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

                                   FORM 10-Q/A

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


For the Quarterly Period Ended:
       June 30,  1999                           Commission File Number: 0-20707


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



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

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

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



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


Explanatory  note: The registrant is filing this Quarterly Report on Form 10-Q/A
to reflect an adjustment made to previously reported depreciation expense in the
registrant's original report on Form 10-Q as of and for the three and six months
ended June 30, 1999. See Note 6 in the Notes to Consolidated Condensed Financial
Statements for further discussion and the effect of the adjustment.

The  restatement of the original report on Form 10-Q as of and for the three and
six months ended June 30, 1999 does not affect the federal  income tax treatment
of distributions or dividends previously paid to unitholders.



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


                                                                          Page

PART I:  FINANCIAL INFORMATION

  Item 1.  Financial Statements (Unaudited)

           Consolidated Condensed Balance Sheets as of
           June 30, 1999 and December 31, 1998                              3

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

           Consolidated Condensed Statements of Cash Flows
           for the Nine Months Ended June 30, 1999 and 1998                 5

           Notes to Consolidated Condensed Financial Statements             6

           Report of Independent Accountants                               10

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

PART II:  OTHER INFORMATION


  Item 2.  Changes in Securities                                           16

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

SIGNATURES                                                                 17

EXHIBITS                                                                   18

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

<TABLE>
<CAPTION>

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

<S>                                                            <C>          <C>
Land, buildings, & equipment, net                              $1,556,227   $1,566,840
Undeveloped land and construction in progress                     208,436      128,336
Cash and equivalents                                                3,695        4,582
Restricted cash                                                     2,965        2,897
Accounts receivable, net                                           12,343        9,151
Prepaid expenses                                                    2,820        3,116
Notes receivable                                                      727          696
Deferred debt and lease costs, net                                  9,374        9,644
Investment in unconsolidated subsidiaries                          21,778       26,079
Other assets                                                        6,121        5,207
                                                               ----------   ----------

                                                               $1,824,486   $1,756,548
                                                               ==========   ==========


           LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                                    $  917,583   $  909,322
Accounts payable                                                    6,957        8,150
Accounts payable to affiliates                                      4,771        4,670
Accrued interest                                                   12,025       12,051
Accrued expenses                                                   12,404        3,559
Tenant deposits                                                     4,316        4,272
Unearned rent                                                       1,850        2,800
                                                               ----------   ----------

     Total liabilities                                            959,906      944,824
                                                               ----------   ----------

Redeemable units, at redemption value                             300,549      282,597
Preferred units:
     Series A Preferred Units                                     125,000      125,000
     Series B Preferred Units                                     100,000            0
Partners' capital                                                 339,031      404,127
                                                               ----------   ----------
      Total partners' capital                                     564,031      529,127
                                                               ----------   ----------

                                                               $1,824,486   $1,756,548
                                                               ==========   ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>
                       COLONIAL REALTY LIMITED PARTNERSHIP
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per unit data)
                              ---------------------
<TABLE>
<CAPTION>
                                                               Three Months Ended         Six Months Ended
                                                                    June 30,                  June 30,
                                                             ----------------------    ----------------------
                                                                1999         1998         1999         1998
                                                             ----------------------    ----------------------
 Revenue:
<S>                                                          <C>          <C>          <C>          <C>
      Minimum rent                                           $  56,145    $  48,822    $ 110,822    $  96,005
      Percentage rent                                              724          664        1,621        1,442
      Tenant recoveries                                          7,844        6,958       16,268       14,239
      Other                                                      5,188        3,139        8,649        5,957
                                                             ---------    ---------    ---------    ---------

          Total revenue                                         69,901       59,583      137,360      117,643
                                                             ---------    ---------    ---------    ---------

 Property operating expenses:
      General operating expenses                                 5,038        4,396       10,158        8,706
      Salaries and benefits                                      3,565        3,004        7,042        5,873
      Repairs and maintenance                                    6,845        5,598       13,425       11,094
      Taxes, licenses, and insurance                             5,753        5,082       11,872        9,936
 General and administrative                                      2,540        1,363        4,807        3,917
 Depreciation                                                   13,033       10,794       25,921       20,955
 Amortization                                                      557          343        1,082          680
                                                             ---------    ---------    ---------    ---------

