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: 
       March 31,  1999                          Commission File Number: 0-20707


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



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

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

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



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

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


                                                                          Page

PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Condensed Balance Sheets as of
         March 31, 1999 and December 31, 1998                               3

         Consolidated Condensed Statements of Income for the     
         Three Months Ended March 31, 1999 and 1998                         4

         Consolidated Condensed Statements of Cash Flows
         For the Three Months Ended March 31, 1999 and 1998                 5

         Notes to Consolidated Condensed Financial Statements               6

         Report of Independent Accountants                                  9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               10

PART II:  OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds                         17


Item 6.  Exhibits and Reports on Form 8-K                                  17

SIGNATURES                                                                 18

EXHIBITS                                                                   19



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

<TABLE>

                                                   March 31, 1999  December 31,
                                                     (Unaudited)      1998
                                                  --------------- ------------
            ASSETS

<S>                                                   <C>          <C>       
Land, buildings, & equipment, net                     $1,542,735   $1,566,840
Undeveloped land and construction in progress            164,537      128,336
Cash and equivalents                                       6,134        4,582
Restricted cash                                            2,925        2,897
Accounts receivable, net                                   8,849        9,151
Prepaid expenses                                           4,873        3,116
Notes receivable                                             694          696
Deferred debt and lease costs, net                         9,352        9,644
Investment in unconsolidated subsidiaries                 26,701       26,079
Other assets                                               3,034        5,207
                                                      ----------   ----------

                                                      $1,769,834   $1,756,548
                                                      ==========   ==========


   LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                           $  836,724   $  909,322
Accounts payable                                          14,839        8,150
Accounts payable to affiliates                             4,235        4,670
Accrued interest                                          10,292       12,051
Accrued expenses                                           6,641        3,559
Tenant deposits                                            4,296        4,272
Unearned rent                                              1,782        2,800
                                                      ----------   ----------

     Total liabilities                                   878,809      944,824
                                                      ----------   ----------

Redeemable units, at redemption value                    270,519      282,597
Preferred units:
     Series A Preferred Units                            125,000      125,000
     Series B Preferred Units                            100,000            0
Partners' capital                                        395,506      404,127
                                                      ----------   ----------
      Total partners' capital                            620,506      529,127
                                                      ----------   ----------

                                                      $1,769,834   $1,756,548
                                                      ==========   ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per share data)
                              ---------------------

<TABLE>

                                                            Three Months Ended
                                                                  March 31,
                                                           --------   --------
                                                              1999        1998
                                                           --------   --------

 Revenue:
<S>                                                         <C>       <C>     
      Minimum rent                                        $ 54,981    $ 47,271
      Percentage rent                                          896         778
      Tenant recoveries                                      8,424       7,281
      Other                                                  3,158       2,980
                                                          --------    --------

         Total revenue                                      67,459      58,310
                                                          --------    --------

 Property operating expenses:
      General operating expenses                             5,121       4,310
      Salaries and benefits                                  3,476       2,869
      Repairs and maintenance                                6,580       5,746
      Taxes, licenses, and insurance                         6,119       4,854
 General and administrative                                  2,267       2,554
 Depreciation                                               13,761      10,161
 Amortization                                                  525         337
                                                          --------    --------

         Total operating expenses                           37,849      30,831
                                                          --------    --------

         Income from operations                             29,610      27,479
                                                          --------    --------

 Other income (expense):
      Interest expense                                     (13,954)    (12,579)
      Income from unconsolidated subsidiaries                  509           9
      Gains (losses) from sales of property                  3,005         (32)
      Minority interest in consolidated operating property     (61)        -0-
                                                          --------    --------

         Total other expense                               (10,501)    (12,602)
                                                          --------    --------

         Income before extraordinary items                  19,109      14,877
 Extraordinary loss from early extinguishment of debt          -0-        (395)
                                                          --------    --------

         Net Income                                         19,109      14,482
 Distributions to preferred unitholders                     (3,622)     (2,734)
                                                          --------    --------
         Net income available to common unitholders       $ 15,487    $ 11,748
                                                          ========    ========

