UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 2001 OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from  __________________  to
     _______________


                         Commission File Number 0-20707

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

          Delaware                                      63-1098468
   (State of organization)                           (I.R.S. employer
                                                     identification no.)

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

Registrant's  telephone number,  including area code: (205) 250-8700  Securities
registered pursuant to Section 12(b) of the Act:

   Title of each class              Name of each exchange on which registered
   -------------------              -----------------------------------------
     Not applicable                              Not applicable

Securities  registered  pursuant to Section  12(g) of the Act:  Class A Units of
Limited Partnership Interest

         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 and (2) has been  subject to such  filing
requirements for the past 90 days. YES _X_ NO ___

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |_|

         Documents Incorporated by Reference

         None.



<PAGE>



                                     PART I

Item 1.           Business.

         As used herein,  the terms "CRLP" and "Operating  Partnership"  include
Colonial Realty Limited  Partnership,  a Delaware limited  partnership,  and its
subsidiaries  and other  affiliates  (including,  Colonial  Properties  Services
Limited  Partnership  and  Colonial  VRS L.L.C.) or, as the context may require,
Colonial  Realty Limited  Partnership  only. As used herein,  the term "Company"
includes Colonial Properties Trust, an Alabama real estate investment trust, and
one or more of its subsidiaries and other affiliates  (including CRLP,  Colonial
Properties Services Limited Partnership and Colonial Properties Services,  Inc.)
or, as the context may require,  Colonial Properties Trust only. As used herein,
the terms "we", "us", and "our" refer to Colonial Realty Limited Partnership.

         This  annual  report on Form  10-K  contains  certain  "forward-looking
statements",   including  but  not  limited  to   anticipated   timetables   for
acquisitions,   developments  and  expansions,   expected   economic  growth  in
geographic  markets where CRLP owns or expects to own properties,  and plans for
continuing  CRLP's  diversified  strategy.  These  statements  involve risks and
uncertainties  that may cause actual  results to be  materially  different  from
those  anticipated.  Prospective  investors  should  specifically  consider,  in
connection  with these  forward-looking  statements,  the various  risk  factors
identified  herein and in CRLP's  filings with the SEC, which could cause actual
results  to  differ,   including  downturns  in  local  or  national  economies,
competitive  factors, the availability of suitable properties for acquisition at
favorable prices, and other risks inherent in the real estate business.

         CRLP is the Operating  Partnership of the Company,  which is one of the
largest  owners,  developers  and  operators of  multifamily,  retail and office
properties  in the  Sunbelt  region  of the  United  States.  The  Company  is a
fully-integrated  real estate company,  whose activities  include ownership of a
diversified  portfolio of 108  properties  as of December  31, 2001,  located in
Alabama,  Florida,  Georgia,   Mississippi,   North  Carolina,  South  Carolina,
Tennessee,  Texas, and Virginia,  development of new properties,  acquisition of
existing properties, build-to-suit development, and the provision of management,
leasing,  and brokerage  services for commercial real estate. As of December 31,
2001,  CRLP owned 49  multifamily  apartment  communities  containing a total of
16,256  apartment units (the  "Multifamily  Properties"),  17 office  properties
containing a total of approximately 3.5 million square feet of office space (the
"Office  Properties"),  42 retail properties containing a total of approximately
14.9 million square feet of retail space (the "Retail Properties"),  and certain
parcels of land  adjacent to or near certain of these  properties  (the "Land").
(The Multifamily Properties,  the Office Properties,  the Retail Properties, and
the Land are referred to collectively as the  "Properties").  As of December 31,
2001,  the  Multifamily  Properties,  the  Office  Properties,  and  the  Retail
Properties that had achieved stabilized  occupancy were 93%, 92% and 90% leased,
respectively.

         CRLP's executive offices are located at 2101 Sixth Avenue North,  Suite
750, Birmingham, Alabama, 35203 and its telephone number is (205) 250-8700. CRLP
was formed in Delaware on August 6, 1993.

Formation of the Company and the Operating Partnership

         The Company  and the  Operating  Partnership  were formed to succeed to
substantially  all of the  interests of Colonial  Properties,  Inc.,  an Alabama
corporation  ("Colonial"),  its  affiliates  and  certain  other  entities  in a
diversified  portfolio of multifamily,  office, and retail properties located in
Alabama, Florida, and Georgia and to the development,  acquisition,  management,
leasing, and brokerage businesses of Colonial.

         On September 29, 1993,  (i) the Company  consummated  an initial public
offering (the "IPO") of 8,480,000 of its common  shares of beneficial  interest,
$.01 par value per  share  ("Common  Shares"),  (ii) the  Operating  Partnership
assumed  ownership of 36  Properties  (or  interests  therein) held by Thomas H.
Lowder,  James K. Lowder,  Robert E. Lowder, and their mother,  Catherine Lowder
(the "Lowder family"),  and third-party  partners of the Lowder family,  and the
operating businesses of Colonial, (iii) the Company transferred to the Operating
Partnership,  in exchange for 8,480,000 units of limited partnership interest in
the Operating  Partnership ("OP Units"),  (iv) the Operating  Partnership repaid
approximately $150.2 million of indebtedness and prepayment penalties associated
therewith  secured  by  certain  of  the  Properties,   and  (v)  the  Operating
Partnership  established  a $35.0 million line of credit with  SouthTrust  Bank,
which has since been increased to $300.0 million, to fund development activities
and property acquisitions and for general corporate purposes (collectively,  the
"Formation Transactions").


<PAGE>




Recent Developments

         Since the Company's IPO, CRLP has acquired new properties  representing
a total investment of over $1.3 billion.

         Multifamily  Properties--During 2001, CRLP completed development of 440
apartment  units in two  multifamily  communities  and acquired land on which it
intends to develop additional multifamily communities.  The aggregate investment
in the multifamily  developments  during 2001 was $39.0 million.  As of December
31,  2001,  CRLP has 544  apartment  units in 3  multifamily  communities  under
development  or  redevelopment.  Management  anticipates  that the 3 multifamily
projects will be completed during 2002. Management estimates that it will invest
an additional $3.3 million to complete these multifamily communities.

         Office  Properties--During 2001, CRLP increased its office portfolio by
318,161 square feet with the development of two office  buildings.  In addition,
CRLP began  development  on two  office  properties  in  Orlando,  Florida.  The
aggregate  investment in the office  developments during 2001 was $57.5 million.
Management estimates that it will invest an additional $33.0 million to complete
these properties.

         Retail Properties--During 2001, CRLP completed the redevelopment of two
retail properties, and began the development of one community shopping center in
Birmingham,  Alabama. The aggregate investment in the retail developments during
2001 was $61.0 million. Management anticipates that it will invest an additional
$11.4 million to complete the retail development.

         Restructuring of Colonial  Properties  Services,  Inc.--In August 2001,
the Company  acquired all of the voting and non-voting  common stock of Colonial
Properties Services,  Inc. ("CPSI") for $4,000 that it did not already own. As a
result, CPSI is now a wholly-owned subsidiary of CRLP.

         Third  Party  Development--In  September  2001,  CRLP  entered  into an
agreement  pursuant to which CRLP will provide  development and other consulting
services  to a  third-party  developer  of a $30  million  multifamily  property
located in Raleigh, North Carolina.  CRLP will act as the leasing and management
agent for the property. In addition,  CRLP has guaranteed a $3.3 million working
capital loan obtained by three principals of the developer. This loan matures on
August 2, 2002 and may be extended until August 2, 2004 if specified  conditions
are met. CRLP will receive a fee in return for this guaranty. CRLP has the right
of first refusal to purchase this  property  should the developer  elect to sell
it.

       Orlando  Fashion Square Joint  Venture--In  October 1998, CRLP sold a 50%
interest in our  Orlando  Fashion  Square  retail  property  located in Orlando,
Florida to a third party and subsequently entered into a joint venture agreement
with the third  party  relating to the  management  of the  property.  The joint
venture  agreement  gives the third  party the  right,  which  became  effective
December  28,  2001,  to  convert  its 50%  interest  in the  property  into the
Company's  common  shares  if  specified  terms  and  conditions  are  met.  The
conversion  value of the interest  would be determined at the time of conversion
in accordance  with  procedures  set forth in the joint venture  agreement,  and
would be net of the third party's pro rata share of any indebtedness  secured by
the  property.  As of December  31,  2001,  the property was subject to mortgage
indebtedness in the amount of $65 million.  Based on the terms and conditions of
the conversion  feature,  CRLP continues to believe that it is unlikely that the
third party will convert its interest into the Company's common shares.

       Sale  of  Common  Shares--On  February  25,  2002,  the  Company  sold an
aggregate of 570,381 common shares for an aggregate net proceed of approximately
$17.7  million in two separate  transactions.  The Company sold 260,710 of these
common  shares at the  purchase  price of $33.17  per  share,  before  deducting
underwriting  fees,  to Salomon  Smith  Barney Inc. who  deposited  these common
shares  with the  Trustee of the Equity  Focus  Trusts  REIT  Portfolio  Series,
2002-A.  In addition,  the Company sold the remaining  299,670  common shares to
Cohen & Steers Quality Income Realty Fund,  Inc. at the purchase price of $33.17
per share, before deducting placement agent fees paid to Merrill Lynch who acted
as the Company's placement agent.

         The  following  is a summary of CRLP's  acquisition,  disposition,  and
development activity in 2001.


<PAGE>



Acquisition and Disposition Activity

         During  2001,  CRLP  disposed  of a  total  of nine  properties  for an
aggregate  sale price of $83.5 million and certain land and  outparcels for $5.3
million.

         Between  August 2001 and  September  2001,  CRLP sold four  Multifamily
Properties located in Macon,  Georgia,  Mobile,  Alabama,  Auburn,  Alabama, and
Savannah,  Georgia that  contained  701 units in the  aggregate for a total sale
price of approximately $21.2 million.

         In September 2001, CRLP sold two Retail Properties  located in Florida,
representing 304,168 square feet for a total sale price of $19.3 million.

         In  October  2001,  CRLP  sold  one  Multifamily  Property  located  in
Bradenton,  Florida  that  contained  376 units for a total  sale price of $23.7
million.

         In November 2001, CRLP sold one Office Property  located in Birmingham,
Alabama  that  contained  34,357  square  feet for a total  sales  price of $3.8
million.

         In December 2001, CRLP sold one Multifamily  Property located in Macon,
Georgia  that  contained  296 units  for a sales  price of  approximately  $15.5
million,  $11.6  million  of which  was  paid in the  form of a note  receivable
payable in three months and the remainder of which was paid in cash.

         There were no property acquisitions in 2001.

Development Activity

         During 2001,  CRLP completed  development of 440 new apartment units in
two  multifamily  communities  and acquired  land on which it intends to develop
additional  multifamily  communities during 2002 and 2003. The aggregate cost of
this  multifamily  development  activity  during 2001 was $39.0  million.  As of
December 31, 2001, CRLP had 544 apartment units in three multifamily communities
under  development  or  redevelopment.  Management  anticipates  that the  three
multifamily projects will be completed during 2002. Management expects to invest
an  additional  $3.3  million  over this  period to complete  these  multifamily
projects.

         During  2001,  CRLP  completed  development  of two  office  buildings,
representing 318,161 square feet, and began development of two office properties
in Orlando,  Florida. The aggregate investment in the office developments during
2001 was $57.5 million.  Management  estimates that it will invest an additional
$33.0 million to complete these projects.

         During 2001, CRLP completed the redevelopment of two retail properties,
and began the  development  of one  community  shopping  center in Alabama.  The
aggregate  investment in the retail  developments during 2001 was $61.0 million.
Management  anticipates  that it will  invest an  additional  $11.4  million  to
complete the retail developments.

         The  table  below  provides  an  overview  of  CRLP's  development  and
redevelopment activity during 2001:


<PAGE>
<TABLE>
<CAPTION>

                                 Summary of 2001
                              Development Activity

   Completion or                                                                       Type of    Units (M)   Cost or
    Anticipated     Name of                                                            Property   GLA (R/O) Anticipated
  Completion Date   Property (1)                                 Location                (2)        (3)       Cost (4)
-----------------   ------------------------------------------   ------------------   ---------   --------    --------

Developments:
<S>  <C>           <C>                                          <C>                  <C>          <C>        <C>
     1st Qtr 02     CG at TownPark - Sarasota                    Sarasota, FL         M                272    $ 21,188
     1st Qtr 02     CV at Walton Way (redevelopment)             Augusta, Ga          M                256       3,500
     2nd Qtr 02     CG at TownPark - Lake Mary                   Orlando, FL          M                456      38,133
     4th Qtr 01     Colonial Center at Mansell Overlook 500      Atlanta, GA          O            163,248      19,114
     4th Qtr 01     Colonial Center at TownPark 100              Orlando, FL          O            154,913      17,974
     3rd Qtr 02     Colonial Center at TownPark 200              Orlando, FL          O            155,000      21,181
     3rd Qtr 02     Colonial Center at TownPark 600              Orlando, FL          O            200,000      27,876
     1st Qtr 01     Northdale Court (redevelopment)              Tampa, FL            R            192,726       6,158
     4th Qtr 01     Colonial Brookwood Village (redevelopment)   Birmingham, AL       R            687,078      46,680
     3rd Qtr 02     Colonial Promenade Hoover                    Birmingham, AL       R            167,041      18,705
     4th Qtr 02     Parkway City Mall                        (5) Huntsville, AL       R            631,000      35,616
                                                                                                               --------
                                                                                                     Total   $ 256,125
                                                                                                               ========
<FN>
(1)       In the listing of Multifamily  Property  names, CG has been used as an
          abbreviation   for  Colonial   Grand  and  CV  has  been  used  as  an
          abbreviation for Colonial Village.
(2)       M refers to Multifamily Properties, O refers to Office Properties, and
          R refers to Retail Properties.
(3)       Units (in this table only) refers to multifamily  apartment  units and
          GLA refers to gross leasable area of office and retail space.
(4)       Amounts in thousands.
(5)       Property is owned through a joint  venture,  in which the Company is a
          50% partner. Cost reflected is 50% of total cost of the project.
</FN>
</TABLE>

Continuing Multifamily Development and Redevelopment Activity

         Colonial  Village at Walton  Way--CRLP  continued the  redevelopment of
Colonial  Village at Walton  Way, a 256-unit  multifamily  community  located in
Augusta, Georgia. Project redevelopment costs are expected to total $3.5 million
and will be funded  through  advances on CRLP's line of credit.  CRLP expects to
complete the redevelopment in the first quarter of 2002.

         Colonial  Grand at TownPark -  Sarasota--During  the second  quarter of
2000,  CRLP began the  development of Colonial  Grand at TownPark - Sarasota,  a
272-unit multifamily community located in Sarasota,  Florida. The new apartments
will include numerous luxuries,  including  high-speed Internet access,  fitness
center,  a swimming pool, and a resident  business center.  Project  development
costs,  including land acquisition costs are expected to total $21.2 million and
will be funded  through  advances  on CRLP's  line of  credit.  CRLP  expects to
complete the development during the first quarter of 2002.

         Colonial  Grand at TownPark - Lake  Mary--During  the third  quarter of
2000,  CRLP began the  development  of Colonial Grand at TownPark - Lake Mary, a
456-unit multifamily  community located in Orlando,  Florida. The new apartments
will include numerous luxuries,  including  high-speed Internet access,  fitness
center,  a swimming pool, and a resident  business center.  Project  development
costs,  including land acquisition costs are expected to total $38.1 million and
will be funded  through  advances  on CRLP's  line of  credit.  CRLP  expects to
complete the development during the first quarter of 2002.


<PAGE>



Completed Office Property Development Activity

         Colonial Center at Mansell  Overlook  500--During the fourth quarter of
2001, CRLP completed the development of Colonial Center at Mansell Overlook 500,
a 163,248 square foot Class A office building located in Atlanta,  Georgia.  The
building includes the most advanced  technology systems available in the market,
including  high-speed internet access, fiber optic network  infrastructure,  and
state-of-the  art,  customer   controlled  energy  management  system.   Project
development  costs,  including land acquisitions  totaled $19.1 million and were
funded through advances on CRLP's line of credit.

         Colonial Center  TownPark  100--During the fourth quarter of 2001, CRLP
 completed the  development  of Colonial  Center  TownPark 100, a 154,913 square
 foot Class A office building in Orlando,  Florida, which is part of a mixed-use
 development integrating multifamily, office, and retail products. Situated in a
 natural environment, the building includes the most advanced technology systems
 available in the market,  including  high-speed internet access and fiber optic
 network  infrastructure.  Additionally,  the building includes a fitness center
 with lockers and shower facilities.  Project development costs,  including land
 acquisitions  totaled $18.0 million and were funded through  advances on CRLP's
 line of credit.

New Office Property Development

         Colonial  Center  TownPark  200--During the third quarter of 2001, CRLP
began the  development  of Colonial  Center  TownPark 200, a 155,000 square foot
Class A office  building  in  Orlando,  Florida,  which  is part of a  mixed-use
development integrating  multifamily,  office, and retail products. The building
will  include the most  advanced  technology  systems  available  in the market,
including  high-speed  internet  access and fiber optic network  infrastructure.
Project  development  costs,  including land  acquisitions are expected to total
$21.2 million and will be funded through advances on CRLP's line of credit. CRLP
expects to complete the project in the third quarter of 2002.

         Colonial Center  TownPark  600--During the fourth quarter of 2001, CRLP
began the  development  of Colonial  Center  TownPark 600, a 200,000 square foot
Class A office  building  in  Orlando,  Florida,  which  is part of a  mixed-use
development integrating multifamily,  office, and retail products. This building
is a build-to-suit  development for FiServ,  Inc., a financial  software company
with  approximately  14,000  employees  worldwide.  Project  development  costs,
including  land  acquisitions  are  expected to total $27.9  million and will be
funded through  advances on CRLP's line of credit.  CRLP expects to complete the
project in the third quarter of 2002.

Completed Retail Redevelopment Activity

         Northdale  Court--During  the first quarter of 2001, CRLP completed the
redevelopment  of Northdale Court, a 192,726 square foot strip center located in
Tampa, Florida. Project redevelopment costs totaled $6.2 million and were funded
through advances on CRLP's line of credit.

         Colonial  Brookwood  Village--During  the fourth quarter of 2001,  CRLP
re-opened the  redevelopment  and  expansion of Colonial  Brookwood  Village,  a
687,078  square  foot  enclosed  mall  located  in  Birmingham,   Alabama.   The
renovations  include a grand entrance  offering valet parking,  natural lighting
through the use of skylights,  custom light fixtures,  stone flooring, and plush
area  carpeting.  The mall also offers an upscale  selection  of  merchants  and
restaurants. Project redevelopment and expansion costs totaled $46.7 million and
were funded through CRLP's unsecured line of credit.