          Total operating expenses                              37,331       30,580       74,307       61,161
                                                             ---------    ---------    ---------    ---------

          Income from operations                                32,570       29,003       63,053       56,482
                                                             ---------    ---------    ---------    ---------

 Other income (expense):
      Interest expense                                         (13,505)     (11,612)     (27,459)     (24,191)
      Income from unconsolidated subsidiaries                      477           28          985           37
      Gains from sales of property                                 473           65        3,478           33
      Minority interest in consolidated operating property         (22)         -0-          (82)         -0-
                                                             ---------    ---------    ---------    ---------

          Total other expense                                  (12,577)     (11,519)     (23,078)     (24,121)
                                                             ---------    ---------    ---------    ---------

          Income before extraordinary item                      19,993       17,484       39,975       32,361
 Extraordinary income (loss)                                       115           (5)         115         (400)
                                                             ---------    ---------    ---------    ---------

          Net income                                         $  20,108    $  17,479    $  40,090    $  31,961
 Distributions to preferred unitholders                         (5,003)      (2,735)      (8,625)      (5,469)
                                                             ---------    ---------    ---------    ---------

      Net income available to common unitholders             $  15,105    $  14,744    $  31,465    $  26,492
                                                             =========    =========    =========    =========

 Net income per unit - basic and diluted                     $    0.42    $    0.42    $    0.86    $    0.80
                                                             =========    =========    =========    =========

 Weighted average common units outstanding                      35,967       35,021       36,383       33,240
                                                             =========    =========    =========    =========
</TABLE>
 The accompanying notes are an integral part of these financial statements.

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

                                                                   Six Months Ended
                                                                       June 30,
                                                                ----------------------
                                                                   1999         1998
                                                                ---------    ---------

Cash flows from operating activities:
<S>                                                             <C>          <C>
     Net  income                                                $  40,090    $  31,961
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                             27,003       21,635
         Income from unconsolidated subsidiaries                     (985)         (37)
         Gains from sales of property                              (3,478)         (33)
         Other                                                        580          723
     Decrease (increase) in:
         Restricted cash                                              (68)         (32)
         Accounts and notes receivable                             (3,803)      (1,396)
         Prepaid expenses                                             296          101
         Other assets                                              (1,344)      (1,404)
     Increase (decrease) in:
         Accounts payable                                          (1,092)      (8,513)
         Accrued interest                                             (26)         286
         Accrued expenses and other                                 8,027        6,779
                                                                ---------    ---------
             Net cash provided by operating activities             65,200       50,070
                                                                ---------    ---------

Cash flows from investing activities:
     Acquisition of properties                                    (15,220)    (143,202)
     Development expenditures                                     (83,526)     (33,946)
     Tenant improvements                                           (4,224)      (1,420)
     Capital expenditures                                          (8,315)      (4,714)
     Proceeds from sales of property, net of selling costs         23,586          908
     Distributions from unconsolidated subsidiaries                 6,690           39
     Capital contributions to unconsolidated subsidiaries          (1,404)         (21)
                                                                ---------    ---------
             Net cash used in investing activities                (82,413)    (182,356)
                                                                ---------    ---------

Cash flows from financing activities:
     Principal reductions of debt                                 (10,050)     (11,869)
     Proceeds from additional borrowings                            9,750          -0-
     Net change in revolving credit balances                        8,473       47,524
     Cash contributions                                           101,158      137,185
     Capital distributions                                        (55,358)     (42,088)
     Purchase of treasury units                                   (37,265)         -0-
     Payment of mortgage financing cost                              (382)         (32)
     Other, net                                                       -0-         (400)
                                                                ---------    ---------
             Net cash provided by financing activities             16,326      130,320
                                                                ---------    ---------
             Decrease in cash and equivalents                        (887)      (1,966)
Cash and equivalents, beginning of period                           4,582        4,534
                                                                ---------    ---------
Cash and equivalents, end of period                             $   3,695    $   2,568
                                                                =========    =========