 Net income per common unit - basic and diluted           $   0.42    $   0.37
                                                          ========    ========

 Weighted average units outstanding                         36,803      31,440
                                                          ========    ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                               -------------------

<TABLE>
                                                          Three Months Ended
                                                                March 31,
                                                       -----------------------
                                                           1999         1998
                                                       -----------   ----------

 Cash flows from operating activities:
<S>                                                     <C>          <C>      
     Net  income                                        $  19,109    $  14,482
     Adjustments  to  reconcile  net income to 
        net cash  provided  by  operating activities:
        Depreciation and amortization                      14,286       10,498
        Income from partnerships                             (509)          (9)
        (Gains) losses from sales of property              (3,005)          32
        Other                                                  33          428
     Decrease (increase) in:
        Restricted cash                                       (28)         (13)
        Accounts receivable and notes receivable              271          133
        Prepaid expenses                                   (1,757)         161
        Other assets                                        1,970         (584)
     Increase (decrease) in:
        Accounts payable                                    6,254      (10,408)
        Accrued interest                                   (1,759)       1,423
        Accrued expenses and other                          2,104        3,674
                                                        ---------    ---------
           Net cash provided by operating activities       36,969       19,817
                                                        ---------    ---------

 Cash flows from investing activities:
     Acquisition of properties                             (2,854)     (24,879)
     Development expenditures                             (37,712)      (9,455)
     Tenant improvements                                   (2,249)        (672)
     Capital expenditures                                  (3,623)      (1,320)
     Proceeds from sales of property, 
     net of selling costs                                   23,586          -0-
     Distributions from partnerships                          964           35
     Capital contributions to partnerships                 (1,077)         (22)
                                                        ---------    ---------
           Net cash used in investing activities          (22,965)     (36,313)
                                                        ---------    ---------

 Cash flows from financing activities:
     Cash contributions                                   101,225       47,947
     Principal reductions of debt                            (485)     (11,303)
     Net change in revolving credit balances              (72,129)      (1,438)
     Capital distributions                                (25,171)     (19,676)
     Purchase of treasury units                           (15,862)         -0-
     Payment of mortgage financing cost                       (30)         (30)
     Debt prepayment penalties                                -0-         (395)
                                                        ---------    ---------
           Net cash (used in) provided by 
           financing activities                           (12,452)      15,105
                                                        ---------    ---------
           Increase (Decrease) in cash and equivalents      1,552       (1,391)
 Cash and equivalents, beginning of period                  4,582        4,534
                                                        ---------    ---------
 Cash and equivalents, end of period                    $   6,134    $   3,143
                                                        =========    =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     Page 7
<PAGE>

                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)

Note 1 -- Basis of Presentation
         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  all adjustments  considered  necessary for a fair presentation have
been included. These financial statements should be read in conjunction with the
information included in CRLP's Financial Statements as filed with the Securities
and Exchange  Commission on Form 10-K for the year ended  December 31, 1998. The
December 31, 1998 balance sheet data  presented  herein was derived from audited
financial  statements but does not include all disclosures required by generally
accepted accounting principles.

         In July 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS 133),  Accounting for Derivative
Instruments  and  Hedging   Activities,   which  addresses  the  accounting  for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  Under SFAS 133, CRLP will be required
to account for derivative  financial  instruments,  if any, at their fair market
value, and make certain required disclosures. CRLP is required to adopt SFAS 133
for periods beginning January 1, 2000.

         Certain  previously  reported amounts have been reclassified to conform
with the current financial statement presentation.

Note 2 -- Acquisitions and Dispositions
         During the first quarter of 1999,  there were no property  acquisitions
made by CRLP.  However, an additional $2.8 million was paid by CRLP in the first
quarter  of 1999  related  to  acquisitions  made in  prior  periods,  of  which
approximately  $2.0 million  relates to an "earn-out"  of a previously  acquired
property.

         Also during the first quarter of 1999,  CRLP  completed the sale of its
Colonial Grand at Kirkman  multifamily  property,  which was a 370-unit property
located in Orlando,  Florida. CRLP recognized a gain on the sale of the asset of
approximately $3.0 million.