New Retail Development Activity

         Colonial Promenade Hoover--During the first quarter of 2001, CRLP began
the development of Colonial  Promenade  Hoover,  a 167,041 square foot community
shopping center located in Birmingham, Alabama. The center will be anchored by a
Super Wal-Mart Center.  Project  development  costs including land  acquisitions
costs are  expected to total $18.7  million  and will be funded  through  CRLP's
unsecured line of credit.

         Parkway  City   Mall--During  the  first  quarter  of  2001,  CRLP,  in
connection with a 50% joint venture partner,  began the redevelopment of Parkway
City Mall, a 631,000 square foot mall located in Huntsville,  Alabama.  The mall
will be anchored by Parisian  and  Dillard's  Department  Store.  Total  project
development  costs are expected to total $71.2 million,  of which CRLP's portion
will be $35.6 million.  The redevelopment is expected to be completed during the
fourth quarter of 2002.


<PAGE>



Financing Activity

         CRLP funded a portion of its  developments  and expansions  through the
issuance of debt  securities  and  preferred  stock.  In June 2001,  the Company
issued  2,000,000  preferred  shares of beneficial  interest (Series C Preferred
Shares).  The Series C Preferred  Shares pay a  quarterly  dividend at 9.25% per
annum and may be redeemed by the Company on or after June 19, 2006. The Series C
Preferred Shares have no stated maturity,  sinking fund or mandatory  redemption
and are not convertible into any other  securities of the Company.  The Series C
Preferred  Shares have a  liquidation  preference  of $25.00 per share.  The net
proceeds of the offering were approximately $48.1 million and were used to repay
outstanding  balances under CRLP's  unsecured line of credit.  In December 2001,
CRLP completed one unsecured medium-term debt offering of $10.0 million at 7.46%
with a maturity of December  2006.  Additionally,  during  2001,  CRLP  received
proceeds of $39.0 million  related to the secured  financing of two  properties,
which are collateralized by the properties.

         CRLP continued its asset recycling  program,  which allows CRLP to sell
mature,  slower growing assets and reinvest the proceeds into opportunities with
more growth potential.  During 2001, CRLP disposed of six multifamily properties
representing 1,373 units, one office property  representing  34,357 square feet,
and two retail  properties  representing  304,168 square feet. The  multifamily,
office,  and  retail  properties  were  sold  for a total  sales  price of $83.5
million,  of which $4.5 million was used to repay a secured loan,  $11.6 million
was issued as a note receivable, and the remaining proceeds were used to repay a
portion of the borrowings  under CRLP's  unsecured line of credit and to support
CRLP's future investment activities.

         As of December  31,  2001,  CRLP has an  unsecured  bank line of credit
providing  for  total  borrowings  of up to $300  million.  This  line of credit
agreement  bears interest at LIBOR plus 115 basis points,  is renewable in March
2003, and provides for a two-year  amortization in the case of non-renewal.  The
line of credit agreement includes a competitive bid feature that will allow CRLP
to convert up to $150  million  under the line of credit to a fixed rate,  for a
fixed term not to exceed 90 days. At December 31, 2001,  CRLP had $135.0 million
outstanding under the competitive bid feature.  The credit facility is primarily
used  by  CRLP to  finance  property  acquisitions  and  development  and has an
outstanding  balance at December 31, 2001, of $261.4 million.  The interest rate
of this short-term borrowing facility, including the competitive bid balance, is
3.08% and 7.66% at December 31, 2001 and 2000, respectively.

Business Strategy

       Our business objective is to generate stable and increasing cash flow and
portfolio value for our shareholders through a strategy of:

o        realizing growth in income from our existing portfolio of properties;

o        developing,    expanding,    and   selectively   acquiring   additional
         multifamily,  office and retail properties in growth markets located in
         the  Sunbelt  region of the  United  States,  where we have  first-hand
         knowledge of growth patterns and local economic  conditions and believe
         we  have a  competitive  advantage  due  to  our  size  and  access  to
         lower-cost capital;

o        selectively   acquiring  portfolios  of  properties  from  established,
         high-quality  regional developers in exchange for Operating Partnership
         units and then foster and harvest  our  ongoing  relationship  with the
         Operating  Partnership  unitholders as a resource for  construction and
         development opportunities, as well as additional acquisitions;

o        entering into joint ventures to generate increased returns by providing
         leasing, management and development services;

o        recycling capital by selectively disposing of slower-growing assets and
         reinvesting the proceeds into opportunities with more growth potential;

o        managing  our  own  properties,  which  enables  us to  better  control
         operating  expenses  and  establish  long-term  relationships  with our
         office and retail tenants;

o        maintaining  our  third-party  property  management   business,   which
         increases  cash  flow and  establishes  additional  relationships  with
         potential tenants; and

o        employing  a  comprehensive  capital  maintenance  program to  maintain
         properties in first-class condition.

         CRLP's business  strategy and the  implementation  of that strategy are
determined  by the  Company's  Board of Trustees and may be changed from time to
time.


<PAGE>




Financing Strategy

         Our  strategy  is to maintain  coverage  ratios in order to sustain our
investment grade status.  On December 31, 2001, our total market  capitalization
was $2.5 billion and our ratio of debt to total market capitalization was 48.3%.
We calculate debt to total market  capitalization  as total debt as a percentage
of total debt,  including  preferred shares and units,  plus the market value of
our outstanding common shares and the outstanding units of CRLP. At December 31,
2001, our total debt of approximately $1.2 billion, which excludes approximately
$67.3 million that is attributable to us based on our  unconsolidated  interests
in several joint  ventures,  included  fixed-rate debt of  approximately  $926.4
million, or 77.8% of total debt, and floating-rate debt of approximately  $264.1
million,  or 22.2% of total debt.  Certain loan agreements  contain  restrictive
covenants,  which among other things require  maintenance  of various  financial
ratios. At December 31, 2001, we were in compliance with these covenants.

         CRLP has entered  into several  different  hedging  transactions  in an
effort to manage  exposure to changes in interest  rates.  The  following  table
summarizes the notional values, fair values and other  characteristics of CRLP's
derivative  financial  instruments  at December 31, 2001.  The notional value at
December 31, 2001 provides an indication of the extent of CRLP's  involvement in
these  instruments  at that time,  but does not  represent  exposure  to credit,
interest rate, or market risk.
<TABLE>
<CAPTION>
                                                                          Interest                     Fair Value
                Product Type                       Notional Value           Rate        Maturity     (in thousands)
--------------------------------------------- -------------------------- ------------ ------------- ------------------
<S>                                               <C>     <C>                 <C>          <C>  <C>        <C>
1) Interest Rate SWAP, Cash Flow                  $30.2 - $27.7 million       5.932%       1/01/06         $  (1,549)
2) Interest Rate SWAP, Cash Flow                          $75.0 million       2.130%      12/10/02                 32
3) Interest Rate SWAP, Cash Flow                          $50.0 million       2.319%       1/01/03               (39)
4) Interest Rate SWAP, Cash Flow                          $25.0 million       2.430%       1/01/03               (47)
5) Interest Rate SWAP, Fair Value                         $50.0 million       5.015%       7/26/04              1,293
6) Interest Rate CAP, Cash Flow                           $21.1 million       6.850%       6/29/04                 99
7) Interest Rate CAP, Cash Flow                           $17.9 million       6.850%       7/06/04                 85
8) Interest Rate CAP, Cash Flow                           $30.4 million      11.200%       6/30/03                  1
</TABLE>

         Most of CRLP's  hedges are  designated  as cash flow hedges.  Cash flow
hedges hedge the future cash flows of current or forecasted debt.  Interest rate
swaps that convert  variable  payments to fixed  payments,  interest  rate caps,
floors,  collars, and forwards are cash flow hedges. The unrealized gains/losses
in the fair  value of these  hedges are  reported  on the  balance  sheet with a
corresponding adjustment to either accumulated other comprehensive income (loss)
or in  earnings--depending  on the type of hedging relationship.  If the hedging
transaction  is a cash flow  hedge,  then the  offsetting  gains and  losses are
reported  in  accumulated  other  comprehensive  income  (loss).  If the hedging
transaction  is  characterized  as a fair value hedge,  then the changes in fair
value of the hedge and the hedged item are  reflected in  earnings.  If the fair
value hedging relationship is fully effective,  there is no net effect reflected
in income or accumulated other  comprehensive  income (loss), and any offsets to
the hedging transaction is reflected in notes and mortgages payable.  Over time,
the unrealized gains and losses held in accumulated other  comprehensive  income
(loss) will be reclassified  to earnings.  This  reclassification  is consistent
with when the hedged  items are also  recognized  in  earnings.  Within the next
twelve months, CRLP expects to reclassify to earnings approximately $0.4 million
of the current balance held in accumulated other comprehensive income (loss).

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

         We may modify our  borrowing  policy and may  increase or decrease  our
ratio of debt to total  market  capitalization.  To the extent that our Board of
Trustees  determines  to seek  additional  capital,  we may raise  such  capital
through  additional equity  offerings,  debt financings,  asset  dispositions or
retention of cash flow (subject to  provisions  in the Internal  Revenue Code of
1986  requiring the  distribution  by a REIT of a certain  percentage of taxable
income  and taking  into  account  taxes that would be imposed on  undistributed
taxable income) or a combination of these methods.


<PAGE>




Property Management

         CRLP is  experienced  in the  management  and  leasing of  multifamily,
office,  and retail  properties  and believes that the management and leasing of
its own portfolio has helped the Properties  maintain  consistent  income growth
and has  resulted  in  reduced  operating  expenses  from  the  Properties.  The
third-party management,  leasing, and brokerage businesses conducted through the
Management  Corporation  have provided CRLP both with a source of cash flow that
is relatively  stable and with the benefits of economies of scale in conjunction
with the management and leasing of its own  properties.  These  businesses  also
allow CRLP to establish  additional  relationships  with tenants who may require
additional office or retail space and to identify potential acquisitions.

Operational Structure

         We manage our  business  with three  separate  and  distinct  operating
divisions:  multifamily,  office and retail. We have centralized  functions that
are common to each division,  including accounting,  information technology, due
diligence and  administrative  services.  Decisions  regarding  acquisitions and
developments  and  dispositions  are  also  centralized.  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 us to utilize specialized
management  personnel for each  operating  division.  Although  these  divisions
operate  independently  from  one  another,  constant  communication  among  the
Executive Vice Presidents  provides us with unique synergies allowing us to take
advantage of a variety of investment opportunities. In addition, the third-party
management, leasing and brokerage businesses have provided us both with a source
of cash flow that is  relatively  stable and with the  benefits of  economies of
scale in  conjunction  with the  management  and leasing of our own  properties.
These  businesses also allow us to establish  additional  relations with tenants
that may require  additional  retail or office  space and to identify  potential
acquisitions.  Additional  information  with  respect  to each of the  operating
divisions is set forth below:

       Multifamily  Division.  Our  multifamily  division is responsible for all
aspects of multifamily  operations,  including day-to-day management and leasing
of the 49  multifamily  properties,  as well  as the  provision  of  third-party
management  services  for  apartment  communities  in  which  we do not  have an
ownership interest or have a non-controlling ownership interest.

       Office  Division.  Our office  division is responsible for all aspects of
our  commercial  office  operations,  including the provision of management  and
leasing  services  for the 17 office  properties,  as well as the  provision  of
third-party management services for office properties in which we do not have an
ownership   interest  and  for  brokerage  services  in  other  office  property
transactions.

       Retail  Division.  Our retail  division is responsible for all aspects of
our retail  operations,  including  the  provision  of  management  and  leasing
services for the 42 retail  properties,  as well as the provision of third-party
management  services for retail  properties in which we do not have an ownership
interest and for brokerage services in other retail property transactions.

Employees

         CRLP employs  approximately  950 persons,  including  on-site  property
employees who provide services for the Properties that CRLP owns and/or manages.

Tax Status

         CRLP has no provision for income taxes since all taxable income or loss
or tax  credits  are passed  through to the  partners.  The  Company has made an
election  to be taxed as a REIT  under  Sections  856  through  860 of the Code,
commencing  with its  taxable  year ending  December  31,  1993.  If the Company
qualifies for taxation as a REIT,  the Company  generally will not be subject to
Federal income tax to the extent it distributes at least 90% of its REIT taxable
income to its  shareholders.  Even if the Company  qualifies  for  taxation as a
REIT,  the Company may be subject to certain state and local taxes on its income
and property and to federal income and excise taxes on its undistributed income.

Risk Factors

         Set forth below are the risks that we believe are material to investors
who  purchase or own our units of limited  partnership  interest.  Our units are
redeemable  for cash or, at the  election of  Colonial  Properties  Trust,  on a
one-for-one basis for Colonial Properties Trust's shares of beneficial interest.

         Our assets may not generate sufficient income to pay our expenses,  and
we may not be able to control our operating costs

     If our assets do not  generate  income  sufficient  to pay our expenses and
maintain our properties, or if we do not adequately control our operating costs,
we may not be able to pay our expenses,  maintain our  properties or service our
debt.  A number  of  factors  may  adversely  affect  our  ability  to  generate
sufficient income. These factors include:

o        whether or not we can attract tenants at favorable rental rates,  which
         will depend on several factors, including:

         --       local  conditions  such as an  oversupply  of, or reduction in
                  demand for, multifamily, retail or office properties;

         --       the  attractiveness  of our properties to residents,  shoppers
                  and tenants, and

         --       decreases in market rental rates;

o        our ability to collect rent from our tenants.

         Factors that may adversely affect our operating costs include:

o        the need to pay for insurance and other operating costs, including real
         estate taxes, which could increase over time;

o        the need periodically to repair, renovate and relet space;

o        the cost of compliance with governmental  regulation,  including zoning
         and tax laws;

o        the potential for liability under applicable laws;

o        interest rate levels; and

o        the availability of financing.



<PAGE>



         Our expenses may remain constant even if our revenues decrease

     The expense of owning and operating a property is not  necessarily  reduced
when  circumstances  such as market factors and competition cause a reduction in
income from the property.  As a result,  if revenues drop, we may not be able to
reduce our  expenses  accordingly.  Loan  payments are an example of a cost that
will not be reduced if our revenues decrease.  If a property is mortgaged and we
are unable to meet the  mortgage  payments,  the lender  could  foreclose on the
mortgage and take the property, resulting in a further reduction in revenues.

         We may be unable to renew leases or relet space as leases expire

     If our tenants decide not to renew their leases upon their  expiration,  we
may not be able to relet the space. Even if the tenants do renew or we can relet
the space,  the terms of renewal or  reletting,  including  the cost of required
renovations, may be less favorable than current lease terms. If we are unable to
renew the  leases  or relet the space  promptly,  or if the  rental  rates  upon
renewal or reletting are significantly  lower than expected rates, then our cash
flow will be adversely affected.

         We depend on local economic conditions in our primary markets

     All of our  properties  are  located  in the  Sunbelt  region of the United
States.  In  addition,  16.6% of our net  operating  income in 2001 derived from
properties  located in Birmingham,  Alabama,  13.3% from  properties  located in
Orlando,  Florida,  and 10.3% from  properties  located  in  Huntsville/Decatur,
Alabama.  Our  performance  and  ability  to  pay  our  expenses,  maintain  our
properties  and  service  our  debt  could be  adversely  affected  by  economic
conditions   in  the   Sunbelt   region   and   in   Birmingham,   Orlando   and
Huntsville/Decatur in particular.

         New acquisitions and developments may fail to perform as expected

     Assuming we are able to obtain capital on commercially reasonable terms, we
intend to selectively acquire multifamily,  retail or office properties where we
perceive  investment   opportunities  that  are  consistent  with  our  business
strategies.  Newly acquired  properties may fail to perform as expected.  We may
underestimate  the  costs  necessary  to bring an  acquired  property  up to the
standards we have established for its intended market position.  In addition, we
may not be in a position or have the  opportunity in the future to make suitable
property acquisitions on favorable terms.

         Competition  for  acquisitions  could  result in  increased  prices for
properties

     We expect other major real estate  investors  with  significant  capital to
compete  with us for  attractive  investment  opportunities.  These  competitors
include  publicly  traded REITs,  private  REITs,  investment  banking firms and
private  institutional  investment funds. This competition could increase prices
for multifamily, retail or office properties.

         Our  development  and expansion  activities  may result in  significant
costs, and new properties may be slow to generate income

     We intend to  continue  to  develop  new  properties  and  expand  existing
properties where we believe that development or expansion is consistent with our
business strategies. New projects subject us to a number of risks, including the
risks that:

o        construction delays or cost overruns may increase project costs;

o        permanent  debt or equity  financing may not be available on acceptable
         terms to finance new development or expansion projects;

o        we may fail to meet anticipated occupancy or rent levels;

o        we may fail to secure required zoning,  occupancy or other governmental
         permits and authorizations; and

o        changes  in  applicable  zoning  and land use  laws may  require  us to
         abandon  projects prior to their  completion,  resulting in the loss of
         development costs incurred up to the time of abandonment.

         Because real estate  investments  are  illiquid,  we may not be able to
sell properties when appropriate

     Real estate  investments  generally  cannot be sold quickly.  We may not be
able to vary our portfolio promptly in response to economic or other conditions.
This inability to respond to changes in the performance of our investments could
adversely affect our ability to service our debt.


<PAGE>



         Environmental problems are possible and can be costly

     Federal, state and local laws and regulations relating to the protection of
the  environment  may  require a current or  previous  owner or operator of real
property to investigate and clean up hazardous or toxic  substances or petroleum
product  releases  at the  property,  without  regard  to  whether  the owner or
operator  knew or caused  the  presence  of the  contaminants.  If  unidentified
environmental  problems  arise  at one of our  properties,  we may  have to make
substantial  payments to a  governmental  entity or third  parties for  property
damage and for  investigation  and clean-up costs.  Even if more than one person
may have been responsible for the contamination,  we may be held responsible for
all of the clean-up costs incurred. Our liability under environmental laws could
adversely affect our cash flow and our ability to service our debt.

     On December 29, 1998, we acquired Bel Air Mall in Mobile,  Alabama.  During
the course of our environmental due diligence,  we identified  several different
areas of the  property in which  contamination  is  present.  One of those areas
involves drycleaner  solvent;  the others involve petroleum  contamination.  The
Alabama  Department of Environmental  Management is overseeing the investigation
and cleanup of the drycleaner  contamination.  It is possible that a claim could
be asserted  against us, as owner of the  property,  for the  investigation  and
remediation  of the  contamination.  Under  the terms of the  purchase  and sale
agreement,  the former owner of the property  purchased a $10 million  insurance
policy and established  escrow accounts  totaling  $1,275,000 to cover the costs
associated  with  investigating  and  remediating  the  contaminated  areas.  In
addition,  subject to  limitations,  the seller will be performing  all required
remediation of the drycleaner contamination.