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

<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP
                              NOTES TO CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)


Note 1 -- Basis of Presentation
         Colonial   Realty  Limited   Partnership   ("CRLP")  is  the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment  trust whose  shares are traded on the New York Stock  Exchange.  The
accompanying  unaudited consolidated condensed financial statements of CRLP have
been prepared by management in accordance  with  generally  accepted  accounting
principles for interim financial reporting and in conjunction with the rules and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  all adjustments  considered  necessary for a fair presentation have
been included. These financial statements should be read in conjunction with the
information  included in CRLP's Annual Report as filed with the  Securities  and
Exchange  Commission on Form 10-K for the year ended December 31, 1998, and with
the information  filed with the Securities and Exchange  Commission on Form 10-Q
for the quarter  ended March 31, 1999.  The December 31, 1998 balance sheet data
presented  herein was derived from  audited  financial  statements  but does not
include all disclosures required by generally accepted accounting principles.

         In July 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS 133),  Accounting for Derivative
Instruments  and  Hedging   Activities,   which  addresses  the  accounting  for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  Under SFAS 133, CRLP will be required
to account for derivative  financial  instruments,  if any, at their fair market
value, and make certain required disclosures. CRLP is required to adopt SFAS 133
for all periods beginning after June 15, 2000.

Note 2 -- Acquisitions
         Emmett R. Johnson Building-- On June 22, 1999, CRLP acquired the Emmett
R. Johnson  Building,  a 163,000  square-foot Class A office building located in
Birmingham,  Alabama. The property was built in 1982, renovated in 1995, and was
90%  leased at the time of  acquisition.  The  Emmett R.  Johnson  Building  was
acquired  for a  purchase  price of $16.5  million,  and was  funded  through an
advance on CRLP's unsecured line of credit.

         Colonial  Village at  Haverhill--  On May 1, 1999,  CRLP  acquired  the
remaining 20.2% ownership in Colonial Village at Haverhill, a 322-unit apartment
complex on  approximately  19 acres of land in San  Antonio,  Texas.  On July 1,
1998,  CRLP had acquired 79.8% ownership in Colonial  Village at Haverhill.  The
purchase of the  remaining  20.2%  interest  was funded  through the issuance of
157,140 limited partnership units, valued at approximately $4.2 million.




<PAGE>


Note 3 -- Net Income Per Unit
         The  following  table sets forth the  computation  of basic and diluted
earnings per unit:

<TABLE>
<CAPTION>
                                                                 (Amounts in thousands,
                                                                  except per unit data)
                                               ------------------------------------------------------------
                                                   Three          Three           Six             Six
                                                   Months         Months         Months          Months
                                                   Ended          Ended          Ended           Ended
                                                  June 30,       June 30,       June 30,        June 30,
                                                    1999           1998           1999            1998
                                                 ------------   ------------   ------------    ------------
        Numerator:
         Numerator  for basic and diluted net
         income   per   unit  -  net   income
<S>                                            <C>            <C>            <C>           <C>
         available to common unitholders       $      15,105  $      14,744  $      31,465 $        26,492
                                                 ============   ============   ============    ============

       Denominator:
         Denominator  for  basic  net  income
         per unit - weighted  average  common         35,967         35,021         36,383          33,240
         units
         Effect of dilutive securities:
         Trustee and employee share options               22             53             22              53
                                                 ------------   ------------   ------------    ------------
         Denominator  for  diluted net income
         per   unit   -   adjusted   weighted
         average common units                         35,989         35,074         36,405          33,293
                                                 ============   ============   ============    ============

         Basic net income per unit             $         .42  $         .42  $         .86   $         .80
                                                 ============   ============   ============    ============

         Diluted net income per unit           $         .42  $         .42  $         .86   $         .80
                                                 ============   ============   ============    ============
</TABLE>

Options to purchase  419,348 common shares at a weighted  average exercise price
of $28.72 per share were  outstanding  during 1999 but were not  included in the
computation  of diluted net income per unit because the options'  exercise price
was greater than the average  market price of the common shares and,  therefore,
the effect would be antidilutive.


