,  sale of  certain  properties,
financing of certain properties,  and cash from operations.  As of September 30,
2000, CRLP had an unsecured bank line of credit  providing for total  borrowings
of $300 million.  The line,  which is used by CRLP primarily to finance property
acquisitions and development, bears interest at LIBOR plus 115 basis points, and
is renewable on April 14, 2003 and provides for a two-year  amortization  in the
case of  non-renewal.  The line of credit  agreement  includes a competitive bid
feature  that will allow CRLP to  convert up to $150  million  under the line of
credit to a fixed  rate,  for a fixed  term not to exceed 90 days.  The  balance
outstanding on this line at September 30, 2000, was $242.6 million.

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

Common Unit Repurchase Program

         During 1999, the Board of Trustees authorized a unit repurchase program
under which CRLP may repurchase up to $150 million of its currently  outstanding
common units from time to time at the  discretion  of  management in open market
and negotiated transactions.  During the third quarter of 2000, CRLP repurchased
707,189 units at an all-in cost of approximately $19.8 million,  which completed
CRLP's current common unit  repurchase  program.  To date,  CRLP has repurchased
5,557,314  units  at  an  all-in  cost  of  approximately  $150  million,  which
represents an average purchase price of $26.99 per share.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

<TABLE>
<CAPTION>

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

<S>                                   <C>        <C>        <C>       <C>        <C>         <C>          <C>        <C>
Fixed Rate Debt                       $ 7,772    78,031     58,090    108,914    100,000     471,810      824,617    818,028
Average interest rate
     at September 30, 2000               7.9%      7.7%       7.9%       7.2%       7.3%        7.6%         7.5%          -

Variable Debt                             $ -         -          -    242,594          -      83,307      325,901    325,901
Average interest rate
     at September 30, 2000                  -         -          -       7.6%          -        5.9%         7.2%          -

Interest Rate SWAPs

     Fixed to variable                    $ -         -          -          -          -      50,000       50,000      1,240
     Average pay rate                       -         -          -          -          -     1 month      1 month          -
                                                                                              LIBOR        LIBOR

Interest Rate Cap                         $ -         -          -     30,379          -           -       30,379          1
    Interest Rate                           -         -          -      11.2%          -           -        11.2%          -


</TABLE>


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

<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                          PART II -- OTHER INFORMATION

Item 2.  Changes in Securities

         The  Company  from time to time  issues  common  shares  of  beneficial
interest  ("Common  Shares")  pursuant to its  Dividend  Reinvestment  and Share
Purchase Plan,  its  Non-Employee  Trustee Share Option Plan,  its  Non-Employee
Trustee Share Plan, and its Employee Share Option and Restricted  Share Plan, in
transactions  that are  registered  under the Securities Act of 1933, as amended
(the "Act").  Pursuant to CRLP's Third Amended and Restated Agreement of Limited
Partnership,  each  time  the  Company  issues  Common  Shares  pursuant  to the
foregoing plans, CRLP issues to Colonial  Properties Trust, its general partner,
an equal  number of Units for the same  price at which the  Common  Shares  were
sold,  in  transactions  that are not  registered  under the Act in  reliance on
Section 4(2) of the Act.  During the quarter  ended  September  30,  2000,  CRLP
issued  6,296  Units in such  transactions  for an  aggregate  of  approximately
$174,000.

         During the third quarter of 2000,  CRLP  repurchased a total of 110,089
Units from two limited partners for an aggregate purchase price of $3.1 million.
Additionally,  during the third  quarter of 2000,  CRLP  issued  12,477  limited
partnership units to acquire a parcel of land for approximately $325,000.

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

         (a)  Exhibits

12.            Ratio of Earnings to Fixed Charges

15.            Letter re:  Unaudited Interim Financial Information

27.            Financial Data Schedule (EDGAR Version Only)

         (b)  Reports on Form 8-K

                None

<PAGE>



                                   SIGNATURES

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

                                       COLONIAL REALTY LIMITED PARTNERSHIP,
                                           a Delaware limited partnership

                                       By:   Colonial Properties Trust,
                                                its general partner




Date:  November 13, 2000               By:  /s/ Howard B. Nelson, Jr.
                                            -------------------------
                                                Howard B. Nelson, Jr.
                                                Chief Financial Officer
                                               (Duly Authorized Officer
                                                and Principal Financial Officer)



Date:  November 13, 2000                    /s/ Kenneth E. Howell
                                            ---------------------
                                                Kenneth E. Howell
                                                Senior Vice President and
                                                Chief Accounting Officer
                                                (Principal Accounting Officer)



<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP
                 EXHIBIT 12 - Ratio of Earnings to Fixed Charges

         CRLP's  ratio of earnings to fixed  charges for the three  months ended
September 30, 2000 and 1999,  was 1.70 and 1.88,  respectively.  CRLP's ratio of
earnings to fixed charges for the nine months ended September 30, 2000 and 1999,
was 1.68 and 1.98, respectively.

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


<PAGE>


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



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


We are aware that our  report  dated  November  3, 2000 on our review of interim
financial information of Colonial Realty Limited Partnership for the three-month
and  nine-month  periods  ended  September 30, 2000 and 1999 and included in the
Partnership's  quarterly  report on Form 10-Q for the  periods  then  ended,  is
incorporated by reference in the  registration  statement on Form S-3 related to
the Shelf  Registration filed on December 11, 1997 (File No. 333-42049) and Form
S-3  related  to  the  Shelf  Registration  filed  on May  26,  2000  (File  No.
333-37922).  Pursuant  to Rule 436(c)  under the  Securities  Act of 1933,  this
report should not be considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.

                                                  /s/ PricewaterhouseCoopers LLP
                                                      PricewaterhouseCoopers LLP

Birmingham, Alabama
November 13, 2000