         Some potential losses are not covered by insurance

     We carry comprehensive  liability,  fire, extended coverage and rental loss
insurance on all of our  properties.  We believe the policy  specifications  and
insured  limits of these  policies  are  adequate  and  appropriate.  There are,
however,  certain types of losses, such as lease and other contract claims, that
generally  are not  insured.  Should  an  uninsured  loss or a loss in excess of
insured  limits  occur,  we could lose all or a portion  of the  capital we have
invested in a  property,  as well as the  anticipated  future  revenue  from the
property.  In such an event,  we might  nevertheless  remain  obligated  for any
mortgage debt or other financial obligations related to the property.

Debt  financing,  financial  covenants,  our degree of leverage and increases in
interest rates could adversely affect our economic performance

         Scheduled debt payments could adversely affect our financial condition

     Our business is subject to risks normally  associated  with debt financing.
If principal  payments due at maturity  cannot be  refinanced,  extended or paid
with proceeds of other capital  transactions,  such as new equity  capital,  our
cash flow will not be  sufficient  in all years to repay all maturing  debt.  If
prevailing  interest rates or other factors at the time of refinancing,  such as
the possible  reluctance of lenders to make commercial real estate loans, result
in higher interest rates, increased interest expense would adversely affect cash
flow and our ability to service our debt.

         Our  obligation  to  comply  with  financial   covenants  in  our  debt
agreements could restrict our range of operating activities

     Our credit facility contains customary restrictions, requirements and other
limitations on our ability to incur debt, including:

o        debt to assets ratios;

o        secured debt to total assets ratios;

o        debt service coverage ratios; and

o        minimum ratios of unencumbered assets to unsecured debt.



<PAGE>



     The  indenture  under which our senior  unsecured  debt is issued  contains
financial and operating  covenants including coverage ratios. Our indenture also
limits our ability to:

o        incur secured and unsecured indebtedness;

o        sell all or substantially all or our assets; and

o        engage in mergers, consolidations and acquisitions.

         Our degree of leverage  could  limit our  ability to obtain  additional
financing

         Our "debt to market  capitalization" ratio, which we calculate as total
debt as a percentage of total debt,  including  preferred shares and units, plus
the market value of outstanding  units, was  approximately  48.3% as of December
31, 2001. Increases in our leverage could adversely affect our ability to obtain
additional  financing in the future for working capital,  capital  expenditures,
acquisitions,  development or other general corporate purposes,  and may make us
more vulnerable to a downturn in business or the economy generally.

         Rising interest rates could adversely affect our cash flow

     Advances  under our credit  facility  bear  interest at a rate of 115 basis
points above LIBOR. We may borrow  additional money with variable interest rates
in the future,  and may enter into other  transactions  to limit our exposure to
rising interest rates as appropriate  and cost effective.  Increases in interest
rates,  or the loss of the benefits of hedging  agreements,  would  increase our
interest  expense,  which  would  adversely  affect cash flow and our ability to
service our debt.

Some of our general  partner's  trustees and officers have conflicts of interest
and could exercise influence in a manner  inconsistent with holders of interests
in the Company

         As a result of their  substantial  ownership of units,  Messrs.  Thomas
Lowder,  the  Company's  Chairman  of the Board,  Chief  Executive  Officer  and
President,  and James Lowder,  Harold Ripps,  Herbert Meisler, M. Miller Gorrie,
and William  Johnson,  each of whom is a trustee of the  Company,  might seek to
exert  influence  over our decisions as to sales or  refinancings  of particular
properties we own. Any such exercise of influence  might produce  decisions that
are not in the best interest of all of the holders of interests in the Company.

         The Lowder family,  and their affiliates,  holds interests in companies
that have  performed  construction,  management,  insurance  brokerage and other
services with respect to our  properties.  These  companies may perform  similar
services  for us in the  future.  As a result,  the Lowder  family  may  realize
benefits from  transactions  between such companies and the Company that are not
realized by other holders of interests in the Company.  In addition,  Thomas and
James Lowder, as trustees of the Company,  may be in a position to influence the
Company to do business with companies in which the Lowder family has a financial
interest.  Our policies may not be  successful in  eliminating  the influence of
conflicts.  Moreover,  transactions  with  companies  controlled  by the  Lowder
family,  if any, may not be on terms as favorable to us as we could obtain in an
arms-length transaction with a third party.

We are dependent on external sources of capital

         To qualify as a REIT,  Colonial Properties Trust must distribute to our
shareholders  each year at least 90% of our REIT taxable  income,  excluding any
net capital gain. Because of these distribution  requirements,  it is not likely
that we  will  be  able to fund  all  future  capital  needs  from  income  from
operations.  We therefore will have to rely on  third-party  sources of capital,
which may or may not be available  on  favorable  terms or at all. Our access to
third-party  sources of capital  depends  on a number of things,  including  the
market's perception of our growth potential and our current and potential future
earnings.  Moreover,  additional  equity  offerings  may  result in  substantial
dilution of our  shareholders'  interests,  and  additional  debt  financing may
substantially increase our leverage.


<PAGE>


We may change our business policies in the future

         Our major policies, including our policies with respect to development,
acquisitions,   financing,   growth,   operations,   debt   capitalization   and
distributions,  are determined by the Company's  board of trustees.  Although it
has no present intention to do so, the board may amend or revise these and other
policies from time to time. A change in these  policies could  adversely  affect
our financial condition, results of operations or ability to service debt.

Colonial  Properties Trust intends to qualify as a REIT, but we cannot guarantee
that it will qualify

         We believe that Colonial Properties Trust has qualified for taxation as
a REIT for federal  income tax purposes  commencing  with our taxable year ended
December  31,  1993.  If  Colonial  Properties  Trust  qualifies  as a REIT,  it
generally  will not be  subject to  federal  income  tax on our  income  that it
distributes to its shareholders.  Colonial Properties Trust plans to continue to
meet the  requirements  for taxation as a REIT, but it may not qualify.  Many of
the REIT requirements are highly technical and complex.  The determination  that
it is a REIT requires an analysis of various factual  matters and  circumstances
that may not be totally within its control.  For example,  to qualify as a REIT,
at least 95% of its gross income must come from sources that are itemized in the
REIT tax laws.  Colonial  Properties  Trust  generally is prohibited from owning
more  than 10% of the  voting  securities  or more  than 10% of the value of the
outstanding  securities  of any  one  issuer,  subject  to  certain  exceptions,
including an exception with respect to corporations electing to be "taxable REIT
subsidiaries,"  and it is also required to distribute to  shareholders  at least
90% of its REIT taxable income,  excluding capital gains. The fact that it holds
most of its assets through CRLP further  complicates the application of the REIT
requirements.  Even a technical or inadvertent mistake could jeopardize its REIT
status.  Furthermore,  Congress  and the  Internal  Revenue  Service  might make
changes to the tax laws and regulations,  and the courts might issue new rulings
that make it more  difficult,  or  impossible,  for it to remain  qualified as a
REIT. We do not believe,  however,  that any pending or proposed tax law changes
would jeopardize its REIT status.

         If Colonial  Properties  Trust failed to qualify as a REIT, it would be
subject to  federal  income tax at regular  corporate  rates.  Also,  unless the
Internal Revenue Service granted it relief under certain  statutory  provisions,
it would remain  disqualified as a REIT for the four years following the year it
first failed to qualify. If it failed to qualify as a REIT, it would have to pay
significant  income  taxes and would  therefore  have less money  available  for
investments  or for  distributions  to  shareholders.  This would  likely have a
significant  adverse affect on the value of its common shares.  In addition,  it
would no longer be required to make any  distributions to  shareholders,  but it
would still be required to  distribute  quarterly  substantially  all of our net
cash revenues to our unitholders.


<PAGE>



Item 2.           Properties.

General

         As of December 31, 2001, CRLP's real estate portfolio  consisted of 108
properties  consisting of whole or partial ownership interests,  located in nine
states in the Sunbelt region of the United  States.  CRLP acquired 36 properties
in  connection  with the  Formation  Transactions,  and acquired or developed 96
properties  since the  Company's  initial  public  offering  ("IPO").  Since the
Company's  IPO, CRLP has developed 21 additional  Multifamily  Properties,  five
Office Properties,  three Retail Properties,  and has disposed of 24 properties,
nine  of  which   were  sold   during   2001.   Additionally,   CRLP   maintains
non-controlling partial interests of 15% to 50% in 14 operating properties.  The
108  Properties  owned by CRLP at December 31, 2001  consisted of 49 Multifamily
Properties, 17 Office Properties, and 42 Retail Properties, as described in more
detail below.

<TABLE>
<CAPTION>

                              Summary of Properties

                              Total 2001 Percent of
                      Units/ Property Total 2001 Percentage

                         Number of        GLA/          Revenue (2)       Property       Occupancy at
 Type of Property        Properties     NRA (1)        (in thousands)    Revenue (2)    Dec. 31, 2001 (3)
----------------------  -----------   ------------    ---------------   -------------  -----------------

<S>                             <C>        <C>     <C>     <C>                 <C>          <C>
 Multifamily                    49         16,256  (4)     $ 119,309           36.8%        92.8%
 Office                         17      3,518,276  (5)        56,645           17.5%        92.1%
 Retail                         42     14,950,517  (6)       148,111           45.7%        89.6%
                        -----------                   ---------------   -------------
     Total                     108                         $ 324,065          100.0%
                        ===========                   ===============   =============

<FN>
(1)      Units (in this table only) refers to multifamily  units,  GLA refers to
         gross leasable area of retail space and NRA refers to net rentable area
         of office space. Information is presented as of December 31, 2001.

(2)      Includes CRLP's  proportionate share of revenue from those Multifamily,
         Office and Retail Properties accounted for under the equity method, and
         CRLP's share of the properties disposed of in 2001.

(3)      Excludes the  units/square  feet of development or expansion  phases of
         two  Multifamily  Properties,  two  Office  Properties,  and two Retail
         Properties  that had not achieved  stabilized  occupancy as of December
         31, 2001.

(4)      Amount includes 2,833 units at 10 Multifamily Properties, in which CRLP
         maintains a 15.0% ownership interest.

(5)      Amount  includes  29,737 square feet at one Office  Property,  in which
         CRLP maintains a 33.33% ownership interest.

(6)      Amount includes  1,468,360 square feet at three Retail  Properties,  in
         which CRLP maintains a 50.0% ownership interest.
</FN>
</TABLE>

Multifamily Properties

         The 49  Multifamily  Properties  owned by CRLP at  December  31,  2001,
contain a total of 16,256 garden-style  apartments and range in size from 104 to
1,080 units.  Fourteen of the  Multifamily  Properties  were acquired by CRLP in
connection with the Formation  Transactions,  and 29 Multifamily Properties have
been  acquired  since  the IPO.  Also,  since  the IPO,  CRLP has  developed  21
additional  Multifamily  Properties and disposed of 15  Multifamily  Properties.
Twenty-two  Multifamily  Properties  (containing  a total  of 7,888  units)  are
located in  Alabama,  16  Multifamily  Properties  (containing  a total of 5,402
units) are located in Florida, six Multifamily Properties (containing a total of
1,382 units) are located in Georgia,  two  Multifamily  Property  (containing  a
total of 498  units) are  located in  Mississippi,  two  Multifamily  Properties
(containing  a total  of 764  units)  are  located  in South  Carolina,  and one
Multifamily  Property  (containing  322 units) is located in Texas.  Each of the
Multifamily Properties is established in its local market and provides residents
with  numerous  amenities,  which may include a swimming  pool,  exercise  room,
jacuzzi,  clubhouse,  laundry room, tennis court(s), and/or a playground. All of
the Multifamily Properties are managed by CRLP.

         The following table sets forth certain additional  information relating
to the Multifamily Properties as of and for the year ended December 31, 2001.


<PAGE>
<TABLE>
<CAPTION>


                                                            Multifamily Properties

                                                                                                   Average   Total        Percent of
                                                Year        Number       Approximate               Rental  Property      Total 2001
 Multifamily                                 Completed        of         Rentable Area  Percent     Rate  Revenue for     Property
 Property (1)                  Location         (2)        Units (3)     (Square Feet)  Occupied  Per Unit    2001        Revenue(4)
-------------------------   --------------   -----------  -----------   -------------  --------  --------- ----------    -----------
 Alabama:

<S>                                          <C>                 <C>         <C>         <C>       <C>    <C>                   <C>
 CG at Edgewater             Huntsville      1990                500         541,650     94.6%     $ 683  $ 4,154,193           1.3%
 CG at Galleria              Birmingham      1986/96           1,080       1,195,186     90.9%       651    7,912,731           2.4%
 CG at Galleria Woods        Birmingham      1994                244         260,720     96.3%       676    1,874,669           0.6%
 CG at Liberty Park          Birmingham      2000                300         338,684     93.7%       989    2,984,134           0.9%
 CG at Madison               Huntsville      2000                336         354,592     93.5%       744    3,098,792           1.0%
 CG at Mountain Brook (8)    Birmingham      1987/91             392         392,700     93.6%       699      432,805           0.1%
 CG at Promenade             Montgomery      2000                384         424,372     89.6%       790    3,264,191           1.0%
 CG at Riverchase            Birmingham      1984/91             468         745,840     94.9%       787    4,102,141           1.3%
 CG/CV at Inverness Lakes (8)Mobile          1983/96             498         506,386     86.5%       622      542,699           0.2%
 Colony Park (9)             Mobile          1975                                                             609,266           0.2%
 CV at Ashford Place         Mobile          1983                168         139,128     90.5%       532      982,922           0.3%
 CV at Cahaba Heights (8)    Birmingham      1992                125         131,230     96.8%       765      154,745           0.0%
 CV at Hillcrest             Mobile          1981                104         114,400     96.2%       624      785,311           0.2%
 CV at Hillwood (8)          Montgomery      1984                160         150,912     94.4%       578      147,990           0.0%
 CV at Huntleigh Woods       Mobile          1978                233         199,052     92.3%       470    1,247,376           0.4%
 CV at Inverness             Birmingham      1986/87/90          586         491,072     95.1%       602    3,806,935           1.2%
 CV at McGehee Place         Montgomery      1986/95             468         404,188     89.7%       583    2,695,648           0.8%
 CV at Monte D'Oro           Birmingham      1977                200         295,840     94.0%       710    1,666,473           0.5%
 CV at Research Park         Huntsville      1987/94             736         809,344     92.9%       596    5,159,295           1.6%
 CV at Rocky Ridge (8)       Birmingham      1984                226         258,900     96.5%       641      251,371           0.1%
 CV at Trussville            Birmingham      1996/97             376         410,340     94.4%       727    3,071,147           0.9%
 Patio (9)                   Auburn          1966/83/84                                                       755,302           0.2%
 Ski Lodge Tuscaloosa        Tuscaloosa      1976/92             304         273,056     97.7%       442    1,561,326           0.5%
                                                          -----------   -------------  --------  -------- -----------    -----------
      Subtotal - Alabama (22 Properties)                       7,888       8,437,592     93.1%       664   51,261,462          15.8%
                                                          -----------   -------------  --------  -------- -----------    -----------
 Florida:

 CG at Bayshore (9)          Bradenton       1997                                                           2,656,572           0.8%
 CG at Carrollwood           Tampa           1966                244         286,080     95.5%       865    2,445,426           0.8%
 CG at Citrus Park           Tampa           1999                176         200,288     96.0%       898    1,853,468           0.6%
 CG at Cypress Crossing      Orlando         1999                250         314,596     93.2%     1,005    2,863,622           0.9%
 CG at Gainesville           Gainesville     1989/93/94          560         488,624     93.4%       795    5,006,059           1.5%
 CG at Heather Glen          Orlando         2000                448         524,074     85.9%       896    4,186,297           1.3%
 CG at Heathrow              Orlando         1997                312         370,028     92.0%       896    3,215,961           1.0%
 CG at Hunter's Creek        Orlando         1997                496         624,464     91.5%       913    5,193,811           1.6%
 CG at Lakewood Ranch        Sarasota        1999                288         301,656     97.9%       909    3,348,424           1.0%
 CG at Palma Sola            Bradenton       1992                340         291,796     95.9%       717    3,076,768           0.9%
 CG at Ponte Vedra (8)       Jacksonville    1988                240         211,640     93.3%       745      309,773           0.1%
 CG at Riverhills (8)        Tampa           1991/97             776         690,312     91.1%       645      830,876           0.3%
 CG at Town Park             Orlando                             208         218,400        (7)      990      831,183 (6)       0.3%
 CG at Town Park             Sarasota                            232         243,600        (7)      997      760,540 (6)       0.2%
 CV at Cordova               Pensacola       1983                152         116,400     94.7%       524      941,313           0.3%
 CV at Lake Mary             Orlando         1991/95             504         431,396     96.0%       728    4,229,980           1.3%
 CV at Oakleigh              Pensacola       1997                176         185,680     96.6%       752    1,726,108           0.5%
                                                          -----------   -------------  --------  --------  ----------    -----------
      Subtotal - Florida (16 Properties)                       5,402       5,499,034     93.4%       798   43,476,181          13.4%
                                                          -----------   -------------  --------  --------  ----------    -----------
 Georgia:

 CG at Barrington Club (8)   Macon           1996                176         191,940     84.1%       718      217,241           0.1%
 CG at Spring Creek (9)      Macon           1992/94                                                        2,189,245           0.7%
 CG at Wesleyan              Macon           1997                328         382,946     95.1%       717    2,814,604           0.9%
 CV at North Ingle (9)       Macon           1983                                                             580,094           0.2%
 CV at Stockbridge (8)       Stockbridge     1993/94             240         253,200     80.4%       738      281,983           0.1%
 CV at Timothy Woods         Athens          1996                204         211,444     97.5%       782    1,742,553           0.5%
 CV at Vernon Marsh          Savannah        1986/87             178         151,226     95.5%       658    1,340,971           0.4%
 CV at Walton Way            Augusta         1984                256         254,264     83.2%       616    1,667,940           0.5%
 CV at White Bluff (9)       Savannah        1986                                                             674,015           0.2%
                                                          -----------   -------------  --------  --------  ----------    -----------
      Subtotal - Georgia (6 Properties)                        1,382       1,445,020     91.9%       705   11,508,646           3.6%
                                                          -----------   -------------  --------  --------  ----------    -----------
 Mississippi:

 CG at The Reservoir         Jackson         2000                170         195,604     98.8%       819    1,649,149           0.5%
 CV at Natchez Trace         Jackson         1995/97             328         342,800     97.6%       668    2,469,037           0.8%
                                                          -----------   -------------  --------  --------  ----------    -----------
      Subtotal - Mississippi (2 Property)                        498         538,404     98.0%       720    4,118,186           1.3%
                                                          -----------   -------------  --------  --------  ----------    -----------
 South Carolina:

 CV at Ashley Plantation     Bluffton        1998/2000           414         425,095     80.9%       754    3,274,895           1.0%
 CV at Caledon Wood          Greenville      1995/96             350         348,305     93.4%       697    2,677,286           0.8%

                                                          -----------   -------------  --------  --------   ---------    -----------
      Subtotal - South Carolina (2 Properties)                   764         773,400     86.6%       726    5,952,181           1.8%
                                                          -----------   -------------  --------  --------   ---------    -----------
 Texas:

 CV at Haverhill             San Antonio     1997                322         326,914     88.5%       899    2,992,233           0.9%
                                                          -----------   -------------  --------  --------   ---------    -----------
      Subtotal - Texas (1 Property)                              322         326,914     88.5%       899    2,992,233           0.9%
                                                          -----------   -------------  --------  --------   ---------    -----------
      TOTAL (49 Properties)                                   16,256      17,020,364     92.8%     752(5)$119,308,889          36.8%
                                                          ===========   =============  ========  ======== ===========    ===========

(footnotes on next page)


<PAGE>
<FN>
(1)      All Multifamily Properties are 100% owned by CRLP with the exception of
         the  properties  noted in (8)  below.  In the  listing  of  Multifamily
         Property names, CG has been used as an abbreviation  for Colonial Grand
         and CV as an abbreviation for Colonial Village.