Note 4 -- Segment Information
         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Retail,  and  Office.  Each  division  has a  separate  management  team that is
responsible for acquiring,  developing,  managing, and leasing properties within
each  division.   The  applicable   accounting  policies  of  the  segments  are
substantially  the  same as  those  described  in the  "Summary  of  Significant
Accounting Policies" in CRLP's 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.


<PAGE>


Management  evaluates the performance of its segments and allocates resources to
them based on NOI.  NOI  consists  of  revenues  in excess of general  operating
expenses,  salaries and wages,  repairs and maintenance,  taxes,  licenses,  and
insurance.  Segment information for the three and six months ended June 30, 1999
and 1998 is as follows:

<TABLE>
<CAPTION>

          As of and for the
         Three Months Ended
            June 30, 1999      Multifamily      Retail       Office       Total
                               -----------   -----------  ----------- ----------
           (in thousands)
<S>                            <C>          <C>          <C>          <C>
Total Divisional Revenues      $   29,232   $   32,837   $    9,690   $   71,759
NOI                                19,323       23,651        6,674       49,648
Divisional assets                 813,158      748,604      273,022    1,834,784
--------------------------------------------------------------------------------
         Three Months Ended
            June 30, 1998      Multifamily      Retail       Office       Total
                               -----------   -----------  ----------- ----------
           (in thousands)
Total Divisional Revenues      $   24,929   $   27,223   $    7,463   $   59,615
NOI                                16,528       19,647        5,420       41,595
--------------------------------------------------------------------------------

          Six Months Ended
            June 30, 1999      Multifamily      Retail       Office       Total
                               -----------   -----------  ----------- ----------
           (in thousands)
Total Divisional Revenues      $   57,303   $   64,870   $   19,512   $  141,685
NOI                                37,486       46,161       13,648       97,295
--------------------------------------------------------------------------------

          Six Months Ended
            June 30, 1998      Multifamily      Retail       Office       Total
                               -----------   -----------  ----------- ----------
           (in thousands)
Total Divisional Revenues      $   49,076   $   53,255   $   14,973   $  117,304
NOI                                32,788       38,180       10,887       81,855
--------------------------------------------------------------------------------

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


         A  reconciliation  of total segment  revenues to total revenues,  total
segment NOI to income from  operations,  for the three and six months ended June
30, 1999 and 1998, and total divisional assets to total assets,  for the periods
ended June 30, 1999 and December 31, 1998, is presented below:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                     As of and for the     As of and for the      As of and for the     As of and for the
                                    Three Months Ended     Three Months Ended     Six Months Ended      Six Months Ended
(in thousands)                         June 30, 1999         June 30, 1998          June 30, 1999         June 30, 1998
Revenues
-------------------------------------------------------------------------------  --------------------  --------------------
<S>                                             <C>                   <C>                  <C>                   <C>
Total divisional revenues                       $ 71,759              $ 59,615             $ 141,685             $ 117,304
Unallocated corporate revenues                       541                    35                   742                   474
Partially-owned subsidiaries                      (2,399)                  (67)               (5,067)                 (135)
-------------------------------------------------------------------------------  --------------------  --------------------
    Total Revenues                              $ 69,901              $ 59,583             $ 137,360             $ 117,643
-------------------------------------------------------------------------------  --------------------  --------------------

NOI
-------------------------------------------------------------------------------  --------------------  --------------------
Total divisional NOI                            $ 49,648              $ 41,595              $ 97,295              $ 81,855
Unallocated corporate revenues                       541                    35                   742                   474
Partially-owned subsidiaries                      (1,540)                  (41)               (3,129)                  (81)
General and administrative expenses               (2,540)               (1,362)               (4,807)               (3,917)
Depreciation                                     (13,033)              (10,794)              (25,921)              (20,955)
Amortization                                        (557)                 (343)               (1,082)                 (680)
Other                                                 51                   (85)                  (45)                 (214)
-------------------------------------------------------------------------------  --------------------  --------------------
-------------------------------------------------------------------------------  --------------------  --------------------
    Income from operations                      $ 32,570              $ 29,005              $ 63,053              $ 56,482
---------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                                   For the Period Ended   For the Period Ended
Assets                                 June 30, 1999       December 31, 1998
-------------------------------------------------------------------------------
Total divisional assets                      $ 1,834,784           $ 1,766,989
Unallocated corporate assets (1)                  50,226                49,149
Partially-owned subsidiaries                     (60,524)              (60,689)
-------------------------------------------------------------------------------
    Total assets                             $ 1,824,486           $ 1,755,449
-------------------------------------------------------------------------------

