Exhibit 10.13.1


                          FIRST SUPPLEMENTAL INDENTURE


         This FIRST  SUPPLEMENTAL  INDENTURE dated as of December 31, 1998 (this
"First Supplemental  Indenture") is between COLONIAL REALTY LIMITED PARTNERSHIP,
a Delaware limited  partnership (the "Company")  having its principal  executive
office at 2101 Sixth Avenue North,  Suite 750,  Birmingham,  Alabama 35203,  and
BANKERS  TRUST  COMPANY,  a New York banking  corporation,  as trustee under the
Indenture referred to below (in such capacity, the "Trustee").

WITNESSETH:

         WHEREAS, the Trustee and the Company are parties to the Indenture dated
as of July 22, 1996 (the  "Indenture"),  pursuant to which the Company may issue
from time to time its unsecured debt securities (the  "Securities") in unlimited
principal amount;

         WHEREAS,  in connection with the Agreement and Articles of Merger dated
as of December  31, 1998 by and between  Colonial  Properties  Holding  Company,
Inc.,  an  Alabama  corporation  and the sole  general  partner  of the  Company
("CPHC"), and Colonial Properties Trust, an Alabama real estate investment trust
("Colonial"),  which provides for the merger effective December 31, 1998 of CPHC
with and into Colonial,  with Colonial being the surviving entity of such merger
(the  "Merger"),  the Company  desires to supplement the Indenture in accordance
therewith  to evidence  Colonial's  succession,  through  the Merger,  to CPHC's
interest  as the sole  general  partner of the  Company  and to conform  certain
definitions used in the Indenture;

         WHEREAS,  Section 9.01(9) of the Indenture  permits the Company and the
Trustee to cure any  ambiguity  or correct or  supplement  any  provision in the
Indenture  which may be  defective  or  inconsistent  with any  other  provision
thereof,  or to make any other  provisions  with respect to matters or questions
arising under the Indenture which shall not be inconsistent  with the provisions
of the  Indenture,  provided  such  provisions  shall not  adversely  affect the
interests of any of the Holders (as defined in the  Indenture)  of Securities of
any series or any related coupons in any material respect;

         WHEREAS, in the opinion of the Board of Directors of CPHC, as evidenced
by a  Board  Resolution  delivered  to the  Trustee  on  the  date  hereof,  the
provisions in this First Supplemental Indenture will not modify any provision of
the  Indenture so as to deprive the Holders of any Security  Outstanding  of any
benefit provided by the Indenture or otherwise adversely affect the interests of
any of the Holders in any respect;

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  Company  and the  Trustee
mutually  covenant  and agree,  for the equal and  proportionate  benefit of all
Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.  DEFINITIONS

(a) For all purposes of this First Supplemental  Indenture,  except as otherwise
expressly provided or unless the context otherwise requires:

the terms  defined in this Article  have the  meanings  assigned to them in this
Article, and include the plural as well as the singular;

the words  "herein,"  "hereof,"  "hereto"  and  "hereunder"  and other  words of
similar import refer to the Indenture and this First Supplemental Indenture as a
whole and not to any particular Article, Section or other subdivision; and

capitalized terms are used herein as they are defined in the Indenture.

(b) The term "Board of Directors" and the definition  thereof are hereby deleted
from Section 101 of the Indenture.

(c) The term "CPHC" and the  definition  thereof are hereby deleted from Section
101 of the Indenture.

(d) The following defined term is hereby added to Section 101 of the Indenture:

"Board of  Trustees"  means the board of trustees  of  Colonial,  the  executive
committee or any  committee of that board  authorized to act  hereunder,  as the
case may be.

(e) The following  capitalized,  boldface terms  appearing in Section 101 of the
Indenture are hereby redefined as follows:

(1) "Board  Resolution"  means a copy of a resolution of Colonial,  certified by
the Secretary or an Assistant Secretary of Colonial to have been duly adopted by
the Board of  Trustees  and to be in full  force and  effect on the date of such
certification, and delivered to the Trustee.

(2)  "Colonial"  means  Colonial   Properties  Trust,  an  Alabama  real  estate
investment trust and the sole general partner of the Company.

(3) "Company Request" and "Company Order" mean, respectively,  a written request
or order  signed in the name of and on behalf of the Company by the  Chairman of
the  Board,  the  President  or a Vice  President,  and by the  Treasurer  or an
Assistant  Treasurer,  the Secretary or an Assistant  Secretary of Colonial,  as
general partner of the Company, and delivered to the Trustee.

(4) "Officers'  Certificate"  means a certificate  signed by the Chairman of the
Board,  the  President or a Vice  President and by the  Treasurer,  an Assistant
Treasurer,  the  Secretary  or an Assistant  Secretary  of Colonial,  as general
partner of the Company, and delivered to the Trustee.

(5) "Opinion of Counsel" means a written opinion of counsel,  who may be counsel
for the Company or who may be an employee  of or other  counsel for  Colonial or
the Company and who shall be reasonably satisfactory to the Trustee.