(2)      Year  initially  completed  and,  where  applicable,  year(s)  in which
         additional phases were completed at the Property.

(3)      Units (in this  table  only)  refers to  multifamily  apartment  units.
         Number of Units includes all apartment  units occupied or available for
         occupancy at December 31, 2001.

(4)      Percent of Total  2001  Property  Revenue  represents  the  Multifamily
         Property's   proportionate   share  of  all  revenue  from  CRLP's  108
         Properties, including the partially owned properties.

(5)      Represents  weighted average rental rate per unit of the 49 Multifamily
         Properties at December 31, 2001.

(6)      Represents  revenues from the date of CRLP's  development/expansion  of
         this Property in 2001 through December 31, 2001.

(7)      Expanded or newly developed property currently undergoing lease-up.

(8)      These  properties  were  sold  by CRLP  during  1999 or 2000 to a joint
         venture  formed  by  CRLP  and an  unrelated  party.  CRLP  holds a 15%
         non-controlling interest in these joint ventures.

(9)       This property was sold during 2001.
</FN>
</TABLE>

         The  following  table  sets  forth the total  number of units,  percent
leased and  average  base rental rate per unit as of the end of each of the last
five years for the Multifamily Properties:

                                                                    Average Base
                           Number             Percent                Rental Rate
   Year-End             of Units (1)         Leased (2)               Per Unit
   --------             ------------         -----------              --------
December 31, 2001          16,256                92.8%                    $752
December 31, 2000          17,189                94.0%                    $707
December 31, 1999          16,415                93.9%                    $688
December 31, 1998          15,381                93.5%                    $642
December 31, 1997          13,759                93.8%                    $631


(1)       Units (in this table only) refers to  multifamily  units owned at year
          end,  which  includes  2,833 units  partially  owned by CRLP at
          December 31, 2001.

(2)       Represents  weighted average  occupancy of the Multifamily  Properties
          that had achieved  stabilized  occupancy at the end of the  respective
          period.

Office Properties

         The 17 Office Properties owned by CRLP at December 31, 2001,  contain a
total of approximately 3.5 million rentable square feet.  Thirteen of the Office
Properties are located in Alabama  (representing  61% of the office  portfolio's
net  rentable  square  feet) , one is located in Atlanta,  Georgia and three are
located in  Florida.  The  Office  Properties  range in size from  approximately
30,000 square feet to 698,000  square feet.  Six of the Office  Properties  were
developed by Colonial,  three of the  Properties  were acquired at various since
the IPO, seven of the Properties  were acquired in 1997 and 1998, and one of the
Properties  was acquired in 1999.  All of the Office  Properties  are managed by
CRLP.

         The following table sets forth certain additional  information relating
to the Office Properties as of and for the year ended December 31, 2001.


<PAGE>

<TABLE>
<CAPTION>

                                Office Properties
                                                                                                     Average
                                                                                                      Base
                                                                   Net                                Rent
                                                                 Rentable                             Per       Total     Percent of
                                                     Year          Area                Total         Leased   Property    Total 2001
 Office                                           Completed       Square    Percent  Annualized      Square  Revenue for   Property
 Property (1)                          Location      (2)           Feet     Leased   Base Rent(2)     Foot     2001 (3)   Revenue(4)
------------------------------       -----------  ---------      -------    ------  --------------  -------  ------------- ---------
 Alabama:

<S>                                   <C>         <C>            <C>       <C>    <C>            <C>       <C>                 <C>
250 Commerce St                       Montgomery   1904/81        37,303    100.0% $   434,223    $  12.10  $    443,108        0.1%
AmSouth Center                        Huntsville      1990       154,421     97.4%   2,907,949 #     21.07     3,346,907        1.0%
Colonial Center Research Park         Huntsville      1999       133,482    100.0%   2,122,305       16.16     2,226,265        0.7%
Colonial Plaza                        Birmingham      1982       170,870     99.2%   3,082,565       20.45     3,387,049        1.0%
Emmett R. Johnson Building            Birmingham   1982/95       164,291     90.4%   2,178,543       20.16     2,914,742        0.9%
Independence Plaza                    Birmingham      1979       105,712     90.7%   1,830,964       16.32     1,561,585        0.5%
International Park                    Birmingham   1987/89       238,881     94.8%   4,329,595       17.97     4,274,720        1.4%
Interstate Park                       Montgomery   1982-85/89    225,050     94.4%   3,236,603       15.34     3,221,225        1.0%
Lakeside Office Park                  Huntsville   1989/90       121,413    100.0%   1,828,651       17.07     1,767,433        0.5%
Land Title Building                   Birmingham      1975        29,737    100.0%     399,757       15.23       162,153        0.1%
Perimeter Corporate Park              Huntsville   1986/89       234,467     97.3%   3,818,773       16.95     3,651,659        1.1%
Progress Center                       Huntsville   1983-91       224,329     87.4%   2,205,588       11.21     2,508,493        0.8%
Riverchase Center                     Birmingham   1984-88       301,177     86.2%   3,116,279       14.24     3,611,874        1.1%
Shades Brook Building (5)             Birmingham      1979       523,563                                                        0.2%
                                                              ----------    ------ -----------     -------    ----------       ----
    Subtotal-Alabama (13 Properties)                           2,141,133     93.8%  31,491,795       16.65    33,600,776       10.4%
                                                              ----------    ------ -----------     -------    ----------       ----
Florida:

Colonial Center TownPark 100          Orlando         2001      153,569        (8)   2,112,240         (8)       665,074(6)     0.2%
Concourse Center                      Tampa        1981/85      291,695      94.8%   3,910,572       17.20     5,067,744        1.6%
University Park Plaza                 Orlando         1985       72,496      73.5%     770,601       15.53       728,172        0.2%
                                                              ---------     ------ -----------     -------     ---------       ----
    Subtotal-Florida (3 Properties)                             517,760      90.6%   6,793,413       16.92     6,460,990        2.0%
                                                              ---------     ------ -----------     -------     ---------       ----
Georgia:

Colonial Center at Mansell Overlook   Atlanta      1987/96/97   698,394      87.9%  16,280,920       23.29    16,475,784        5.1%
Colonial Center at Mansell
      Overlook 500 (7)                Atlanta        2001       160,989        (8)   2,302,200          (8)      107,842(6)     0.0%
                                                              ---------     ------ -----------     --------    ---------       ----
    Subtotal-Georgia (1 Property)                               859,383      88.7%  18,583,120       23.29    16,583,626        5.1%
                                                              ---------     ------ -----------     --------   ----------       ----
    TOTAL (17 Properties)                                     3,518,276      92.1%$ 56,868,328     $ 18.02  $ 56,645,392       17.5%
                                                              =========     ====== ===========     ========   ==========       ====


<FN>

(1)      All Office Properties are 100% owned by CRLP with the exception of Land
         Title Building, which is 33.33% owned by CRLP.

(2)      Year initially  completed and,  where  applicable,  most recent year in
         which  the  Property  was  substantially   renovated  or  in  which  an
         additional phase of the Property was completed.

(3)      Total  2001  Office  Property  revenue  is CRLP's  share  (based on its
         percentage ownership of the property) of total Office Property revenue,
         unless   otherwise   noted.   However,   amounts  exclude  $486,378  of
         straight-line   rents  reflected  in  CRLP's   Consolidated   Financial
         Statements for the period ended December 31, 2001.

(4)      Percent of Total 2001 Property Revenue represents the Office Property's
         proportionate share of all revenue from CRLP's 108 Properties.

(5)      This property was sold during 2001.

(6)      Represents  revenues from the date of CRLP's  completion of development
         of this Property in 2001 through December 31, 2001.

(7)      This  property is located  within an office  complex and is included in
         the total as one office property.

(8)      This  property  is  currently  in lease-up  and is not  included in the
         property totals.
</FN>
</TABLE>



<PAGE>



         The following  table sets out a schedule of the lease  expirations  for
leases in place as of December 31, 2001,  for the Office  Properties  (including
all lease expirations for partially-owned Properties).

<TABLE>
<CAPTION>

                                            Net Rentable        Annualized       Percent of Total
        Year of          Number of            Area Of          Base Rent of      Annual Base Rent
         Lease         Tenants with        Expiring Leases       Expiring         Represented by
       Expiration      Expiring Leases     (Square Feet) (1)   Leases (1)(2)     Expiring Leases (1)
---------------------------------------------------------------------------------------------------

<S>   <C>                        <C>              <C>           <C>                          <C>
      2002                       106              428,963       $ 6,536,131                  11.5%
      2003                       106              453,224         7,015,903                  12.3%
      2004                       102              492,033         7,811,026                  13.7%
      2005                       128              629,370         9,765,540                  17.2%
      2006                        82              451,983         7,061,432                  12.4%
      2007                        36              264,531         4,355,522                   7.7%
      2008                        16              211,380         8,532,237                  15.0%
      2009                         7               76,915         1,062,121                   1.9%
      2010                         9               87,448         1,652,286                   2.9%
      2011                         7               60,174           778,021                   1.4%
      Thereafter                  14              109,629         2,298,109                   4.0%
                      ---------------     ----------------    --------------    -------------------
                                 613            3,265,650      $ 56,868,328                 100.0%
                      ===============     ================    ==============    ===================


<FN>
(1)       Excludes  approximately  253,000 square feet of space not leased as of
          December 31, 2001.
(2)       Annualized base rent is calculated using base rents as of December 31,
          2001.
</FN>
</TABLE>
         The following  sets forth the net rentable  area,  total percent leased
and average base rent per leased square foot for each of the last five years for
the Office Properties:
<TABLE>
<CAPTION>

                                                                                               Average Base
                                      Rentable Area                      Total                Rent Per Leased
       Year-end                     (Square Feet) (2)               Percent Leased            Square Foot (1)
       --------                     -----------------               --------------            ---------------
<S>      <C> <C>                          <C>                            <C>                         <C>
December 31, 2001                         3,518,000                      92.1%                       $18.02
December 31, 2000                         3,244,000                      94.6%                       $16.43
December 31, 1999                         3,138,000                      93.3%                       $15.29
December 31, 1998                         2,707,000                      92.2%                       $14.58
December 31, 1997                         1,859,000                      95.5%                       $12.18
-----------------

<FN>
(1)       Average  base rent per leased  square  foot is  calculated  using base
          rents as of December 31 for each respective year.
(2)       Rentable  square feet  includes  29,737  square feet that is partially
          owned by the Company at December 31, 2001.
</FN>
</TABLE>

Retail Properties

         The 42 Retail Properties owned by CRLP at December 31, 2001,  contain a
total of approximately 14.9 million square feet (including space owned by anchor
tenants).  Fifteen of the Retail  Properties  are  located in  Alabama,  ten are
located in  Florida,  seven are  located in  Georgia,  six are  located in North
Carolina, one is located in South Carolina, one is located in Tennessee,  one is
located in Texas, and one is located in Virginia.  The Retail Properties consist
of 17 enclosed regional malls, two power centers,  and 23 neighborhood  shopping
centers.  Twelve of the 42 Retail Properties were originally  developed by CRLP,
and 30 were acquired  between 1994 and 2000.  All of the Retail  Properties  are
managed by CRLP.

         The  following  table sets forth  certain  information  relating to the
Retail Properties as of and for the year ended December 31, 2001.


<PAGE>
<TABLE>
<CAPTION>



                                                              Retail Properties

                                                                                                         Average
                                                                                                          Base
                                                                      Gross                               Rent
                                                                    Leasable                              Per       Total Percent of
                                                         Year          Area    Number           Total    Leased   PropertyTotal 2001
 Retail                                               Completed      (Square     Of   Percent Annualized Square  Revenue forProperty
 Property (1)                              Location       (2)        Feet) (3) Stores Leased(3)Base Rent  Foot(4)  2001(9)Revenue(5)
----------------------------------------------------------------------------------------------------------------------------------

 Alabama:

<S>                                        <C>         <C>          <C>        <C>   <C>    <C>         <C>    <C>            <C>
Colonial Mall Auburn/Opelika               Auburn       1973/84/89     399,713    61   90.1% $2,845,813  $18.43 $ 4,749,010    1.5%
Colonial Mall Bel Air                      Mobile       1966/90/97   1,071,450   122   90.8%  9,487,190   17.58  13,677,207    4.2%
                                                                       357,538
Colonial Mall Decatur                      Decatur      1979/89        494,967    57   86.1%  3,505,701   18.00   5,615,512    1.7%
                                                                        80,866
Colonial Mall Gadsden                      Gadsden      1974/91        532,387    69   99.2%  3,542,448   18.26   5,830,518    1.8%
Colonial Promenade Madison                 Madison         2000        110,712    13   91.9%  1,088,549   13.18     631,389    0.2%
Colonial Promenade Montgomery              Montgomery   1990/97        273,196    38   96.3%  2,778,183   14.27   3,094,802    1.0%
                                                                       145,830
Colonial Promenade Trussvile               Birmingham      2000        388,302    25  100.0%  3,466,126   14.85   4,234,496    1.3%
Colonial Promenade Tutwiler Farm           Birmingham      2000        516,977    22  100.0%  3,116,307   15.05   3,631,217    1.1%
Colonial Shoppes Bellwood                  Montgomery      1988         88,482    22   98.4%    793,251   12.61     936,457    0.3%
Colonial Shoppes Inverness                 Birmingham      1984         28,243     4   91.5%    407,023   13.80     532,853    0.2%
Colonial Shoppes McGehee                   Montgomery      1986         98,354    15   82.9%    699,599   12.39     862,893    0.3%
Old Springville Shopping Center            Birmingham      1982         63,702    13   44.8%    221,257    7.75     401,064    0.1%
Olde Town Shopping Center                  Montgomery   1978/90         38,814    15   81.2%    290,603    8.92     363,348    0.1%
P&S Building (11)                          Gadsden      1946/76/91      39,560     1  100.0%    182,874    4.50     178,020    0.1%
Colonial Brookwood Village                 Birmingham   1973/91/01     455,125    66     (8)  4,323,439     (8)   3,144,688    1.0%
                                                                       231,953
Parkway City Mall                          Huntsville      1975        285,545     2     (8)        --      (8)     305,521    0.1%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-Alabama (15 Properties)                                 5,701,716   545   92.9% 36,931,237   16.01  48,188,995   14.9%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
Florida:

Colonial Promenade Bardmoor Village        St. Petersburg  1981        152,667    31   86.9%  1,297,585   15.70   1,687,140    0.5%
Colonial Promenade Bear Lake               Orlando         1990        131,552    23   79.0%    989,265   13.69   1,454,891    0.4%
Colonial Promenade Burnt Store             Punta Gorda     1990        198,802    22   91.9%  1,243,854   10.02   1,634,092    0.5%
Colonial Promenade Hunter's Creek          Orlando      1993/95        222,136    27   98.6%  2,044,810   16.59   2,579,356    0.8%
Colonial Promenade Lakewood                Jacksonville    1995        195,884    54   93.4%  1,954,132   12.59   2,352,746    0.7%
Colonial Promenade Northdale               Tampa           1988        175,917    26   98.6%  1,649,052   16.94   1,996,413    0.6%
                                                                        55,000
Colonial Promenade Tuskawilla  (10)        Orlando         1990                                                   1,229,781    0.4%
Colonial Promenade University Park         Orlando      1986/89        399,128    42   65.4%  2,702,991   13.66   2,847,431    0.9%
Colonial Promenade Wekiva                  Orlando         1990        208,568    33   96.9%  2,116,647   14.46   2,589,892    0.8%
Colonial Promenade Winter Haven            Orlando         1986        197,472    23   91.1%  1,284,255   10.51   1,701,339    0.5%
Colonial Shoppes Paddock Park (10)         Ocala           1988                                                     622,807    0.2%
Orlando Fashion Square                     Orlando   1973/89/93        710,671   122   83.4%  9,501,082   28.06   8,657,648    2.7%
                                                                       361,432
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-Florida (10 Properties)                                 3,009,229   403   86.4% 24,783,673   19.43  29,353,536    9.1%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----

Georgia:

Britt David                                Columbus        1990        109,630    10   71.7%    589,228   13.48     548,903    0.2%
Colonial Mall Glynn Place                  Brunswick       1986        281,989    62   89.0%  2,841,622   18.53   4,558,681    1.4%
                                                                       225,558
Colonial Mall Lakeshore                    Gainesville  1984-97        518,290    61   91.7%  3,408,475   18.39   5,590,200    1.7%
Colonial Mall Macon                        Macon     1975/88/97        759,500   154   85.1% 10,736,016   25.51  17,707,010    5.5%
                                                                       682,160
Colonial Mall Valdosta                     Valdosta     1982-85        326,431    59   94.0%  3,359,807   17.72   6,026,813    1.9%
                                                                        73,723
Colonial Promenade Beechwood               Athens       1963/92        343,569    44   89.6%  2,649,233   10.82   2,956,913    0.9%
Village at Roswell Summit                  Atlanta         1988         25,510     8   95.1%    378,380   15.42     479,221    0.1%

                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-Georgia (7 Properties)                                  3,346,360   398   88.4% 23,962,761   19.35  37,867,741   11.7%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
North Carolina:

Colonial Mall Burlington                   Burlington   1969/86/94     415,983    49   91.9%  2,741,050   20.80   5,027,372    1.6%
Colonial Mall Greenville                   Greenville   1965/89/99     417,500    61   91.9%  3,578,067   18.79   5,748,000    1.8%
                                                                        46,051
Colonial Mayberry Mall                     Mount Airy   1968/86        149,590    23   96.4%    819,468   12.57   1,296,853    0.4%
                                                                        57,843
Colonial Shoppes Quaker                    Greensboro   1968/88/97     102,426    29   93.6%  1,059,621   14.83   1,356,269    0.4%
Colonial Shoppes Stanly                    Locust       1987/96         47,070     7  100.0%    273,137    9.40     339,822    0.1%
Colonial Shoppes Yadkinville               Yadkinville  1971/97         90,917    15  100.0%    691,093    7.39     812,611    0.3%

                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-North Carolina (6 Properties)                           1,327,380   184   93.5%  9,162,436   16.77  14,580,927    4.5%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
South Carolina:

Colonial Mall Myrtle Beach                 Myrtle Beach       1986     494,128    70   92.2%  4,341,845   21.06   8,465,869    2.6%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-South Carolina (1 Property)                               494,128    70   92.2%  4,341,845   21.06   8,465,869    2.6%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
Tennessee:

Rivermont Shopping Center                  Chattanooga  1986/97         73,539     9   93.9%    351,903    7.66     472,258    0.1%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-Tennessee (1 Property)                                     73,539     9   93.9%    351,903    7.66     472,258    0.1%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
Texas

Temple Mall                                Temple       1981/96        466,150    55   81.6%  3,244,310   20.70   5,948,458    1.8%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-Texas (1 Property)                                        575,127    55   81.6%  3,244,310   20.70   5,948,458    1.8%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----

Virginia:

Colonial Mall Staunton                     Staunton     1969/86/97     423,038    44   75.2%  1,807,198   11.65   3,233,286    1.0%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
    Subtotal-Virginia (1 Property)                                     423,038    44   75.2%  1,807,198   11.65   3,233,286    1.0%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----
   Total (42 Properties)                                           14,950,517  1,708  89.6%$104,585,363  $18.03$148,111,070   45.7%
                                                                    ----------  ----  ------ ----------   -----  ----------   -----


(footnotes on next page)


<FN>
(1)      All Retail  Properties  are 100% owned by CRLP,  with the  exception of
         Orlando  Fashion  Square,  Parkway City Mall,  and  Colonial  Promenade
         Madison, which are owned 50% by CRLP.