Note 3 -- Distribution
         On April 22, 1999, a cash distribution was declared to partners of CRLP
and partners of Colonial  Realty Limited  Partnership in the amount of $0.58 per
unit, totaling $20.8 million.  The distribution was declared to shareholders and
partners of record as of May 3, 1999, and was paid on May 10, 1999.



<PAGE>


Note 4 -- Preferred Units

         In November  1997,  the  Company  issued 5.0 million of $0.01 par value
8.75% Series A Preferred Shares of beneficial  interest  ("Preferred  Shares ").
The Preferred  Shares may be called by the Company on or after November 6, 2002,
and have a liquidation preference of $25.00 per share. The Preferred Shares have
no stated maturity,  sinking fund or mandatory  redemption.  All of the Series A
Preferred  Shares  were  contributed  to CRLP in  exchange  for a like number of
Preferred  Units. The preference on the Series A Preferred Units are the same as
the Company's Series A Preferred Shares.

          On  February 23 1999,  CRLP issued 2.0 million  units of $50 par value
8.875% Series B Cumulative  Redeemable Perpetual Preferred Units (the "Preferred
Units"),  valued at $100 million in a private  placement.  CRLP has the right to
redeem  the  Preferred  Units,  in  whole or in part,  after  five  years at the
original capital  contribution plus the cumulative  priority return,  whether or
not declared,  to the redemption date to the extent not previously  distributed.
The Preferred Units are exchangeable for 8.875% Series B Preferred Shares of the
Company, after ten years at the option of the holders of the Preferred Units.

Note 5 -- Net Income Per Unit
         The  following  table sets forth the  computation  of basic and diluted
earnings per unit:


                                                    (Amounts in thousands,
                                                     except per unit data)
                                             -----------------------------------
                                               Three Months        Three Months
                                             Ended March 31,     Ended March 31,
                                                   1999                1998
                                             ----------------   ----------------
Numerator:
  Numerator  for  basic  and  diluted  net
  income per unit - net  income  available
  to common unitholders                         $     15,487       $    11,748
                                                  ============      ============

Denominator:
  Denominator  for  basic net  income  per
  unit - weighted average common units                36,803            31,440
  Effect of dilutive securities:
  Trustee and employee stock options                      20                54
                                                  =============     ============
  Denominator  for  diluted net income per
  unit - adjusted  weighted average common
  units                                               36,823            31,494
                                                  ==============    ============

Basic net income per unit                      $         .42       $       .37
                                                  ==============    ============

Diluted net income per unit                    $         .42       $       .37
                                                  ==============    ============


Options to purchase  369,348 Common Shares at a weighted  average exercise price
of $28.832 per share were  outstanding  during 1999 but were not included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.

Note 6 -- Segment Information
         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Retail,  and  Office.  Each  division  has a  separate  management  team that is
responsible for acquiring,  developing,  managing, and leasing properties within
each  division.   The  applicable   accounting  policies  of  the  segments  are
substantially  the  same as  those  described  in the  "Summary  of  Significant
Accounting Policies" in CRLP's 1998 Annual Report. However, the pro rata portion
of the revenues, net operating income ("NOI"), and assets of the partially owned
entities  and joint  ventures  that CRLP has  entered  into are  included in the
applicable  segment  information.  Subsequently,  in the reconciliation to total
revenues,  total NOI,  and total  assets,  the  amounts are  eliminated,  as the
investment in the partially  owned  entities and joint ventures are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity  method.  Management  evaluates  the  performance  of  its  segments  and
allocates  resources to them based on NOI. NOI consists of revenues in excess of
general operating expenses, salaries and wages, repairs and maintenance,  taxes,
licenses,  and insurance.  Segment  information for the three months ended March
31, 1999 and 1998 is as follows: 
<TABLE>
   As of and for the 
  Three Months Ended
    March 31, 1999          Multifamily      Retail       Office       Total
                            -----------    ----------   ---------   ---------- 
    (in thousands)
<S>                         <C>          <C>          <C>          <C>       
Total Divisional Revenues   $   28,071   $   32,033   $    9,822   $   69,926
NOI                             18,163       22,510        6,974       47,647
Divisional assets              786,326      745,244      247,528    1,779,098