(1) Includes the Company's  investment in partially owned entities of $20,685 as
    of June 30, 1999, and 25,181 as of December 31, 1998.
</TABLE>


Note 5 -- Subsequent Events

         Quarterly Distributions
         On July 22, 1999, a cash  distribution was declared to partners of CRLP
in the amount of $0.58 per unit,  totaling $20.3 million.  The  distribution was
declared to  partners of record as of August 2, 1999,  and was paid on August 9,
1999.

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


Note 6 - Restatement of Previously Issued Quarterly Information

          Land,  buildings,   and  equipment,   partners'  capital,  net  income
available  to common  unitholders,  and net income per common unit as of and for
the three and six months ended June 30, 1999 have been  revised from  previously
reported   results  to  reflect  an  adjustment  made  to  previously   reported
depreciation expense. The effect of this adjustment is an increase in net income
available to common  unitholders and net income per unit, and an increase to net
land, buildings, and equipment and partners' capital as of and for the three and
six months ended June 30, 1999.

          The adjustment results in the following changes to CRLP's Consolidated
Condensed Balance Sheet and Consolidated  Condensed  Statement of Income for the
Three and Six-Month Periods Ended June 30, 1999:

<TABLE>
<CAPTION>
($ in thousands, except per share data)

                                                           Three Months Ended                    Six Months Ended
                                                              June 30, 1999                        June 30, 1999
                                                       Previously            As             Previously            As
                                                        Reported          Restated           Reported          Restated
                                                        ---------------------------------------------------------------
<S>                                                    <C>               <C>               <C>                <C>
Land, buildings, and equipment, net                    $1,553,739        $1,556,227        $1,553,739         $1,556,227
Partners' capital                                         336,543           339,031           336,543            339,031

Net income available to common
   unitholders                                             13,490            15,105            28,977             31,465
Net income per common unit                                 $ 0.38            $ 0.42            $ 0.80             $ 0.86
</TABLE>


<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 June 30, 1999,
and the related consolidated  condensed statements of income for the three-month
and  six-month  periods  ended  June 30,  1999 and  1998,  and the  consolidated
condensed statements of cash flows for the six-month periods ended June 30, 1999
and 1998. These financial statements are the responsibility of the Partnership's
management.

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

          Based on our review, after giving effect to the restatement  described
in Note 6, we are not aware of any material modifications that should be made to
the accompanying  consolidated  condensed financial statements for them to be in
conformity with generally accepted accounting principles.

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



                                                 /s/ PricewaterhouseCoopers LLP
                                                     PricewaterhouseCoopers LLP

Birmingham, Alabama
July 19, 1999, except for Note 6, as to
which the date is November 15, 1999
<PAGE>


                       COLONIAL REALTY LIMITED PARTNERSHIP


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

General
         Colonial  Realty  Limited  Partnership  ("CRLP"),  a  Delaware  limited
partnership,  is the operating  partnership  of Colonial  Properties  Trust,  an
Alabama real estate  investment trust (the "Company") whose shares are listed on
the  New  York  Stock  Exchange.  The  Company  is  engaged  in  the  ownership,
development,  management,  and leasing of multifamily communities,  retail malls
and shopping centers,  and office buildings.  The Company is organized as a real
estate investment trust (REIT) and owns and operates  properties in eight states
in the Sunbelt  region of the United  States.  As of June 30, 1998,  CRLP's real
estate portfolio consisted of 51 multifamily communities,  40 retail properties,
and 18 office properties.

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

         The  following   discussion   should  be  read  in   conjunction   with
management's  discussion  and  analysis of  financial  condition  and results of
operations and all of the other  information  appearing in CRLP's 1998 Financial
Statements as filed with the Securities and Exchange Commission on Form 10-K and
with the financial statements included therein and the notes thereto.