(2)      Year initially  completed and, where  applicable,  year(s) in which the
         Property  was  substantially  renovated or an  additional  phase of the
         Property was completed.

(3)      Total GLA includes  space owned by anchor  tenants,  but Percent Leased
         excludes such space.

(4)      Includes specialty store space only.

(5)      Percent of Total 2001 Property Revenue represents the Retail Property's
         proportionate share of all revenue from the 108 Properties.

(6)      Represents space owned by anchor tenants.

(7)      Represents  revenues from the date of CRLP's  acquisition or completion
         of development of the Property in 2001 through December 31, 2001.

(8)      This property is currently under  redevelopment  or lease-up and is not
         included in the property total.

(9)      Amounts  exclude  $965,475 of  straight-line  rents reflected in CRLP's
         consolidated financial statements for the year ended December 31, 2001.

(10)     This property was sold during 2001.

(11)     This property is located  adjacent to CM Gadsden and is included in the
         total as one retail property.
</FN>
</TABLE>


         The following  table sets forth the total gross leasable area,  percent
leased and average base rent per leased square foot as of the end of each of the
last five years for the Retail Properties:


                                 Gross                            Average
                             Leasable Area       Percent       Base Rent Per
   Year-End                (Square Feet) (1)      Leased   Leased Square Foot(2)
   --------                -----------------      ------  ----------------------
December 31, 2001             14,951,000           89.6%          $18.03
December 31, 2000             15,184,000           90.2%          $17.38
December 31, 1999             13,947,000           89.9%          $16.66
December 31, 1998             11,105,000           91.9%          $14.48
December 31, 1997              8,880,000           93.3%          $14.38

(1)      Includes  1,106,928 square feet partially owned by CRLP at December 31,
         2001.

(2)      Average base rent per leased square foot is calculated  using specialty
         store year-end base rent figures.

         The following  table sets out a schedule of the lease  expirations  for
leases in place as of December 31, 2001, for the Retail Properties:

<TABLE>
<CAPTION>

                                       Net Rentable        Annualized        Percent of Total
       Year of        Number of           Area Of         Base Rent of       Annual Base Rent
        Lease        Tenants with      Expiring Leases      Expiring          Represented by
       Expiration    Expiring Leases   (Square Feet) (1)  Leases (1)(2)      Expiring Leases (1)
-----------------------------------------------------------------------------------------------

<S>   <C>                     <C>          <C>            <C>                            <C>
      2002                    329          1,037,034      $ 12,256,316                   11.7%
      2003                    214            979,860         8,792,112                    8.4%
      2004                    226          1,318,175        10,322,617                    9.9%
      2005                    213            823,278        10,502,914                   10.0%
      2006                    185          1,616,058        12,615,076                   12.1%
      2007                    124          1,210,775         8,491,921                    8.1%
      2008                     66            480,569         4,577,328                    4.4%
      2009                     68            578,766         5,418,719                    5.2%
      2010                     91            940,740         8,198,707                    7.8%
      2011                    101            802,500         9,533,540                    9.1%
      Thereafter               91          3,496,116        13,876,113                   13.3%
                    --------------    ---------------    --------------     -------------------
                            1,708         13,283,871     $ 104,585,363                  100.0%
                    ==============    ===============    ==============     ===================


<FN>
(1)       Excludes  1,667,000 square feet of space not leased as of December 31,
          2001.
(2)       Annualized base rent is calculated using base rents as of December 31,
          2001.
</FN>
</TABLE>
<PAGE>

Undeveloped Land

         CRLP  owns  various  parcels  of  land,   which  are  held  for  future
development (collectively,  the "Land"). Land adjacent to Multifamily Properties
typically  will be considered  for potential  development of another phase of an
existing  Multifamily Property if CRLP determines that the particular market can
absorb  additional   apartment  units.  For  expansions  at  Office  and  Retail
Properties,  CRLP  owns  parcels  both  contiguous  to  the  boundaries  of  the
properties,  which would accommodate  additional office buildings,  expansion of
the mall or shopping center,  and outparcels which are suitable for restaurants,
financial institutions or free standing retailers.

Property Markets

         The table  below sets forth  certain  information  with  respect to the
geographic concentration of the Properties as of December 31, 2001.

                     Geographic Concentration of Properties
<TABLE>
<CAPTION>

                     Geographic Concentration of Properties

                                                                                   Percent

                     Units                                        Total           Of Total
                    (Multifamily)   NRA            GLA         2001 Property    2001 Property
     State            (1)        (Office)(3)    (Retail) (2)     Revenue           Revenue
----------------   ----------   ------------   ------------   --------------   ---------------

<S>                    <C>        <C>            <C>          <C>                       <C>
 Alabama               7,888      2,141,133      5,701,716    $ 133,051,233             41.1%
 Florida               5,402        517,760      3,009,229       79,290,707             24.5%
 Georgia               1,382        859,383      3,346,360       65,960,013             20.4%
 Mississippi             498            -0-            -0-        4,118,186              1.3%
 North Carolina          -0-            -0-      1,327,380       14,580,927              4.5%
 South Carolina          764            -0-        494,128       14,418,050              4.4%
 Tennessee               -0-            -0-         73,539          472,258              0.1%
 Texas                   322            -0-        575,127        8,940,691              2.7%
 Virginia                -0-            -0-        423,038        3,233,286              1.0%
                   ----------   ------------   ------------   --------------   ---------------
     Total            16,256      3,518,276     14,950,517    $ 324,065,351            100.0%
                   ==========   ============   ============   ==============   ===============


<FN>
(1)      Units (in this table only) refer to multifamily apartment units.
(2)      GLA refers to gross leaseable area of retail space.
(3)      NRA refers to net rentable area of office space.
</FN>
</TABLE>

         CRLP believes that the  demographic  and economic trends and conditions
in the  markets  where the  Properties  are  located  indicate a  potential  for
continued growth in property net operating income. The Properties are located in
a variety of distinct submarkets within Alabama, Florida, Georgia,  Mississippi,
North  Carolina,  South  Carolina,   Tennessee,  Texas  and  Virginia.  However,
Birmingham,   Huntsville   and   Montgomery,   Alabama,   Orlando,   Tampa   and
Sarasota/Bradenton,  Florida, and Macon and Atlanta, Georgia, are CRLP's primary
markets.  CRLP  believes  that its  markets  in these  nine  states,  which  are
characterized by stable and increasing  population and employment growth, should
continue  to  provide  a steady  demand  for  multifamily,  office,  and  retail
properties.

Mortgage Financing

         Certain of the  Properties  are subject to mortgage  indebtedness.  The
Properties whose financial results are consolidated in the financial  statements
of CRLP are subject to existing mortgage indebtedness and other notes payable in
an aggregate  amount as of December 31, 2001,  of  approximately  $1.19  billion
carrying  a  weighted  average  interest  rate of 5.93% and a  weighted  average
maturity  of 5.2  years.  The  mortgage  indebtedness  on the  Properties  as of
December 31, 2001, is set forth in the table below:


<PAGE>
<TABLE>
<CAPTION>

                         Mortgage Debt and Notes Payable

                                                                     Anticipated
                                                                     Annual Debt
                                                      Principal        Service                      Estimated
                                        Interest    Balance (as of     (1/1/02-      Maturity      Balance Due
 Property (1)                            Rate         12/31/01)       12/31/02)        Date        on Maturity
-------------------------------------   -------    ---------------  --------------  -----------   -------------
 Multifamily Properties:

<S>                                     <C>            <C>              <C>           <C>     <C> <C>
     CG at Carrollwood                  7.490%         10,200,000       $ 763,980     08/27/09    $ 10,200,000
     CG at Natchez Trace                7.950%          6,730,915         609,195     09/01/35          47,813
     CG at Natchez Trace                8.000%          4,013,960         371,388     02/01/37          29,071
     CV at Ashley Plantation            7.980%         15,090,000       1,204,182     07/01/10      15,090,000
     CV at Ashley Plantation            6.590%          9,557,948         753,727     07/01/10 (5)   8,537,948
     CG at Edgewater                    6.810%         21,788,244       1,722,844     12/01/10      22,000,000
     CG at Madison                      2.983%         17,756,649         846,764     07/01/11 (2)   9,350,307
     CG at Promenade                    6.810%         22,729,100       1,797,239     12/01/10      22,950,000
     CG at Galleria Woods               6.910%          9,493,437         771,346     07/01/09       8,459,760
     CV at Inverness                    2.160%          9,900,000         278,439     07/01/26 (2)   9,900,000
     CG at Hunters Creek                7.980%         18,999,000       1,516,120     07/01/10      18,999,000
     CG at Hunters Creek                6.590%         11,417,491         895,013     07/01/10 (5)  10,307,491
     CG at Galleria                     2.160%         22,400,000         630,000     06/15/26 (2)  22,400,000
     CG at Research Park                2.160%         12,775,000         359,298     06/15/26 (2)  12,775,000
     CG at Riverchase                   2.983%         20,921,042       1,000,008     06/29/10 (2)  11,038,141
     CV at Vernon Marsh                 2.160%          3,400,000         112,537     07/01/26 (2)   3,400,000
     CV at Lake Mary                    7.980%         14,151,173       1,129,264     07/01/10       4,500,000
     CV at Lake Mary                    6.590%          8,786,494         694,832     07/01/10 (5)   7,826,494

 Office Properties:

     Interstate Park                    8.500%          3,235,361         643,440     08/01/03       2,648,144
     Colonial Center at Mansell Overlook8.250%         16,882,114       1,595,700     01/10/08      13,692,324
     Perimeter Corporate Park           8.680%          4,991,218         596,130     12/01/03       4,858,772

 Retail Properties:

     Colonial Promenade Montgomery      7.490%         12,250,000         917,520     08/27/09      12,250,000
     Rivermont Shopping Center          10.125%         1,341,578         272,670     09/01/08          52,091
     Colonial Promenade Unversity Park  7.490%         21,500,000       1,610,352     08/27/09      21,500,000
     Village at Roswell Summit          8.930%          1,544,012         170,219     09/01/05       1,401,860

 Other debt:

     Land Loan                          8.000%            543,232          43,459     09/30/02         512,385
     Line of Credit                     3.080% (3)    261,365,000       9,152,171     04/14/03 (4) 261,365,000
     Unsecured Senior Notes             8.050%         65,000,000       5,201,865     07/15/06      65,000,000
     Unsecured Senior Notes             7.000%        175,000,000      12,136,926     07/15/07     175,000,000
     Medium Term Notes                  7.050%         50,000,000       3,525,000     12/15/03      50,000,000
     Medium Term Notes                  7.160%         50,000,000       3,580,000     01/17/03      50,000,000
     Medium Term Notes                  3.817%         75,000,000       2,862,750     07/26/04 (6)  75,000,000
     Medium Term Notes                  6.960%         25,000,000       1,740,000     08/01/05      25,000,000
     Medium Term Notes                  6.980%         25,000,000       1,745,000     09/26/05      25,000,000
     Medium Term Notes                  8.190%         25,000,000       2,047,500     08/01/04      25,000,000
     Medium Term Notes                  7.930%         57,500,000       4,559,750     08/01/02      57,500,000
     Medium Term Notes                  8.820%         25,000,000       2,205,000     02/01/05      25,000,000
     Medium Term Notes                  8.800%         20,000,000       1,760,000     02/01/10      20,000,000
     Medium Term Notes                  8.800%          5,000,000         440,000     03/01/10       5,000,000
     Medium Term Notes                  8.050%         10,000,000         805,000     12/01/10      10,000,000
     Medium Term Notes                  8.080%         10,000,000         808,000     12/01/10      10,000,000
     Medium Term Notes                  7.460%         10,000,000         746,000     12/01/06      10,000,000
     Fair value derivative instrument                   1,292,678                                    1,292,678
     Unamortized Discount on Senior Notes                (765,125)                                    (765,125)
                                                   ---------------  --------------                -------------
 TOTAL                                             $ 1,191,790,520   $ 74,620,627                 $ 1,144,119,154
                                                   ===============  ==============                =============

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

<FN>
(1)      As noted in the table,  certain Properties were developed in phases and
         separate mortgage indebtedness may encumber each of the various phases.
         In the listing of property  names,  CG has been used as an abbreviation
         for Colonial Grand and CV as an abbreviation for Colonial Village.

(2)      The maturity date noted represents the date on which credit enhancement
         expires for the tax-exempt  municipal bonds put in place as part of the
         original  financing for the Property.  The stated maturity date for the
         loans is August 1, 2022.

(3)      This line of credit  facility bears interest at a variable rate,  based
         on LIBOR plus a spread of 115 basis points.  The facility also includes
         a  competitive  bid  feature  that  allows  CRLP to  convert up to $150
         million under the line of credit to a fixed rate,  for a fixed term not
         to exceed 90 days.  At  December  31,  2001,  CRLP had  $135.0  million
         outstanding under the competitive bid feature.

(4)      This credit  facility has a term of three years beginning in March 2000
         and provides for a two-year  amortization  in the event of non-renewal.
         Effective  December 2001, CRLP entered interest rate swap agreements of
         $150.0  million  on its line of  credit,  which  fixes  the rate on the
         floating  line for one year at a blended rate of 2.24% plus a spread of
         115 basis points.

(5)      Represents  floating rate debt that has been swapped to a fixed rate of
         6.59%.

(6)      $50.0 million of this medium term fixed rate debt has been swapped to a
         floating index rate of 3-mo LIBOR.
</FN>
</TABLE>

<PAGE>

         In  addition  to the  foregoing  mortgage  debt,  the  ten  Multifamily
Properties,  one Office Property and three Retail  Properties in which CRLP owns
partial  interests (and which  therefore are not  consolidated  in the financial
statements of CRLP) also are subject to existing mortgage  indebtedness.  CRLP's
pro-rata share of such  indebtedness  as of December 31, 2001, was  $67,347,553,
which carried a weighted  average  interest rate of 6.29%. The maturity dates of
these loans range from January 15, 2006 and February 1, 2015, and as of December
31, 2001, the loans had a weighted  average  maturity of 4.4 years.  In November
2000,  CRLP  engaged in an interest  rate swap  agreement on $5.0 million of the
variable  rate  debt,  and  fixed the rate on the debt to 7.99% for a term of 15
months.

Item 3.           Legal Proceedings.

         Neither CRLP nor the Properties  are presently  subject to any material
litigation  nor, to CRLP's  knowledge,  is any  material  litigation  threatened
against CRLP or the  Properties,  other than routine  litigation  arising in the
ordinary  course of  business  which is  expected  to be  covered  by  liability
insurance.

Item 4.           Submission of Matters to a Vote of Security Holders.

         No  matters  were  submitted  to CRLP's  unitholders  during the fourth
quarter of 2001.

                                     PART II

Item 5.           Market for Registrant's Common Equity and Related Shareholder
                  Matters.

         There is no  established  public  trading  market for the Units.  As of
March 11, 2002, there were 110 holders of record of Units.

         CRLP has made consecutive  quarterly  distributions since its formation
in the third quarter of 1993. CRLP's ability to make distributions  depends on a
number of factors,  including  its net cash  provided by  operating  activities,
capital commitments and debt repayment schedules.  Holders of Units are entitled
to receive  distributions  when,  as and if declared by the Board of Trustees of
the Company,  its general partner,  out of any funds legally  available for that
purpose.

         The following table sets forth the  distributions per Unit paid by CRLP
during the periods noted:

                  Calendar Period                       Distribution

         2001:

            First Quarter............................   $     .63
            Second Quarter...........................   $     .63
            Third Quarter............................   $     .63
            Fourth Quarter...........................   $     .63
         2000:

            First Quarter............................   $     .60
            Second Quarter...........................   $     .60
            Third Quarter............................   $     .60
            Fourth Quarter...........................   $     .60





<PAGE>



Item 6.           Selected Financial Data.

         The  following  table  sets  forth  selected  financial  and  operating
information  on a  historical  basis for CRLP for each of the five  years  ended
December 31, 2001.
<TABLE>
<CAPTION>

Dollar amounts in thousands, except unit data                 2001          2000          1999         1998         1997
-------------------------------------------------------------------------------------------------------------------------
OPERATING DATA

<S>                                                       <C>           <C>           <C>         <C>          <C>
Total revenue                                             $316,325      $302,310      $282,248    $ 257,216    $ 184,126
Expenses:
    Depreciation and amortization                           72,357        63,884        55,185       48,647       23,533
    Other operating expenses                               103,326        96,893        94,038       87,821       46,819
Income from operations                                     140,642       141,533       133,025      120,748       87,267
Interest expense                                            71,397        71,855        57,211       52,063       40,496
Other income (expense), net                                 17,154         9,865         9,489         (62)        3,069
Income before extraordinary items                           86,399        79,543        85,303       68,623       49,840
Distibutions to preferred unitholders                       22,280        19,813        18,531       10,938        1,671
Net income available to common unitholders                  64,119        59,312        66,144       57,284       44,519
Per unit - basic and diluted:
    Net income                                                2.00          1.82          1.88         1.64         1.58
    Distributions                                             2.52          2.40          2.32         2.20         2.00
-------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA

Land, buildings, and equipment, net                    $ 1,756,255   $ 1,769,500   $ 1,586,332  $ 1,566,840  $ 1,268,430
Total assets                                             2,014,383     1,943,547     1,864,146    1,756,548    1,396,660
Total debt                                               1,191,791     1,179,095     1,039,863      909,322      702,044
-------------------------------------------------------------------------------------------------------------------------
OTHER DATA

Total properties (at end of period)                            108           115           111          106           93

</TABLE>



<PAGE>



Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

GENERAL

CRLP is the operating  partnership  the Company,  whose shares are listed on the
New York Stock Exchange.  The Company is engaged in the ownership,  development,
management,  and leasing of multifamily  communities,  office buildings,  retail
malls and shopping  centers.  The Company owns and operates  properties  in nine
states in the Sunbelt  region of the United  States.  As of December  31,  2001,
CRLP's real estate portfolio consisted of 49 multifamily communities,  17 office
properties, and 42 retail properties.