  Three Months Ended
    March 31, 1998          Multifamily      Retail       Office       Total
                            -----------    ----------   ---------   ---------- 
    (in thousands)
Total Divisional Revenues   $   24,148   $   26,033   $    7,510   $   57,691
NOI                             16,261       18,487        5,466       40,214

  For the Period Ended 
   December 31, 1998        Multifamily      Retail       Office       Total
                            -----------    ----------   ---------   ---------- 
    (in thousands)
Divisional assets           $  783,097      742,761      241,131    1,766,989
</TABLE>

         A  reconciliation  of total segment  revenues to total revenues,  total
segment NOI to income from operations, for the three months ended March 31, 1999
and 1998,  and total  divisional  assets to total assets,  for the periods ended
March 31, 1999 and December 31, 1998, is presented below:
<TABLE>
                                                         Three Months Ended  
                                                         ------------------  
(in thousands)                                         March 31,      March 31,
                                                         1999           1998
Revenues                                             -----------    -----------
<S>                                                  <C>            <C>        
Total divisional revenues                            $    69,926    $    57,691
Unallocated corporate revenues                               201            687
Partially-owned subsidiaries                              (2,668)           (68)
                                                     -----------    -----------
    Total Revenues                                   $    67,459    $    58,310
                                                     -----------    -----------
NOI
                                                     -----------    -----------
Total divisional NOI                                 $    47,647    $    40,214
Unallocated corporate revenues                               201            687
Partially-owned subsidiaries                              (1,589)           (63)
General and administrative expenses                       (2,267)        (2,554)
Depreciation                                             (13,761)       (10,161)
Amortization                                                (525)          (337)
Other                                                        (96)          (307)
                                                     -----------    -----------
    Income from operations                           $    29,610    $    27,479
                                                     -----------    -----------

                                                       For the Period Ended   
                                                      March 31,     December 31,
                                                        1999           1998                                                   
Assets
                                                     -----------    -----------
Total divisional assets                              $ 1,779,098    $ 1,766,989
Unallocated corporate assets (1)                          50,598         49,149
Partially-owned subsidiaries                             (61,006)       (60,689)
                                                     -----------    -----------
    Total assets                                     $ 1,768,690    $ 1,755,449
                                                     -----------    -----------
</TABLE>
(1) Includes the Company's  investment in partially owned entities of $25,842 as
    of March 31, 1999, and $25,181 as of December 31, 1998.

                                     Page 9
<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, 1999,
and the related  consolidated  condensed statements of income and cash flows for
the  three-month  periods  ended  March  31,  1999  and  1998.  These  financial
statements are the responsibility of the Partnership's management.

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

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

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  1998,  and the
related consolidated statements of income, partners'capital,  and cash flows for
the year then ended (not presented herein);  and in our report dated January 13,
1999,  except  for  Note 16,  as to which  the date is  February  10,  1999,  we
expressed an unqualified opinion on those consolidated financial statements.  In
our  opinion,  the  information  set  forth  in  the  accompanying  consolidated
condensed  balance  sheet as of  December  31,  1998,  is  fairly  stated in all
material  respects in relation to the  consolidated  balance sheet from which it
has been derived.



                                              /s/ PricewaterhouseCoopers L.L.P.
                                                  PricewaterhouseCoopers L.L.P.
Birmingham, Alabama
April 21, 1999
<PAGE>

                                     Page 11
                       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.  CRLP is engaged  in the  ownership,  development,
management,  and leasing of multifamily  communities,  retail malls and shopping
centers, and office buildings. Colonial 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, 1999, CRLP's real estate portfolio
consisted of 48 multifamily  communities,  40 retail  properties,  and 17 office
properties.