SECTION 102.  EFFECT OF HEADINGS AND TABLE OF CONTENTS
 .  The Article and Section headings herein are for convenience only and shall 
   not affect the construction hereof.

SECTION 103.  SUCCESSORS AND ASSIGNS
 . All stipulations, promises and agreements in this First Supplemental Indenture
shall bind the successors and assigns of the Company and the Trustee, whether so
expressed or not.

SECTION 104.  SEPARABILITY CLAUSE
 . In case any provision in this First  Supplemental  Indenture shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 105.  BENEFITS OF INDENTURE
 . Nothing in this First Supplemental  Indenture,  express or implied, shall give
to any Person,  other than the parties  hereto and their  successors and assigns
hereunder  and the  Holders of  Securities,  any  benefit or legal or  equitable
right, remedy or claim under this First Supplemental Indenture.

SECTION 106.  GOVERNING LAW
 . This First  Supplemental  Indenture  shall be  governed  by and  construed  in
accordance with the laws of the State of New York.

SECTION 107.  EFFECTIVENESS
 .  This First Supplemental Indenture shall take effect at the effective time of
the Merger.

ARTICLE TWO

The first  sentence  of  Section  111 of the  Indenture  is hereby  amended  and
restated to read as follows:

                  SECTION 111. NON-RECOURSE.  Notwithstanding anything contained
herein to the contrary,  no recourse under or upon any  obligation,  covenant or
agreement  contained in this Indenture,  in any Security or coupon  appertaining
thereto, or because of any indebtedness  evidenced thereby  (including,  without
limitation,  any  obligation  or  indebtedness  relating to the principal of, or
premium or  Make-Whole  Amount,  if any,  interest or any other  amounts due, or
claimed to be due, on any  Security  issued  hereunder),  or for any claim based
thereon or otherwise in respect  thereof,  shall be had (i) against  Colonial or
any other  partner in the  Company,  (ii)  against  Colonial or any other Person
which owns an interest, directly or indirectly, in any partner in the Company or
(iii)  against any  promoter,  as such,  or against any past,  present or future
shareholder,  officer,  director or partner, as such, of the Company or Colonial
or of any successor,  either  directly or through the Company or Colonial or any
successor,  under any rule of law, statute or constitutional provision or by the
enforcement  of any  assessment  or by any  legal  or  equitable  proceeding  or
otherwise,  all such  liability  being  expressly  waived  and  released  by the
acceptance  of the  Securities  by  the  Holders  thereof  and  as  part  of the
consideration for the issue of the Securities.


ARTICLE THREE

THE SECURITIES

         SECTION  301.  The last  sentence  of Section 301 of the  Indenture  is
hereby amended and restated to read as follows:

If any of the terms of the  Securities of any series are  established  by action
taken pursuant to one or more Board Resolutions, a copy of an appropriate record
of such action(s) shall be certified by the Secretary or an Assistant  Secretary
of Colonial on behalf of the Company and delivered to the Trustee at or prior to
the  delivery  of the  Officers'  Certificate  setting  forth  the  terms of the
Securities of such series.

SECTION 302. The first two paragraphs of Section 303 of the Indenture are hereby
amended and restated to read as follows:

The  Securities  and any coupons  appertaining  thereto shall be executed by the
Chairman of the Board,  the  President  or one of the Vice  Presidents,  and the
Chief  Financial  Officer of Colonial,  as general  partner of the Company.  The
signature of any of these  officers on the  Securities and coupons may be manual
or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

Securities or coupons bearing the manual or facsimile  signatures of individuals
who were at any time the proper officers of Colonial or any predecessor  general
partner of the  Company,  including,  without  limitation,  Colonial  Properties
Holding  Company,  Inc.,  shall  bind the  Company,  notwithstanding  that  such
individuals  or any of them  have  ceased  to hold  such  offices  prior  to the
authentication  and delivery of such Securities and did not hold such offices at
the date of such Securities or coupons.

ARTICLE FOUR

THE TRUSTEE

         Section  602(2) of the Indenture is hereby amended and restated to read
as follows:

(2)  any  request  or  direction  of  the  Company  mentioned  herein  shall  be
sufficiently  evidenced  by a Company  Request  or  Company  Order  (other  than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee for  authentication  and delivery pursuant to Section 303 which shall be
sufficiently  evidenced as provided  therein) and any resolution of the Board of
Trustees may be sufficiently evidenced by a Board Resolution.



                  This  First  Supplemental  Indenture  may be  executed  in any
number  of  counterparts,  each of which so  executed  shall be  deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.


                  IN WITNESS  WHEREOF,  the Company and the Trustee  have caused
this First  Supplemental  Indenture  to be duly  executed as of the day and year
first above written.





COLONIAL REALTY LIMITED PARTNERSHIP



By: Colonial Properties Holding Company, Inc.,

its general partner

By: /s/ Howard B. Nelson, Jr
Name: Howard B. Nelson, Jr.
Title: Chief Financial Officer and Secretary