CRLP manages its business with three separate and distinct operating  divisions:
Multifamily,  Office, and Retail.  Each division has an Executive Vice President
that oversees  growth and operations and has a separate  management team that is
responsible  for  acquiring,  developing,  and  leasing  properties  within each
division.  This  structure  allows  Colonial to utilize  specialized  management
personnel  for  each  operating  division.   Although  these  divisions  operate
independently from one another,  constant communication among the Executive Vice
Presidents  provides CRLP with unique synergy allowing CRLP to take advantage of
a variety of investment opportunities.

The following  discussion  should be read in conjunction  with the  Consolidated
Financial  Statements and Notes to Consolidated  Financial  Statements appearing
elsewhere  in this  report.  As used  herein,  the  terms  "Colonial"  or "CRLP"
includes  Colonial  Properties  Trust,  and  one or  more  of  its  subsidiaries
including, among others, CRLP.

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  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.

Results of Operations--2001 vs. 2000

In 2001, CRLP experienced  growth in revenues and operating  expenses,  which is
primarily the result of the acquisition and development of 14 properties and the
expansion of one property  during 2001 and 2000,  net of the  disposition  of 15
properties during 2001 and 2000. As a result of the acquisitions,  developments,
expansions,  and dispositions,  CRLP's income from operations  decreased by $0.9
million, or 0.6%, for 2001 when compared to 2000. On a per unit basis, basic net
income is $2.00 for  2001,  a 9.9%  increase,  compared  to $1.82 for 2000.  The
increase in net income available to common unitholders,  on a per unit basis, is
primarily the result of the gain  recognized on the sales of nine  properties in
2001 of $15.7 million,  compared to the gain of $8.2 million  recognized in 2000
on the sale of six properties.

Revenues--Total  revenues increased by $14.0 million,  or 4.6%, during 2001 when
compared to 2000. Of this increase,  $8.1 million relates to revenues  generated
by properties that were acquired,  developed,  or expanded during 2001 and 2000,
net  of  properties  disposed.  The  remaining  increase  primarily  relates  to
increases  in rental  rates at existing  properties,  lease  buyouts,  ancillary
income,  and the  consolidation  of Colonial  Properties  Services,  Inc. (CPSI)
during  2001.  The office  division  accounts  for the  majority  of the overall
revenue increase,  approximately $6.8 million,  while the retail and multifamily
divisions  account  for  $5.7  million  and  $1.5  million,   respectively.  The
divisional  revenue  growth  is  primarily   attributable  to  the  acquisition,
development, and expansion of 8 multifamily properties, 3 office properties, and
4 retail properties,  net of the disposition of 11 multifamily  properties,  one
office property, and 3 retail properties during 2001 and 2000.

Operating  Expenses--Total  operating  expenses  increased by $14.9 million,  or
9.3%, during 2001 when compared to 2000. Of this increase,  $3.5 million relates
to  additional  property  operating  expenses and  additional  depreciation  and
amortization  of $3.6 million  associated  with  properties  that were acquired,
developed,  or  expanded  during  2001 and 2000,  net of  operating  expenses of
properties  disposed  of during  2001 and 2000.  Divisional  property  operating
expenses  increased  by $1.9  million,  $3.9  million,  and $5.8 million for the
multifamily,  office,  and  retail  divisions,  respectively,  during  2001 when
compared to 2000.  The increase in  divisional  property  operating  expenses is
primarily  attributable  to the  acquisition,  development,  and  expansion of 8
multifamily properties, 3 office properties, and 4 retail properties, net of the
disposition  of 11 multifamily  properties,  one office  property,  and 3 retail
properties  during 2001 and 2000.  The  remaining  change  primarily  relates to
increases in operating expenses at existing  properties and the consolidation of
CPSI during 2001.

Other Income and Expenses--Interest  expense decreased by $0.5 million, or 0.6%,
during 2001 when compared to 2000. The decrease in interest expense is primarily
attributable to the decrease in the variable  interest rate  environment in 2001
as compared  to 2000,  of which CRLP has $264.1  million of  floating  rate debt
outstanding as of December 31, 2001. Gains from sales of property increased $7.5
million  during  2001  when  compared  to  2000,  as a  result  of the sale of 9
properties in 2001 as compared to 6 properties in 2000.

Results of Operations--2000 vs. 1999

In 2000, CRLP experienced  growth in revenues and operating  expenses,  which is
the result of the acquisition and development of 16 properties and the expansion
of 4 properties  during 2000 and 1999,  net of the  disposition of 13 properties
during 2000 and 1999. As a result of the acquisitions, developments, expansions,
and dispositions,  CRLP's income from operations  increased by $8.5 million,  or
6.4%,  for 2000 when compared to 1999. On a per unit basis,  net income is $1.82
for 2000,  a 3.2%  decrease,  compared  to $1.88 for 1999.  The  decrease in net
income  available  to common  shareholders,  on a per share  basis,  is directly
attributable  to  the  increase  in  depreciation  expense  as a  result  of the
acquisition, development, and expansion of 20 properties in 2000 and 1999.

Revenues--Total  revenues increased by $20.1 million,  or 7.1%, during 2000 when
compared to 1999. Of this increase, $ 16.6 million relates to revenues generated
by properties that were acquired,  developed,  or expanded during 2000 and 1999,
net  of  properties  disposed.  The  remaining  increase  primarily  relates  to
increases in rental rates at existing  properties and lease buyouts during 2000.
The retail division  accounts for the majority of the overall revenue  increase,
approximately $10.5 million,  while the office and multifamily divisions account
for $9.3 million and $0.3 million,  respectively.  The divisional revenue growth
is primarily attributable to the acquisition,  development,  and expansion of 12
multifamily properties, 4 office properties, and 4 retail properties, net of the
disposition of 12 multifamily properties and one retail property during 2000 and
1999.

Operating  Expenses--Total  operating  expenses  increased by $11.6 million,  or
7.7%,  during 2000 when compared to 1999. The majority of this increase  relates
to  additional  property  operating  expenses  of $3.6  million  and  additional
depreciation  of $4.1 million  associated  with  properties  that were acquired,
developed,  or  expanded  during  2000 and 1999,  net of  operating  expenses of
properties  disposed of during 2000 and 1999.  Depreciation  expense on existing
properties  increased  by $2.6  million  during  2000  when  compared  to  1999.
Divisional property operating expenses increased by $0.9 million,  $4.4 million,
and  $5.4  million  for  the   multifamily,   office,   and  retail   divisions,
respectively,  during 2000 when  compared to 1999.  The  increase in  divisional
property  operating  expenses  is  primarily  attributable  to the  acquisition,
development,  and expansion of 12 multifamily  properties,  4 office properties,
and 4 retail properties, net of the disposition of 12 multifamily properties and
one retail property during 2000 and 1999. The remaining change primarily relates
to increases in operating expenses at existing properties.

Other  Income and  Expenses--Interest  expense  increased by $14.6  million,  or
25.6%,  during 2000 when compared to 1999.  The increase in interest  expense is
primarily  attributable  to the issuance of $152.5  million in Medium Term Notes
during  2000 and  1999,  and the  increased  usage of  CRLP's  line of credit in
conjunction with the financing of acquisitions,  developments,  expansions,  and
investment activities.

LIQUIDITY AND CAPITAL RESOURCES

During 2001,  CRLP  invested  $161.8  million in the  acquisition,  development,
re-development,  and expansion of properties.  This  acquisition and development
activity  increased CRLP's  multifamily,  office,  and retail property holdings.
CRLP financed the growth through  proceeds from the issuance of $50.0 million of
preferred  stock through the Company,  public  offerings of debt totaling  $10.0
million during 2001, advances on its bank line of credit, disposition of assets,
and cash from operations.


<PAGE>




Acquisition and Development Activities

Multifamily Properties--During 2001, CRLP completed development of 440 apartment
units in two  multifamily  communities  and acquired land on which it intends to
develop  additional  multifamily  communities.  The aggregate  investment in the
multifamily developments during 2001 was $39.0 million. As of December 31, 2001,
CRLP has 544 apartment units in 3 multifamily  communities  under development or
redevelopment.  Management  anticipates that the 3 multifamily  projects will be
completed  during 2002.  Management  estimates that it will invest an additional
$3.3 million to complete these multifamily communities.

Office  Properties--During  2001, CRLP increased its office portfolio by 318,161
square feet with the  development  of two office  buildings.  In addition,  CRLP
began  development on two office properties in Orlando,  Florida.  The aggregate
investment in the office developments during 2001 was $57.5 million.  Management
estimates  that it will invest an  additional  $33.0  million to complete  these
properties.

Retail  Properties--During  2001, CRLP completed the redevelopment of two retail
properties,  and began  the  development  of one  community  shopping  center in
Birmingham,  Alabama. The aggregate investment in the retail developments during
2001 was $61.0 million. Management anticipates that it will invest an additional
$11.4 million to complete the retail development.

Financing Activities

CRLP funded a portion of its developments and expansions through the issuance of
debt  securities  and  preferred  stock of the  Company.  During June 2001,  the
Company  issued  2,000,000  preferred  shares of beneficial  interest  (Series C
Preferred  Shares).  The Series C Preferred  Shares pay a quarterly  dividend at
9.25% per annum and may be redeemed  by the  Company on or after June 19,  2006.
The Series C Preferred Shares have no stated maturity, sinking fund or mandatory
redemption and are not convertible into any other securities of the Company. The
Series C Preferred Shares have a liquidation preference of $25.00 per share. The
net proceeds of the offering were  approximately  $48.1 million and were used to
repay  outstanding  balances  under  CRLP's  unsecured  line of  credit.  During
December 2001, CRLP completed one unsecured  medium-term  debt offering of $10.0
million at 7.46% with a maturity of December  2006.  Additionally,  during 2001,
CRLP received  proceeds of $39.0 million related to the secured financing of two
properties, which are collateralized by the properties.

CRLP continued its asset  recycling  program,  which allows CRLP to sell mature,
slower  growing  assets and reinvest the proceeds into  opportunities  with more
growth  potential.  During 2001,  CRLP  disposed of six  multifamily  properties
representing 1,373 units, one office property  representing  34,357 square feet,
and two retail  properties  representing  304,168 square feet. The  multifamily,
office,  and retail  properties  were sold for a total  purchase  price of $83.5
million,  of which $4.5 million was used to repay a secured loan,  $11.6 million
was issued as a note receivable, and the remaining proceeds were used to repay a
portion of the borrowings  under CRLP's  unsecured line of credit and to support
CRLP's future investment activities.

As of December 31, 2001, CRLP has an unsecured bank line of credit providing for
total  borrowings of up to $300  million.  This line of credit  agreement  bears
interest  at LIBOR  plus 115 basis  points,  is  renewable  in March  2003,  and
provides for a two-year  amortization  in the case of  non-renewal.  The line of
credit  agreement  includes a  competitive  bid feature  that will allow CRLP to
convert up to $150 million under the line of credit to a fixed rate, for a fixed
term not to exceed 90 days.  The credit  facility is  primarily  used by CRLP to
finance property  acquisitions and development and has an outstanding balance at
December 31, 2001,  of $261.4  million.  The  interest  rate of this  short-term
borrowing facility, including the competitive bid balance, is 3.08% and 7.66% at
December 31, 2001 and 2000, respectively.

At December 31, 2001,  CRLP's total  outstanding  debt balance was $1.2 billion.
The outstanding  balance  includes fixed rate debt of $926.4 million,  or 77.8%,
and  floating-rate  debt of  $264.1  million,  or  22.2%.  CRLP's  total  market
capitalization as of December 31, 2001 was $2.5 billion and its ratio of debt to
total market  capitalization was 48.3%.  Certain loan agreements of CRLP contain
restrictive  covenants,  which among other things require maintenance of various
financial  ratios.  At December  31,  2001,  CRLP was in  compliance  with these
covenants.

Derivative Instruments

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

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

CRLP has entered into several  different  hedging  transactions  in an effort to
manage exposure to changes in interest rates. The following table summarizes the
notional  values,  fair values and other  characteristics  of CRLP's  derivative
financial  instruments  at December 31, 2001. The notional value at December 31,
2001  provides  an  indication  of the  extent  of CRLP's  involvement  in these
instruments  at that time, but does not represent  exposure to credit,  interest
rate, or market risk.
<TABLE>
<CAPTION>

                                                                          Interest                     Fair Value
                Product Type                       Notional Value           Rate        Maturity     (in thousands)
--------------------------------------------- -------------------------- ------------ ------------- ------------------
<S>                                               <C>                        <C>          <C>  <C>        <C>
1) Interest Rate SWAP, Cash Flow                  $30.2 - $27.7 million       5.932%       1/01/06         $  (1,549)
2) Interest Rate SWAP, Cash Flow                          $75.0 million       2.130%      12/10/02                 32
3) Interest Rate SWAP, Cash Flow                          $50.0 million       2.319%       1/01/03               (39)
4) Interest Rate SWAP, Cash Flow                          $25.0 million       2.430%       1/01/03               (47)
5) Interest Rate SWAP, Fair Value                         $50.0 million       5.015%       7/26/04              1,293
6) Interest Rate CAP, Cash Flow                           $21.1 million       6.850%       6/29/04                 99
7) Interest Rate CAP, Cash Flow                           $17.9 million       6.850%       7/06/04                 85
8) Interest Rate CAP, Cash Flow                           $30.4 million      11.200%       6/30/03                  1
</TABLE>

Most of CRLP's hedges are designated as cash flow hedges. Cash flow hedges hedge
the future cash flows of current or  forecasted  debt.  Interest rate swaps that
convert  variable  payments  to fixed  payments,  interest  rate  caps,  floors,
collars,  and forwards are cash flow hedges. The unrealized  gains/losses in the
fair  value  of  these  hedges  are  reported  on  the  balance   sheet  with  a
corresponding adjustment to either accumulated other comprehensive income (loss)
or in  earnings--depending  on the type of hedging relationship.  If the hedging
transaction  is a cash flow  hedge,  then the  offsetting  gains and  losses are
reported  in  accumulated  other  comprehensive  income  (loss).  If the hedging
transaction  is  characterized  as a fair value hedge,  then the changes in fair
value of the hedge and the hedged item are  reflected in  earnings.  If the fair
value hedging relationship is fully effective,  there is no net effect reflected
in income or accumulated other  comprehensive  income (loss), and any offsets to
the hedging transaction is reflected in notes and mortgages payable.  Over time,
the unrealized gains and losses held in accumulated other  comprehensive  income
(loss) will be reclassified  to earnings.  This  reclassification  is consistent
with when the hedged  items are also  recognized  in  earnings.  Within the next
twelve months, CRLP expects to reclassify to earnings approximately $0.4 million
of the current balance held in accumulated other comprehensive income (loss).

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

Colonial  is  exposed  to credit  losses in the event of  nonperformance  by the
counterparties to its interest rate cap and  nonderivative  financial assets but
has no  off-balance-sheet  credit risk of  accounting  loss.  CRLP  anticipates,
however,  that  counterparties  will be able to fully satisfy their  obligations
under the  contracts.  Colonial does not obtain  collateral or other security to
support  financial  instruments  subject to credit risk but  monitors the credit
standing of counterparties.


<PAGE>




Other Arrangements

In September 2001, CRLP entered into an agreement to provide services to a third
party  in  connection  with  the  third  party's  development  of a $30  million
multi-family  property  in  North  Carolina.   CRLP  was  engaged  to  serve  as
development  consultant and leasing and management  agent for this property.  In
addition,  for a fee, CRLP is serving as a guarantor for a $3.3 million  working
capital loan obtained by the three  principals of the third party entity,  which
loan is primarily collateralized jointly and severally by the personal assets of
the borrowers. CRLP has a right of first refusal to purchase the property should
the third party elect to sell.  Over the term of the agreement,  CRLP expects to
earn market fees for its services.

Critical Accounting Policies

         CRLP's accounting policies are critical to understanding the results of
operations as reported in the  consolidated  financial  statements.  Significant
accounting  policies  utilized by CRLP are discussed in more detail in the notes
to  consolidated  financial  statements  of  CRLP's  Annual  Report.  Management
believes that CRLP's accounting  policies that are the most significant and that
require the most judgment are within its accounting for the  development of real
estate  projects.  Management  believes that the following  accounting  policies
within this  process are both  important to the  portrayal  of CRLP's  financial
condition and results and requires  significant  judgment or complex  estimation
processes. CRLP capitalizes  predevelopment costs paid to third parties incurred
on a project. All previously capitalized  predevelopment costs are expensed when
it is no longer probable that the project will be completed. Once development of
a project commences, CRLP capitalizes all direct costs incurred to construct the
project,  including real estate taxes. In addition,  certain allocable  overhead
expenses are  allocated to the projects and  capitalized  based on the personnel
assigned  to  development  and the  investment  in the  project  relative to all
development  projects.  Once a project is completed and placed in service, it is
depreciated  over its  estimated  useful life.  Buildings and  improvements  are
depreciated  generally  over 40 years and leasehold  improvements  are amortized
over the lives of the  applicable  leases or the  estimated  useful  life of the
asset, whichever is shorter.

OUTLOOK

Management    intends   to   maintain   CRLP's   strength   through    continued
diversification,  while pursuing  acquisitions and developments that meet CRLP's
criteria  for  property  quality,   market  strength,   and  investment  return.
Management  will  continue  to use its  line of  credit  to  provide  short-term
financing for acquisition,  development,  and expansion  activities and plans to
continue to replace  significant  borrowings  under the bank line of credit with
funds  generated  from the sale of additional  equity  securities  and 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, developments, and expansions.

In addition  to the  issuance of equity and debt,  management  is  investigating
alternate  financing  methods  and  sources  to raise  future  capital.  Private
placements,  joint ventures,  and non-traditional  equity and debt offerings are
some of the alternatives CRLP is contemplating.

Management anticipates that its net cash provided by operations and its existing
cash balances will provide the necessary  funds on a short- and long- term basis
to cover its operating expenses,  interest expense on outstanding  indebtedness,
recurring capital expenditures,  and dividends to unitholders in accordance with
Internal Revenue Code requirements applicable to real estate investment trusts.