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

         The  following   discussion   should  be  read  in   conjunction   with
management's  discussion  and  analysis of  financial  condition  and results of
operations  and all of the other  information  appearing  in CRLP's  1998 Annual
Report 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. Examples of forward-looking statements
include CRLP's anticipated sources and amounts of financing and the timing, cost
and expected  results of CRLP's Year 2000  compliance  program.  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 filings 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 March 31, 1999 and 1998 Revenues --
         Total revenues increased by $9.1 million, or 15.7%, for the
first quarter of 1999 when compared to the first quarter of 1998.  This increase
primarily  represents  revenues  generated by  properties  acquired or developed
during 1999 and 1998.  The  remaining  increase  relates to  increases in rental
rates at existing properties.

         Operating  Expenses  --  Total  operating  expenses  increased  by $7.0
million,  or 22.8%,  for the first  quarter of 1999 when  compared  to the first
quarter  of  1998.  This  increase  primarily  represents  additional  operating
expenses  associated with properties that were acquired or developed during 1999
and 1998.  The remaining  increase  primarily  relates to increases in operating
expenses at existing  properties and overall increases in corporate overhead and
personnel costs associated with CRLP's continued growth.

         Other  Income  and  Expenses  --  Interest  expense  increased  by $1.3
million,  or 10.9%,  for the first  quarter of 1999 when  compared  to the first
quarter of 1998. The increase in interest  expense is primarily  attributable to
the assumption of  acquisition-related  debt, and the increased  usage of CRLP's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.

Liquidity and Capital Resources
         During the first  quarter of 1999,  CRLP invested  approximately  $40.5
million in its  acquisition  and  development of properties.  CRLP financed this
growth through net proceeds from a private  offering of preferred units totaling
$100.0  million during the first quarter (as discussed  below),  advances on its
bank line of credit, and cash from operations. As of March 31, 1999, CRLP had an
unsecured  bank line of credit  providing for total  borrowings of $250 million.
The line, which is used by CRLP primarily to finance  property  acquisitions and
development,  bears  interest at LIBOR plus 80-135  basis  points,  based on the
Company's  investment  grade rating,  and is renewable in July 2000 and provides
for a  two-year  amortization  in the  case of  nonrenewal  The  line of  credit
agreement includees a competitive bid feature that will allow CRLP to convert up
to $125 million  under the line of credit to a fixed rate,  for a fixed term not
to exceed 90 days.  The balance  outstanding on this line at March 31, 1999, was
$102.4 million.

     On  February 23 1999,  CRLP issued 2.0 million  units of $50 par value
8.875% Series B Cumulative  Redeemable Perpetual Preferred Units (the "Preferred
Units"),  valued at $100 million in a private  placement.  CRLP has the right to
redeem  the  Preferred  Units,  in  whole or in part,  after  five  years at the
original capital  contribution plus the cumulative  priority return,  whether or
not declared,  to the redemption date to the extent not previously  distributed.
The Preferred Units are exchangeable for 8.875% Series B Preferred Shares of the
Company,  after ten years at the option of the holders of the  Preferred  Units.
The proceeds of the issuance were used to reduce the Company's  outstanding line
of credit and to fund development expenditures.

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



<PAGE>


Year 2000 Issue
         Overview of Y2K Problem
         The Year 2000 or "Y2K" problem refers to the inability of many existing
computer programs having time-sensitive  software to recognize a date using "00"
as the year 2000. Instead, the computer programs interpret such data as the year
1900.  This failure to  accurately  recognize  the year 2000 and other key dates
could result in a variety of problems ranging from data  miscalculations  to the
failure of entire systems. In an attempt to eliminate or minimize this potential
risk,  CRLP has  initiated  an effort to identify,  understand,  and address the
myriad of issues  associated with the Y2K problem.  CRLP has identified two main
areas where potential Y2K problems exist: (a) Property  Management  Systems and;
(b) Information Systems.