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



<PAGE>


Results of Operations -- Three Months Ended June 30, 1999 and 1998   Revenue --
          Total revenue  increased by $10.3  million,  or 17.3%,  for the second
quarter of 1999 when  compared to the second  quarter of 1998.  The  majority of
this  increase,  $8.3  million,  represents  revenues  generated  by  properties
acquired or developed  during 1999 and the second half of 1998,  net of revenues
from properties disposed of in 1998. The remaining increase primarily relates to
increases in rental rates at existing  properties,  certain lease  cancellations
that occurred during the second quarter of 1999, and income  associated with the
exchange of certain parcels of land

         Operating  Expenses  --  Total  operating  expenses  increased  by $6.8
million,  or 22.1%,  for the second  quarter of 1999 when compared to the second
quarter  of 1998.  The  majority  of this  increase,  $4.2  million,  relates to
additional  operating expenses  associated with properties that were acquired or
developed  during 1999 and the second half of 1998,  net of  operating  expenses
associated with properties disposed of in 1998. The remaining increase primarily
relates to increases in operating expenses at existing properties.

         Other Income and Expense -- Interest expense increased by $1.8 million,
or 16.3%,  for the second quarter of 1999 when compared to the second quarter of
1998.  The  increase  in  interest  expense  is  primarily  attributable  to the
assumption  of  acquisition-related  debt,  and the  increased  usage of  CRLP's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.

Results of Operations -- Six Months Ended June 30, 1999 and 1998
         Revenue -- Total revenue increased by $19.7 million,  or 16.8%, for the
six months  ended June 30, 1999 when  compared to the six months  ended June 30,
1998.  The  majority  of  this  increase,  $17.5  million,  represents  revenues
generated by properties acquired or developed during 1999 and the second half of
1998,  net of  revenues  from  properties  disposed  of in 1998.  The  remaining
increase primarily relates to increases in rental rates at existing  properties,
certain lease  cancellations  that occurred  during 1999, and income  associated
with the exchange of certain parcels of land.

         Operating  Expenses  -- Total  operating  expenses  increased  by $13.1
million,  or 21.5%,  for the six months ended June 30, 1999 when compared to the
six months ended June 30, 1998.  The majority of this  increase,  $9.2 million,
relates to additional  operating  expenses  associated with properties that were
acquired or developed  during 1999 and the second half of 1998, net of operating
expenses  associated with properties disposed of in 1998. The remaining increase
primarily relates to increases in operating expenses at existing  properties and
overall  increases in corporate  overhead and personnel  costs  associated  with
CRLP's continued growth.

         Other Income and Expense -- Interest expense increased by $3.3 million,
or 13.5%, for the six months ended June 30, 1999 when compared to the six months
ended June 30, 1998. The increase in interest expense is primarily  attributable
to the assumption of acquisition-related debt, and the increased usage of CRLP's
revolving credit agreement in conjunction with the financing of acquisitions and
developments.

Liquidity and Capital Resources
         During the second  quarter of 1999,  CRLP invested $61.9 million in the
acquisition and development of properties. CRLP financed this growth through the
issuance of preferred units,  advances on its bank line of credit, and cash from
operations.  As of June 30,  1999,  CRLP had an  unsecured  bank  line of credit
providing for total borrowings of $250 million.  The line, which is used by CRLP
primarily to finance property  acquisitions  and development,  bears interest at
LIBOR plus 80-135 basis points,  based on the Company's investment grade rating,
and is renewable in July 2000 and  provides for a two-year  amortization  in the
case of 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 June 30, 1999, was $182.9 million.

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

Common Unit Repurchase Program
         During 1999, the Board of Trustees authorized a unit repurchase program
under which the  Company  may  repurchase  up to $100  million of its  currently
outstanding  common units from time to time at the  discretion  of management in
open market and negotiated transactions.  During the second quarter of 1999, the
Company  repurchased  756,179  units at an all-in  cost of  approximately  $20.5
million.  For the  six-month  period  ended  June  30,  1999,  the  Company  has
repurchased  1,407,365 units at an all-in cost of  approximately  $37.1 million,
which represents an average purchase price of $26.38 per unit.