INFLATION

Leases at the multifamily  properties  generally  provide for an initial term of
six months to one year and allow for rent  adjustments  at the time of  renewal.
Leases at the office  properties  typically provide for rent adjustments and the
pass-through  of  certain  operating  expenses  during  the  term of the  lease.
Substantially  all of the  leases  at the  retail  properties  provide  for  the
pass-through to tenants of certain operating costs, including real estate taxes,
common area maintenance expenses, and insurance.  All of these provisions permit
CRLP to increase  rental rates or other charges to tenants in response to rising
prices and, therefore,  serve to minimize CRLP's exposure to the adverse effects
of inflation.

An increase in general price levels may immediately  precede,  or accompany,  an
increase in interest  rates.  At December  31, 2001,  CRLP's  exposure to rising
interest rates was mitigated by the existing debt level of 48.3% of CRLP's total
market  capitalization,  the high percentage of fixed rate debt (77.8%), and the
use of interest rate swaps to effectively fix the interest rate on $75.0 million
through  December 2002,  $75.0 million through  January 2003, and  approximately
$30.0 million through January 2006. As a result,  for the short-term,  increases
in interest  expense  resulting from  increasing  inflation is anticipated to be
less than future increases in income before interest.

Item 7a.          Quantitative and Qualitative Disclosures about Market Risk

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

The table below presents the principal amounts, weighted average interest rates,
fair  values and other terms  required by year of expected  maturity to evaluate
the expected cash flows and sensitivity to interest rate changes.  Also included
is a summary of the CRLP's swap contracts and rate caps at December 31, 2001.

<TABLE>
<CAPTION>

                                                                                                                          Estimated
                                                                                                                             Fair
(amounts in thousands)           2002         2003        2004        2005        2006       Thereafter       Total         Value
------------------------------------------------------------------------------------------------------------------------------------

<S>                            <C>         <C>           <C>         <C>         <C>           <C>            <C>           <C>
Fixed Rate Debt                $ 57,500    243,227       50,000      76,544      75,000        424,166        926,437       939,184
------------------------------
Average interest rate
     at December 31, 2001          7.9%       4.8%         7.6%        7.6%        8.0%           7.4%           6.8%             -

Variable Debt                    $ 543    126,365       50,000           -           -         87,153        264,061        264,061
------------------------------
Average interest rate
     at December 31, 2001         8.0%       3.2%         5.0%           -           -           2.5%           3.4%             -

Interest Rate SWAPs
------------------------------

     Variable to fixed            $ -    150,000            -           -      29,762              -        179,762         (1,603)
     Average pay rate               -       2.2%            -           -        6.6%              -           3.0%              -

     Fixed to variable            $ -          -       50,000           -           -              -         50,000          1,293
     Average pay rate               -          -         5.2%           -           -              -           5.2%              -


Interest Rate Caps                $ -     30,379       38,988           -           -              -         69,367            185
    Interest Rate                   -      11.2%         6.9%           -           -              -           8.8%              -
</TABLE>


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


<PAGE>



Item 8.           Financial Statements and Supplementary Data.

         The following are filed as a part of this report:

         Report of Independent Accountants

         Financial Statements:

         Consolidated Balance Sheets as of December 31, 2001 and 2000

         Consolidated Statements of Income for the years ended December 31,
         2001, 2000, and 1999

         Consolidated Statements of Partner's Capital for the years ended
         December 31, 2001, 2000, and 1999

         Consolidated Statements of Cash Flows for the years ended December 31,
         2001, 2000, and 1999

         Notes to Consolidated Financial Statements


<PAGE>
<TABLE>
<CAPTION>

COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

December 31, 2001 and 2000
                                                ----------   ----------
                                                    2001         2000
                                                ---------    ----------
ASSETS

<S>                                             <C>          <C>
Land, buildings, & equipment, net               $1,756,255   $1,769,500
Undeveloped land and construction in progress      152,084       81,333
Cash and equivalents                                10,127        4,275
Restricted cash                                      2,255        2,479
Accounts receivable, net                            12,309       13,798
Prepaid expenses                                     7,072        4,086
Notes receivable                                    12,253       10,524
Deferred debt and lease costs                       18,568       17,581
Investment in partially owned entities              31,594       28,129
Other assets                                        11,866       11,842
                                                ----------   ----------
                                                $2,014,383   $1,943,547
                                                ----------   ----------

LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                     $1,191,791   $1,179,095
Accounts payable                                    18,430          482
Accounts payable to affiliates                       2,271        1,632
Accrued interest                                    11,485       13,019
Accrued expenses                                     4,520        1,859
Tenant deposits                                      3,607        4,009
Unearned rent                                        8,343        4,442
Other liabilities                                    1,296        1,517
                                                ----------    ---------
     Total liabilities                           1,241,743    1,206,055
                                                ----------    ---------

Redeemable units, at redemption value              347,604      292,570
Preferred units:
     Series A Preferred Units                      125,000      125,000
     Series B Preferred Units                      100,000      100,000
     Series C Preferred Units                       50,000          -0-

Partners' capital excluding redeemable units       150,036      219,922
                                                ----------   ----------
                                                $2,014,383   $1,943,547
                                                ----------   ----------

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

COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

For the Years Ended December 31, 2001, 2000 and 1999
                                                                ---------    ---------    ---------
                                                                     2001         2000         1999
                                                                ---------    ---------    ---------
Revenue:

<S>                                                             <C>          <C>          <C>
     Base rent                                                  $ 251,551    $ 239,359    $ 225,781
     Base rent from affiliates                                      1,135        1,478        1,144
     Percentage rent                                                3,637        5,699        4,683
     Tenant recoveries                                             37,514       37,051       32,913
     Other                                                         22,488       18,723       17,727
                                                                ---------    ---------    ---------
         Total revenue                                            316,325      302,310      282,248
                                                                ---------    ---------    ---------
Property operating expenses:
     General operating expenses                                    21,531       21,067       20,324
     Salaries and benefits                                         15,642       15,835       14,547
     Repairs and maintenance                                       29,141       28,685       27,664
     Taxes, licenses, and insurance                                26,154       22,914       23,061
General and administrative                                         10,858        8,392        8,442
Depreciation                                                       64,700       59,549       52,913
Amortization                                                        7,657        4,335        2,272
                                                                ---------    ---------    ---------
         Total operating expenses                                 175,683      160,777      149,223
                                                                ---------    ---------    ---------
                                                                ---------    ---------    ---------
         Income from operations                                   140,642      141,533      133,025
                                                                ---------    ---------    ---------
Other income (expense):
     Interest expense                                             (71,397)     (71,855)     (57,211)
     Income from partially owned entities                           1,510        1,700        2,045
     State and local income taxes                                     (15)         -0-          -0-
     Ineffectiveness of hedging activities                            (15)         -0-          -0-
     Gains from sales of property                                  15,674        8,165        7,444
                                                                ---------    ---------    ---------
         Total other expense                                      (54,243)     (61,990)     (47,722)
                                                                ---------    ---------    ---------
         Income before extraordinary items                         86,399       79,543       85,303
Extraordinary loss from early extinguishment of debt                  -0-         (418)        (628)
                                                                ---------    ---------    ---------
         Net income                                                86,399       79,125       84,675
Distributions to preferred unitholders                            (22,280)     (19,813)     (18,531)
                                                                ---------    ---------    ---------
                                                                ---------    ---------    ---------
         Net income available to common unitholders                64,119       59,312       66,144
                                                                ---------    ---------    ---------

Basic net income per unit:


         Income before extraordinary item                       $    2.00    $    1.83    $    1.90
         Extraordinary loss from early extinguishment of debt         -0-        (0.01)       (0.02)
                                                                ---------    ---------    ---------
         Net income per common unit                             $    2.00    $    1.82    $    1.88
                                                                ---------    ---------    ---------

Diluted net income per unit:


         Income before extraordinary item                       $    2.00    $    1.83    $    1.90
         Extraordinary loss from early extinguishment of debt         -0-        (0.01)       (0.02)
                                                                ---------    ---------    ---------
         Net income per common unit                             $    2.00    $    1.82    $    1.88
                                                                ---------    ---------    ---------
Weighted average common units outstanding                          32,003       32,611       35,183
                                                                ---------    ---------    ---------

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

COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

(Amounts in Thousands)

For the Years Ended December 31, 2001, 2000 and 1999
                                                                                                 Total
                                                                                               Partners'
                                                                                                Capital
                                                                                               --------
<S>                                                                                          <C>
Balance, December 31, 1998                                                                    $ 529,127

     Cash contributions                                                                           3,686
     Issuance of preferred units                                                                 97,406
     Distributions                                                                              (86,295)
     Redemption of partnership units                                                           (122,144)
     Net income                                                                                  66,144
     Earnings in minority interest property                                                          82
     Issuance of limited partnership units                                                       14,493
     Allocations to redeemable units                                                             27,585
                                                                                               --------
Balance, December 31, 1999                                                                      530,084

     Cash contributions                                                                          10,120
     Distributions                                                                              (79,435)
     Redemption of partnership units                                                            (37,937)
     Net income                                                                                  59,312
     Issuance of limited partnership units                                                          337
     Allocations to redeemable units                                                            (37,559)
                                                                                               --------
Balance, December 31, 2000                                                                      444,922

     Cash contributions                                                                           4,942
     Issuance of preferred units                                                                 48,125
     Distributions                                                                             (102,916)
     Net income                                                                                  86,399
     Change in fair value of hedging activity                                                    (1,403)
     Allocations to redeemable units                                                            (55,033)
                                                                                               --------
Balance, December 31, 2001                                                                      425,036
                                                                                               --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

For the Years Ended December 31, 2001, 2000 and 1999
                                                                          ---------    ---------   ----------
                                                                               2001         2000         1999
                                                                          ---------    ---------   ----------
Cash flows from operating activities:

<S>                                                                       <C>          <C>          <C>
     Net  income                                                          $  86,399    $  79,125    $  84,675
     Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                       72,357       63,884       55,185
         Income from partially owned entities                                (1,510)      (1,700)      (2,045)
         Gains from sales of property                                       (15,674)      (8,165)      (7,444)
         Other, net                                                           1,064        1,932        1,767
         Decrease (increase) in:
             Restricted cash                                                    224          155          263
             Accounts receivable                                                425       (4,621)      (2,594)
             Prepaid expenses                                                (2,986)      (1,327)         805
             Other assets                                                    (6,874)     (11,567)      (3,939)
         Increase (decrease) in:
             Accounts payable                                                (1,840)     (13,059)       2,353
             Accrued interest                                                (3,051)       1,635          850
             Accrued expenses and other                                       7,346       (1,622)        (179)
                                                                           ---------    ---------   ----------
             Net cash provided by operating activities                      135,880      104,670      129,697
                                                                           ---------    ---------   ----------
Cash flows from investing activities:

     Acquisition of properties                                                  -0-      (25,535)     (45,164)
     Development expenditures                                               (48,744)     (21,693)     (98,414)
     Development expenditures paid to an affiliate                          (89,047)     (78,066)     (84,256)
     Tenant improvements                                                    (21,278)     (24,592)      (8,424)
     Proceeds from (issuance of) notes receivable                             9,859       (2,679)         (88)
     Capital expenditures                                                   (13,582)     (16,194)     (18,867)
     Proceeds from sales of property, net of selling costs                   76,190       57,771      119,552
     Distributions from partnerships                                          2,695        3,968        8,821
     Capital contributions to partnerships                                   (4,764)      (5,775)      (5,237)
                                                                           ---------    ---------   ----------
             Net cash used in investing activities                          (88,671)    (112,795)    (132,077)
                                                                           ---------    ---------   ----------
Cash flows from financing activities:

     Principal reductions of debt                                           (84,553)     (40,346)     (59,507)
     Proceeds from additional borrowings                                     48,988      193,518      136,200
     Net change in revolving credit balances                                 46,968      (13,940)      53,848
     Proceeds from preferred unit issuance, net of expenses paid             48,122          -0-       97,396
     Cash contributions                                                       4,172       10,120        3,686
     Redemption of partnership units                                            -0-      (37,937)    (122,136)
     Distributions to common and preferred unitholders                     (102,916)     (99,248)    (104,826)
     Payment of mortgage financing cost                                      (1,794)      (3,979)      (1,607)
     Other, net                                                                (344)        (418)        (626)
                                                                           ---------    ---------   ----------
             Net cash provided by (used in) financing activities            (41,357)       7,770        2,428
                                                                           ---------    ---------   ----------
             Increase (decrease) in cash and equivalents                      5,852         (355)          48
Cash and equivalents, beginning of period                                     4,275        4,630        4,582
                                                                           ---------    ---------   ----------
Cash and equivalents, end of period                                       $  10,127    $   4,275    $   4,630
                                                                           ---------    ---------   ----------

Supplemental disclosures of cash flow information:
     Cash paid during the year for interest, net of amounts capitalized   $  74,448    $  70,210    $  56,352
                                                                           ---------    ---------   ----------

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

1. Organization and Basis of Presentation

         Organization - Colonial  Realty  Limited  Partnership  (the  "Operating
Partnership"  or  "CRLP"),  a Delaware  limited  partnership,  is the  operating
partnership of Colonial Properties Trust (the "Company"), an Alabama real estate
investment trust ("REIT") whose shares are listed on the New York Stock Exchange
("NYSE"). CRLP is engaged in the ownership, development, management, and leasing
of  multifamily  housing  communities,  office  buildings,  and retail malls and
centers. CRLP also owns certain parcels of land.

         Federal  Income  Tax  Status  - The  Company,  which  is  considered  a
corporation  for federal  income tax  purposes,  qualifies as a REIT for federal
income tax purposes and generally  will not be subject to federal  income tax to
the extent it distributes its REIT taxable income to its shareholders. REITs are
subject  to a number of  organizational  and  operational  requirements.  If the
Company  fails to qualify as a REIT in any taxable  year,  the  Company  will be
subject to federal income tax on its taxable income at regular  corporate rates.
No provision for federal  income taxes is included in the financial  statements.
The  Company  may be subject to certain  state and local taxes on its income and
property.

         Principles of  Consolidation - The  consolidated  financial  statements
include the  Operating  Partnership  and Colonial  Properties  Services  Limited
Partnership (in which CRLP holds 99% general and limited partner interests).

         Investments in Partially Owned Entities - Partnerships and corporations
in which CRLP owns a 50% or less  interest and does not control are reflected in
the  consolidated  financial  statements as investments  accounted for under the
equity method. Under this method the investment is carried at cost plus or minus
equity in undistributed earnings or losses since the date of acquisition.

2. Summary of Significant Accounting Policies

         Land,  Buildings,  and  Equipment--Land,  buildings,  and  equipment is
stated at the lower of cost, less  accumulated  depreciation,  or net realizable
value.  CRLP reviews its  long-lived  assets and certain  intangible  assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of the asset
to future net cash flows  expected to be generated by the asset.  If an asset is
considered  to be impaired,  the  impairment to be recognized is measured by the
amount by which the carrying amount of the asset exceeds the asset's fair value.
Assets to be disposed of are reported at the lower of their  carrying  amount or
fair value less cost to sell. Depreciation and amortization are suspended during
the sale period, which is not expected to be greater than one year. Depreciation
is computed using the  straight-line  method over the estimated  useful lives of
the assets,  which range from 7 to 40 years. Repairs and maintenance are charged
to expense as  incurred.  Replacements  and  improvements  are  capitalized  and
depreciated over the estimated  remaining useful lives of the assets. When items
of land,  buildings,  or  equipment  are sold or retired,  the related  cost and
accumulated  depreciation  are removed from the accounts and any gain or loss is
included in the results of operations.

         Undeveloped  Land and  Construction in  Progress--Undeveloped  land and
construction  in  progress  is  stated  at  cost.  CRLP  capitalizes  all  costs
associated with land development and construction.

         Capitalization of Interest--CRLP capitalizes interest during periods in
which  property is undergoing  development  activities  necessary to prepare the
asset for its intended use.

         Cash and Equivalents--CRLP includes highly liquid marketable securities
and debt  instruments  purchased with a maturity of three months or less in cash
equivalents.

         Restricted  Cash--Cash  which is legally  restricted as to use consists
primarily of tenant  deposits.  Deferred Debt and Lease  Costs--Amortization  of
debt costs is recorded using the straight-line  method,  which  approximates the
effective  interest method,  over the terms of the related debt.  Direct leasing
costs are amortized using the straight-line method over the terms of the related
leases.

         Derivative  Instruments--CRLP adopted Statement of Financial Accounting
Standard  (SFAS)  No.  133  (subsequently  amended  by SFAS  Nos.  137 and 138),
Accounting  for Derivative  Instruments  and Hedging  Activities,  on January 1,
2001.  This statement  requires all  derivatives to be recognized on the balance
sheet and  measured  at fair  value.  Derivatives  that do not qualify for hedge
treatment under SFAS No. 133 must be recorded at fair value with gains or losses
recognized  in  earnings in the period of change.  CRLP has certain  involvement
with  derivative  financial  instruments  but does not use them for  trading  or
speculative  purposes.  Interest rate cap agreements and interest rate swaps are
used  to  reduce  the  potential  impact  of  increases  in  interest  rates  on
variable-rate debt.

         CRLP formally documents all relationships  between hedging  instruments
and hedged  items,  as well as its risk  management  objective  and strategy for
undertaking the hedge.  This process  includes  specific  identification  of the
hedging  instrument  and the hedge  transaction,  the  nature of the risk  being
hedged and how the hedging instrument's effectiveness in hedging the exposure to
the hedged  transaction's  variability in cash flows  attributable to the hedged
risk will be  assessed.  Both at the  inception  of the hedge and on an  ongoing
basis,   CRLP  assesses  whether  the  derivatives  that  are  used  in  hedging
transactions  are highly  effective in offsetting  changes in cash flows or fair
values of hedged items.  CRLP is required to discontinue  hedge  accounting if a
derivative is not determined to be highly  effective as a hedge or has ceased to
be a highly effective hedge.

         Treasury  lock  agreements  are used by CRLP to set  interest  rates in
anticipation  of public debt  offerings.  Treasury  locks are  presented  on the
balance sheet, with any gains or losses recorded in Other  Comprehensive  Income
(Loss) and amortized over the life of the debt.  All  unutilized  treasury locks
are expensed when their future utility expires. All treasury locks were utilized
during 2001 and 2000.

         Revenue Recognition--Rental income attributable to leases is recognized
on a  straight-line  basis over the terms of the leases.  Certain leases contain
provisions for additional rent based on a percentage of tenant sales. Percentage
rents are recognized in the period in which sales thresholds are met. Recoveries
from tenants for taxes,  insurance,  and other property  operating  expenses are
recognized in the period the applicable costs are incurred.

         Other income  received from  long-term  contracts  signed in the normal
course of business are  recognized in accordance  with the terms of the specific
contract.  Property  management and  development  fee income is recognized  when
earned for services provided to third parties.