         Phase One - Assessing CRLP's Y2K Readiness
         As a  result  of  potential  risks  posed  by Y2K  problems  on  CRLP's
operations,  in the early months of 1998,  CRLP formed a Year 2000  Committee to
oversee,  manage,  and implement a Year 2000 Compliance Program (the "Program").
The Committee is comprised of representatives from senior management and various
departments  and  advisors  at the  home and  regional  offices,  including  the
telecommunications,   information  systems,  and  office  services  departments.
Because of the wide-ranging implications of the Y2K problem,  management decided
to carry out the  Program in  multiple  phases  over 1998 and 1999.  Many of the
phases of the Program are being carried out simultaneously.

         The  initial  step in  assessing  CRLP's  Y2K  readiness  consisted  of
identifying  systems  that are  date  sensitive  and,  accordingly,  could  pose
potential Y2K  problems.  The process  included an  examination  of  information
technology and  non-information  technology  systems at CRLP's home and regional
offices and at CRLP's  properties.  The initial step of identifying  systems has
been completed by CRLP's information  services  department and building services
department  through a  combination  of physical  inspections  and  informational
interviews with Company employees.

         Having identified systems that could have a potential Y2K problem, CRLP
is  attempting  to determine  which of the systems  actually have a Y2K problem.
Much of the  required  information  is within  the  exclusive  control of CRLP's
vendors and manufacturers, who are being contacted through standard form letters
and  telephone  calls  requesting  such  information.  In the  case of  property
management systems, a database was compiled for the types of equipment, names of
manufacturers  and model  numbers.  The  following is a summary of the Phase One
results obtained to date.

         Property Management Systems
         CRLP has identified six  categories of property  management  systems in
which it has the most  exposure to  potential  Y2K  problems.  These  categories
include:

o Building automation (e.g.,  energy management,  HVAC) o Security card access o
Fire and life safety o Elevator o Garage revenue control o Office equipment

         In April 1998,  CRLP began  gathering  data from vendors to catalog the
equipment in all of its buildings. To date, approximately 75% of the information
requested  has been  received.  CRLP  does not  expect  to  receive  100% of the
information  requested due to a number of  nonresponsive  vendors or unavailable
information.

         All of the  responses  have  confirmed  that their systems would not be
affected  in an  adverse  way  due to the Y2K  date  change.  The  Y2K  steering
committee is in the process of  evaluating if any of these  property  management
systems  are  mission  critical  in nature and would  have a negative  impact on
CRLP's ability to conduct  business if a failure occurs.  At this time CRLP does
not believe these systems are mission critical.  Regardless, efforts continue to
obtain  additional  evidence  from  vendors  concerning  these  systems  such as
processes followed,  test scripts, and actual findings. Once received, CRLP will
further  evaluate  these  systems and will  determine if it will be necessary to
confirm the information received from the vendors. Due to the positive responses
received CRLP does not feel that this will be necessary.

         Information Systems
         Information systems fall into four general  categories:  Accounting and
property management;  network operating systems; desktop software; and secondary
systems.

         Accounting and Property Management - The general ledger software system
is not  currently  compliant.  New versions  were written and  delivered to CRLP
during the first quarter of 1999.  CRLP found the new versions  would not run in
the current  environment.  The vendor  continues to develop the software systems
and has  represented  to CRLP that it expects to deliver Y2K  compliant  systems
during the early part of the third  quarter.  Upon  receipt,  CRLP will test the
systems and the software  upgrades  and,  assuming that the systems and upgrades
are found to be  operational,  will  install the systems in the third and fourth
quarters with a goal of becoming  fully  compliant  during the early part of the
fourth quarter. While the vendor is revising the systems, CRLP intends to pursue
alternative  software  systems  offered  by  other  vendors.  If CRLP  finds  an
acceptable  alternative software system that is Y2K compliant,  it may implement
that system  instead of the system being revised by CRLP's  current  vendor.  If
CRLP were to implement an alternative  system,  CRLP may be able to achieve full
Y2K compliance as early as the third quarter.