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

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

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

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

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

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

         Information Systems
         The general ledger  software  system  currently used by CRLP is not Y2K
compliant.  New  versions of the  software  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 is expects to deliver Y2K  compliant  systems
during the Third Quarter of 1999.

         However,  CRLP has signed a contract  with another  software  vendor to
implement a Y2K compliant software package.  CRLP has installed the software and
expects the testing phase to be completed during the Third Quarter of 1999. CRLP
anticipates  achieving full Y2K compliance late in the Third Quarter or early in
the Fourth  Quarter  of 1999.  The cost of  implementing  this new  software  is
estimated to be approximately $700,000.

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

         As of July 31, 1999,  CRLP has incurred  approximately  $1.7 million in
costs to analyze and prepare for the Year 2000 issue.  CRLP currently  estimates
that  it  will  incur  additional  costs,  which  are  not  expected  to  exceed
approximately $200,000 to complete its Year 2000 compliance work.

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


<PAGE>



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

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


                       COLONIAL REALTY LIMITED PARTNERSHIP
                          PART II -- OTHER INFORMATION



Item 2.  Changes in Securities.

         The  Company  from time to time  issues  common  shares  of  beneficial
interest  ("Common  Shares")  pursuant to its  Dividend  Reinvestment  and Share
Purchase Plan,  its  Non-Employee  Trustee Share Option Plan,  its  Non-Employee
Trustee Share Plan, and its Employee Share Option and Restricted  Share Plan, in
transactions  that are  registered  under the Securities Act of 1933, as amended
(the "Act"). Pursuant to CRLP's Second Amended and Restated Agreement of Limited
Partnership,  each  time  the  Company  issues  Common  Shares  pursuant  to the
foregoing plans, CRLP issues to Colonial  Properties Trust, its general partner,
an equal  number of Units for the same  price at which the  Common  Shares  were
sold,  in  transactions  that are not  registered  under the Act in  reliance on
Section 4(2) of the Act.  During the quarter  ended June 30,  1999,  CRLP issued
4,080 Units in such transactions for an aggregate of $0.1 million.

         During the second quarter of 1999, CRLP  repurchased a total of 100,879
Units from two limited partners for an aggregate purchase price of $2.7 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

               27.    Financial Data Schedule (EDGAR Version Only)

(b)      Reports on Form 8-K




<PAGE>


                                   SIGNATURES


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


                                            COLONIAL REALTY LIMITED PARTNERSHIP,
                                                 a Delaware limited partnership

                                            By:   Colonial Properties Trust,
                                                  its general partner




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



Date:  November 15, 1999                       /s/ Kenneth E. Howell
                                               ----------------------------
                                               Kenneth E. Howell
                                               Senior Vice President and
                                               Chief Accounting Officer
                                              (Principal Accounting Officer)


<PAGE>



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



         CRLP's  ratio of earnings to fixed  charges for the three  months ended
June  30,  1999 and  1998,  was 1.94 and  2.16,  respectively.  CRLP's  ratio of
earnings to fixed  charges for the six months ended June 30, 1999 and 1998,  was
1.90 and 2.06, respectively.

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

<PAGE>

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



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


We are aware that our report dated July 19, 1999, except for Note 6, as to which
the date is November 15, 1999, on our review of interim financial information of
Colonial Realty Limited  Partnership  for the three-month and six-month  periods
ended June 30, 1999 and 1998 and included in the Partnership's  quarterly report
on Form 10-Q for the periods  then ended,  is  incorporated  by reference in the
registration  statement on Form S-3 related to the Shelf  Registration  filed on
December  11,  1997 (File No.  333-42049).  Pursuant  to Rule  436(c)  under the
Securities  Act of 1933,  this  report  should not be  considered  a part of the
registration  statement  prepared  or  certified  by us within  the  meaning  of
Sections 7 and 11 of that Act.




                                                /s/ PricewaterhouseCoopers LLP
                                                    PricewaterhouseCoopers LLP

Birmingham, Alabama
November 15, 1999

<PAGE>