         Network  Operating  Systems  -  Management  believes  that the  network
operating  servers  are  currently  Y2K  compliant  subject to certain  possible
exceptions.  Microsoft Corporation recently announced that Windows NT 4.0, which
CRLP uses, is not Y2K compliant with service pak level III.  However,  Microsoft
has stated that service pak level IV will need to be loaded to become completely
Y2K compliant.  Upgrades of Company network operating systems are expected to be
installed in the second quarter of 1999,  bringing the network operating servers
into full compliance. Management believes that testing of this new software will
not be  necessary,  as it has  already  been  proven in the  industry  to be Y2K
compliant.

         Desktop  Software - Management  has  reviewed  all desktop  systems and
software applications,  identified those that are not in compliance and compiled
a list of necessary upgrades.  Those upgrades have been completed for 95% of the
current systems and are now Y2K compliant.  The remaining upgrades for 5% of the
systems are anticipated to be completed by the end of the first quarter. As part
of the continuing  efforts to be Y2K compliant,  every new system is tested upon
installation.

The status of desktop compliance is as follows:

o Systems (hardware and software) testing - Complete
o Installation of updated  software that also provides Y2K compliance - Complete
o Complete installation/full compliance - Second Quarter 1999

         Secondary   Information  Systems  -  "Secondary"   information  systems
include,  but are not limited to: payroll;  fixed-asset  system; and forecasting
modeling  software,  which  provide  projections  on property  returns and other
items.  Letters have been received confirming Y2K compliance from the vendors of
CRLP's  secondary  systems.  The number of computers  related to these secondary
systems are nominal  and testing is expected to be  completed  by the end of the
second quarter of 1999.

         Telecommunications  Systems - In general,  management believes that the
internal  telephone  systems are not date sensitive and should not be materially
affected by Y2K problems.  A letter has been received from the telephone  system
vendor  confirming Y2K readiness of the voice mail system,  telephone system and
telephone  hardware.  Testing will be completed by the end of the second quarter
of 1999.

         Phase Two - Determining the Cost of Achieving Y2K Readiness and 
                     Implementing the Y2K Action Plan
         During  the last two  years,  costs for new  technology  to ensure  Y2K
readiness,  including  computers,  telephone  systems,  and  software,  has been
approximately $1 million and an additional  $400,000 is estimated to be spent on
property management software upgrades and testing from a third-party  consultant
on  current  secondary  systems.  However,  the  costs  of the  project  and the
completion  date are based on management's  best  estimates,  which are based on
numerous assumptions of future events.

         Phase Three - Assessing the Risks to CRLP of  Noncompliance  Management
         does not believe that the impact of Y2K will have a material
adverse  effect on CRLP's  financial  condition,  results of operations and cash
flows.  Such  belief  is based on  management's  analysis  of the  risks to CRLP
related to CRLP's own potential Y2K problems  discussed above and the assessment
of the Y2K problems of vendors, suppliers, and customers.

         Property Management Systems - Management believes that the Y2K risks to
CRLP's financial condition and operations  associated with a failure of building
management  systems is immaterial due to the fact that each of CRLP's properties
have, for the most part,  separate  building  management  systems.  In addition,
based upon the investigation results received to date, management believes there
is sufficient time to correct those system problems within CRLP's control before
the Year 2000.

         In the event a failure of essential property  management systems occurs
at one or more of CRLP's buildings, whether due to a failure of a Company system
or an interruption of utilities,  management believes that the individual tenant
leases will protect CRLP from claims of constructive  eviction or other remedies
that could result in a  termination  of lease  rights.  It is also  management's
belief  that most of the  leases  eliminate,  limit or  qualify  the rights of a
tenant to  receive an  abatement  under such  circumstances.  Although  there is
always a risk of claims being brought on a noncontractual basis (e.g., in tort),
it is management's belief that CRLP's efforts to identify and solve Y2K problems
will  minimize  such  risk.  CRLP has also  attempted  to  allocate  the risk of
noncompliance to the vendors and  manufacturers  of the property  management and
information  systems by establishing  standard riders and addenda to be attached
to new contracts for systems using time sensitive data.

         Information  Systems - Because  CRLP's major source of income is rental
payments under long-term leases,  the failure of key information  systems is not
expected  to have a  material  adverse  effect  on CRLP's  financial  condition,
results  of  operations,  or cash  flows for its  existing  properties.  Even if
problems with the information systems are experienced, the payment of rent under
leases would not be excused.  However,  the ability of CRLP to produce  complete
and accurate financial  information in a timely fashion could be impaired.  This
situation would affect CRLP's anticipated  development  projects or acquisitions
of new properties. Management expects to correct any information system problems
within CRLP's control before the Year 2000,  thereby  minimizing or avoiding the
increased cost of correcting problems after the fact.

         Our Vendors - The success of CRLP's business is not closely tied to the
operations  of any one  manufacturer,  vendor or supplier.  Accordingly,  if any
manufacturers, vendors or suppliers cease to conduct business due to Y2K related
problems,  management  expects to be able to contract with  alternate  providers
without  experiencing any material adverse effect on CRLP's financial condition,
results of operations, or cash flows.

         Our Customers - Because of a broad customer/tenant base, CRLP's success
is not  closely  tied to the  success  of any  particular  tenant.  Accordingly,
management believes that there should not be a material adverse effect on CRLP's
financial condition,  results of operations,  or cash flows if any tenant ceases
to conduct business due to Y2K related  problems.  CRLP has requested that major
tenants provide periodic updates as to their Y2K readiness.

         Phase Four - Developing Contingency Plans
         CRLP  currently  does not have  contingency  plans in  place;  however,
management expects to develop and implement  contingency plans by the end of the
second quarter of 1999.  CRLP's  contingency plans will be structured to address
both restoration of systems and their components and overall business  operating
risk.  These plans are  intended to mitigate  both  internal  risks,  as well as
potential risks in the supply chain of CRLP's suppliers and customers.
<PAGE>

                                     Page 16
                       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, its Employee Share Option and Restricted Share Plan, and its
Employee  Share  Purchase Plan, in  transactions  that are registered  under the
Securities  Act of 1933,  as amended  (the  "Act").  Pursuant  to CRLP's  Second
Amended and  Restated  Agreement of Limited  Partnership,  each time the Company
issues  Common  Shares  pursuant  to the  foregoing  plans,  CRLP  issues to the
Company,  its general  partner,  an equal  number of limited  partnership  units
("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, 1999,  CRLP issued 170,919 Units
in such transactions for an aggregate of $4.4 million.

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

(b)      Reports on Form 8-K

              The  following  reports  on Form 8-K have been  filed  during  the
quarter ended March 31, 1999:

                  Form 8-K dated February 25, 1999,  reported  certain  property
                  acquisitions  during 1998 up to December 29, 1998,  under Item
                  5, "Other Events."



<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, 1999                       /s/ Howard B. Nelson, Jr.      
                                          --------------------------
                                              Howard B. Nelson, Jr.
                                              Chief Financial Officer
                                             (Duly Authorized Officer
                                              and Principal Financial Officer)



Date:  May 14, 1999                       /s/ Kenneth E. Howell          
                                          ---------------------------
                                              Kenneth E. Howell
                                              Senior Vice President, and
                                              Chief Accounting Officer
                                             (Principal Accounting Officer)

<PAGE>

                                     Page 18
                       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
March 31, 1999 and 1998, was 2.43 and 2.36, respectively.

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

<PAGE>

                                     Page 19




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  April 21,  1999 on our  review of interim
financial  information of Colonial  Realty Limited  Partnership for the quarters
ended March 31, 1999 and 1998 and included in the Partnership's quarterly report
on Form 10-Q for the quarters then ended,  is  incorporated  by reference in the
registration statements on Forms S-3 related to the Shelf Registrations filed on
October  25,  1996  (File  No.  333-14401)  and  December  11,  1997  (File  No.
333-42049).  Pursuant  to Rule 436(c)  under the  Securities  Act of 1933,  this
report should not be considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.




                                               /s/ PricewaterhouseCoopers L.L.P.
                                                   PricewaterhouseCoopers L.L.P.
Birmingham, Alabama
May 14, 1999
<PAGE>