         Net  Income  Per  Unit--Basic  net  income  per unit is  calculated  by
dividing the net income available to common  unitholders by the weighted average
numbers of common units outstanding  during the periods.  Diluted net income per
unit is calculated by dividing the net income available to common unitholders by
the  weighted  average  number of common units  outstanding  during the periods,
adjusted for the assumed conversion of all potentially dilutive unit options.

         Use of Estimates--The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and the  reported  amounts of  revenues  and
expenses. Actual results could differ from those estimates.

         Segment  Reporting--Reportable   segments  are  identified  based  upon
management's  approach for making operating decisions and assessing  performance
of CRLP.

         Software  Development--CRLP  capitalizes  certain internally  developed
software costs.  Capitalized  internal software  development costs are amortized
using the straight-line method over the estimated useful lives of the software.

         Common Unit Repurchases--  During 1999, the Company's Board of Trustees
authorized  a common  unit  repurchase  program  under  which  the  Company  may
repurchase  up to $150 million of its  currently  outstanding  common units from
time to time at the  discretion  of  management  in open  market and  negotiated
transactions.  To date, the Company has repurchased 5,623,150 units at an all-in
cost of approximately  $150 million,  which represents an average purchase price
of $26.70.  These units are included within treasury stock, which is a reduction
of partners' capital.

         Reclassifications--Certain  immaterial reclassifications have been made
to the 1999 and 2000  financial  statements in order to conform them to the 2001
financial  statement  presentation.  These  reclassifications  have no impact on
partners' capital or net income.

         Recent  Pronouncements  of the  Financial  Accounting  Standards  Board
(FASB)--FASB  Statement No. 144 (SFAS No. 144), Accounting for the Impairment or
Disposal on Long-Lived  Assets,  addresses  significant  issues  relating to the
implementation  of FASB  Statement  No. 121 (SFAS No. 121),  Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
to develop a single accounting model, based on the framework established in SFAS
No. 121, for  long-lived  assets to be disposed of by sale,  whether  previously
held and used or newly  acquired.  SFAS No. 144 is  effective  for fiscal  years
beginning after December 15, 2001. CRLP is currently  evaluating the impact that
the adoption of SFAS No. 144 will have on its financial statements.


<PAGE>



3.  Property Acquisitions and Dispositions

         CRLP acquired one  operating  property  during 2000,  and two operating
properties  during 1999 at aggregate costs of $25.4 million,  and $45.8 million,
respectively.  CRLP funded these acquisitions with cash proceeds from its public
offerings of debt (see Note 8),  advances on bank lines of credit,  the issuance
of limited  partnership units, the proceeds received from the formation of joint
ventures  (see Note 6), the  proceeds  received  from the  issuance of preferred
units  (see  Note  12),  and  cash  from  operations.  There  were  no  property
acquisitions in 2001.

         The properties acquired during 2000 and 1999 are listed below:

                                                                     Effective
                                                                    Acquisition
                                                  Location              Date
                                             -----------------------------------
     Office Properties:
     Emmett R. Johnson Building              Birmingham, AL      June 1, 1999

     Retail Properties:
     The Plaza Mall                          Greenville, NC      August 1, 1999
     Temple Mall                             Temple, TX          July 1, 2000

         In addition to the  acquisition of the operating  properties  mentioned
above,  CRLP also acquired a parcel of land in October 1999 through the issuance
of 388,898 limited partnership units valued at $10.3 million. Also, in September
2000,  CRLP  acquired a parcel of land from a related party through the issuance
of 12,477 limited  partnership units valued at approximately $0.3 million.  (see
Note 15)

         Results  of  operations  of  these  properties,   subsequent  to  their
respective  acquisition  dates,  are  included  in  the  consolidated  financial
statements of CRLP. The cash paid to acquire these properties is included in the
statements of cash flows. The acquisitions during 2000 and 1999 are comprised of
the following:

<TABLE>
<CAPTION>

(in thousands)                                                        2001                     2000                     1999
-----------------------------------------------------------------------------------------------------------------------------
Assets purchased:
<S>                                                                         <C>            <C>                      <C>
      Land, buildings, and equipment                                        $ -            $ 26,218                 $ 56,026
      Other assets                                                            -                 472                       60
-----------------------------------------------------------------------------------------------------------------------------
                                                                              -              26,690                   56,086
Notes and mortgages assumed                                                   -                   0                        0
Other liabilities assumed or recorded                                         -                (818)                    (660)
Issuance of limited partnership units                                         -
      of Colonial Realty Limited Partnership                                  -                (337)                 (10,262)
-----------------------------------------------------------------------------------------------------------------------------

Cash paid                                                                   $ -            $ 25,535                 $ 45,164
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

         During 2001, CRLP disposed of six multifamily  properties  representing
1,373 units, one office property representing 34,357 square feet, and two retail
properties representing 304,168 square feet. The multifamily, office, and retail
properties were sold for a total purchase price of $83.5 million,  of which $4.5
million  was used to repay a secured  loan,  $11.6  million was issued as a note
receivable,  and the  remaining  proceeds  were used to repay a  portion  of the
borrowings under CRLP's  unsecured line of credit,  and to support CRLP's future
investment activities.

         During 2000, CRLP disposed of five multifamily properties  representing
1,132  units and one retail  property  representing  165,684  square  feet.  The
multifamily and retail  properties were sold for a total purchase price of $67.6
million,  of which $17.3  million  was used to repay four  secured  loans,  $7.2
million was issued as a note  receivable,  and  remaining  proceeds were used to
repay a portion of the borrowings  under CRLP's  unsecured line of credit,  fund
additional acquisitions, and to support CRLP's future investment activities.

         During  2000,  CRLP sold four of these  properties  to a joint  venture
formed by CRLP and an unrelated party. CRLP retained a 15% interest in the joint
venture  and serves as  manager of the  properties.  CRLP  accounts  for its 15%
interest in this joint venture as an equity investment (see Note 6).

          During  1999,   CRLP   disposed  of  seven   multifamily   properties,
representing 2,319 units. The properties were sold for a total purchase price of
$119.8 million,  of which $15.0 million was used to repay two secured loans, and
the  remaining  proceeds  were used to repay a portion of the  borrowings  under
CRLP's unsecured line of credit,  fund additional  acquisitions,  and to support
CRLP's future investment activities.

         During  1999,  CRLP  sold six of these  properties  to a joint  venture
formed by CRLP and an unrelated party. CRLP retained a 15% interest in the joint
venture  and serves as  manager of the  properties.  CRLP  accounts  for its 15%
interest in this joint venture as an equity investment (see Note 6).

4.  Land, Buildings, and Equipment

         Land,  buildings,  and equipment  consists of the following at December
31, 2001 and 2000:
<TABLE>
<CAPTION>

                                                  (in thousands)
                                              2001               2000
                                          -----------    -----------------
<S>                                      <C>                 <C>
Buildings                                $  1,635,898        $ 1,621,355
Furniture and fixtures                         49,965             54,127
Equipment                                      25,706             19,565
Land improvements                              47,659             48,300
Tenant improvements                            76,919             43,242
                                          -----------    -----------------
                                            1,836,147          1,786,589
Accumulated depreciation                     (310,447)          (255,735)
                                          -----------    -----------------
                                            1,525,700          1,530,854
Land                                          230,555            238,646
                                          -----------    -----------------
                                          $ 1,756,255    $     1,769,500
                                          ===========    =================
</TABLE>

5.  Undeveloped Land and Construction in Progress

         During  2001  the  CRLP  completed  the   construction  of  two  office
development projects and two retail  redevelopment  projects at a combined total
cost of $89.9 million.  The office development  projects produced 318,161 square
feet of new office space. The completed  development and redevelopment  projects
are as follows:
<TABLE>
<CAPTION>
                                                              Total
                                                              Units/    Total
Completed Developments and Redevelopments:   Location        Sq. Feet    Cost
                                            -------------    --------  --------
Office Properties
<S>                                 <C>                       <C>       <C>
Colonial Center at Mansell Overlook 500      Atlanta, GA      163,248   $19,114
Colonial Center at TownPark 100              Orlando, FL      154,913    17,974
                                                              -------   -------
                                                              318,161   $37,088
                                                              -------   -------
Retail Properties
Colonial Brookwood Village (redevelopment)   Birmingham, AL   687,078    46,680
Northdale Court (redevelopment)              Tampa, FL        192,726     6,158
                                                              -------   -------
                                                              879,804   $52,838
                                                              -------   -------
          Total                                                         $89,926
                                                                        =======
</TABLE>


         CRLP currently has six active development and redevelopment projects in
progress and various parcels of land available for expansion,  construction,  or
sale.  Undeveloped  land  and  construction  in  progress  is  comprised  of the
following at December 31, 2001:

<TABLE>
<CAPTION>

                                                     Total                                            Costs
                                                     Units/                      Estimated         Capitalized
                                                     Square      Estimated      Total Costs          To Date
                                                      Feet      Completion     (in thousands)    (in thousands)
                                                   -----------  ------------   ---------------   ----------------
   Multifamily Projects:
<S>                                                       <C>      <C>         <C>               <C>
   Colonial Grand at TownPark - Lake Mary                 456      2002        $       38,133    $        35,374
   Colonial Grand at TownPark - Sarasota                  272      2002                21,188             20,688
   Colonial Village at Walton Way (redevelopment)         256      2002                 3,500              3,495
                                                   -----------                 ---------------     --------------
        Total Multifamily Projects                        984                          62,821             59,557

   Office Projects:
   Colonial Center at TownPark 200                    155,000      2002                21,181              8,282
   Colonial Center at TownPark 600                    200,000      2002                27,876              7,816
                                                   -----------                   -------------     --------------
        Total Office Projects                         355,000                          49,057             16,098

   Retail Projects:
   Colonial Promenade Hoover                          167,041      2002                18,705              7,329

   Mixed Use Projects Infrastructure:
   Colonial TownPark - Lake Mary                                                       33,168             27,050
   Colonial TownPark - Sarasota                                                         6,410              4,591
   Colonial Center at Mansell                                                          10,794              9,743

   Other Projects and Undeveloped Land                                                                    27,716
                                                                                                 ----------------
                                                                                                 $       152,084
                                                                                                 ================
</TABLE>

         Interest capitalized on construction in progress during 2001, 2000, and
1999 was $10.6 million, $9.6 million, and $8.7 million, respectively.

6.  Investment in Partially Owned Entities

         Investment  in partially  owned  entities at December 31, 2001 and 2000
consists of the following:
<TABLE>
<CAPTION>

                                                                                     (in thousands)
                                                                 Percent
                                                                  Owned            2001           2000
                                                                -----------    -------------  -------------
         Multifamily:
<S>                                                                 <C>      <C>               <C>
         CMS/Colonial Joint Venture I                               15.00%   $        2,195    $     2,396
         CMS/Colonial Joint Venture II                              15.00%              745            984
                                                                               -------------   ------------
                                                                                      2,940          3,380
         Office:
         600 Building Partnership, Birmingham, AL                   33.33%             (26)           (27)

         Retail:
         Orlando Fashion Square Joint Venture, Orlando, FL          50.00%           20,783         18,981
         Parkway Place Limited Partnership, Huntsville, AL          45.00%            8,052          5,742
         Colonial Promenade Madison, Huntsville, AL                 50.00%            (154)              0
                                                                               -------------   ------------
                                                                                     28,681         24,723
         Other:
         Colonial/Polar-BEK Management Company,
           Birmingham, AL                                           50.00%               39             53
         E-2 Data Technology, Birmingham, AL                        50.00%             (40)              0
                                                                               -------------   ------------
                                                                                        (1)             53
                                                                             ---------------  -------------
                                                                             $       31,594   $     28,129
                                                                             ===============  =============
</TABLE>

         Effective  December 28, 2001, the Orlando  Fashion Square joint venture
agreement  gives the third  party the right to convert  its 50%  interest in the
property into the Company's  common shares if specified terms and conditions are
met.

         During  September 1999, CRLP entered into a joint venture with CMS. The
CMS/Colonial  Joint  Venture  I owns and  operates  six  multifamily  properties
consisting  of  the  following  properties:  Colonial  Village  at  Stockbridge,
Colonial  Grand at  Barrington  Club,  Colonial  Grand at Ponte Vedra,  Colonial
Village at River Hills,  Colonial Grand at Mountain Brook,  and Colonial Village
at Cahaba  Heights.  CRLP's net  investment in the joint venture at December 31,
2000 and 1999 is $2.4 million and $2.8 million,  respectively. The joint venture
is accounted for using the equity method.

         During June 2000,  CRLP entered  into a second joint  venture with CMS.
The CMS/Colonial Joint Venture II owns and operates four multifamily  properties
consisting  of the  following  properties:  Colonial  Grand at Inverness  Lakes,
Colonial Village at Inverness Lakes, Colonial Village at Hillwood,  and Colonial
Village at Rocky Ridge.  CRLP's net  investment in the joint venture at December
31, 2000 is $1.0  million.  The joint  venture is accounted for using the equity
method.

         During October 2000,  CRLP sold its interest in  partnership  assets in
the Anderson Block Properties  Partnership for $0.3 million, which was primarily
used to repay the secured loan on the associated property.

     Combined  financial  information for CRLP's  investments in partially owned
entities for 2001 and 2000 follows:
<TABLE>
<CAPTION>

                                                              December 31,
                                                    ---------------------------------
(in thousands)                                            2001             2000
                                                    ---------------------------------
Balance Sheet
Assets
<S>                                                         <C>            <C>
     Land, building, & equipment, net                       $ 243,733      $ 249,035
     Construction in progress                                  54,907          8,948
     Other assets                                               9,878         22,771
                                                    ---------------------------------
       Total assets                                         $ 308,518      $ 280,754
                                                    =================================

Liabilities and Partners' Equity
     Notes payable                                          $ 213,056      $ 210,611
     Other liabilities                                          7,647            530
     Partners' Equity                                          87,815         69,613
                                                    ---------------------------------
       Total liabilities and partners' capital              $ 308,518      $ 280,754
                                                    =================================

Statement of Operations
     (for the year ended)

Revenues                                                     $ 41,706       $ 34,543
Operating expenses                                            (16,890)       (11,749)
Interest expense                                              (13,684)       (13,045)
Depreciation, amortization, and other                          (7,923)        (5,824)
                                                    ---------------------------------
     Net income                                               $ 3,209        $ 3,925
                                                    =================================

<FN>
(1)      The Company's portion of indebtedness, as calculated based on ownership
         percentage,  at December  31, 2001 and 2000 is $67.3  million and $57.8
         million, respectively.
</FN>
</TABLE>

    Other Arrangements

         In  September  2001,  the Company  entered into an agreement to provide
services to a third party in connection with the third party's  development of a
$30 million  multi-family  property in North  Carolina.  Colonial was engaged to
serve as  development  consultant  and  leasing  and  management  agent for this
property.  In addition,  for a fee, the Company is serving as a guarantor  for a
$3.3 million working capital loan obtained by the three  principals of the third
party entity,  which loan is primarily  collateralized  jointly and severally by
the personal  assets of the borrowers.  The Company has a right of first refusal
to purchase the property  should the third party elect to sell. Over the term of
the agreement, the Company expects to earn market fees for its services.


<PAGE>




7.       Segment Information

         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Office,  and  Retail.  Each  division  has a  separate  management  team that is
responsible for acquiring,  developing,  managing, and leasing properties within
each division.  The applicable  accounting policies of the segments are the same
as those described in the "Summary of Significant Accounting Policies." 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 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 net  operating  income  (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 years ended December 31, 2001, 2000, and 1999 is as follows:
<TABLE>
<CAPTION>

(in thousands)
-----------------------------------------------------------------------------------------------------------------
2001                                       Multifamily           Office             Retail            Total
-----------------------------------------------------------------------------------------------------------------
<S>                                            <C>                 <C>               <C>               <C>
Divisional revenues                            $ 119,309           $ 56,645          $ 148,111         $ 324,065
NOI                                               80,478             40,494            105,432           226,404
Divisional assets                                723,447            377,255            905,964         2,006,666
-----------------------------------------------------------------------------------------------------------------
2000                                       Multifamily           Office             Retail            Total
-----------------------------------------------------------------------------------------------------------------
Divisional revenues                            $ 118,807           $ 49,755          $ 143,914         $ 312,476
NOI                                               79,756             35,011            104,017           218,784
Divisional assets                                752,249            329,315            869,351         1,950,915
-----------------------------------------------------------------------------------------------------------------
1999                                       Multifamily           Office             Retail            Total
-----------------------------------------------------------------------------------------------------------------
Divisional revenues                            $ 116,330           $ 41,067          $ 133,752         $ 291,149
NOI                                               76,245             28,556             96,268           201,069
Divisional assets                                777,436            293,545            793,402         1,864,383
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         A  reconciliation  of total segment  revenues to total revenues,  total
segment NOI to income before extraordinary items, and total divisional assets to
total  assets,  for the years  ended  December  31,  2001,  2000,  and 1999,  is
presented below:
<TABLE>
<CAPTION>

(in thousands)
-----------------------------------------------------------------------------------------------
Revenues                                       2001               2000               1999
-----------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                <C>
Divisional revenues                             $324,065          $ 312,476          $ 291,149
Unallocated corporate revenues                     5,355              2,604              1,932
Partially-owned entities                         (13,095)           (12,770)           (10,833)
     Total revenues                             $316,325          $ 302,310          $ 282,248
-----------------------------------------------------------------------------------------------
(in thousands)
-----------------------------------------------------------------------------------------------
NOI                                            2001               2000               1999
-----------------------------------------------------------------------------------------------
Total divisional NOI                            $226,404          $ 218,784          $ 201,069
Unallocated corporate revenues                     5,355              2,604              1,932
Partially-owned entities                          (7,815)            (7,543)            (6,567)
General and administrative                       (10,858)            (8,392)            (8,442)
Depreciation                                     (64,700)           (59,549)           (52,913)
Amortization                                      (7,657)            (4,335)            (2,272)
Other                                                (87)               (36)               218
-----------------------------------------------------------------------------------------------
     Income from operations                      140,642            141,533            133,025
-----------------------------------------------------------------------------------------------

Total other expense                              (53,396)           (62,140)           (49,339)
-----------------------------------------------------------------------------------------------
Income before extraordinary items               $ 87,246           $ 79,393           $ 83,686
------------------------------------------===============----===============----===============

(in thousands)
-----------------------------------------------------------------------------------------------
Assets                                           2001               2000               1999
-----------------------------------------------------------------------------------------------
Total divisional assets                       $2,006,666         $1,950,915         $1,864,383
Unallocated corporate assets (1)                 113,908             86,860             75,030
Partially-owned entities                        (106,191)           (94,228)           (75,267)
-----------------------------------------------------------------------------------------------
     Total assets                             $2,014,383         $1,943,547         $1,864,146
-----------------------------------------------------------------------------------------------

<FN>
(1)      Includes CRLP's investment in joint ventures of $31,594,  $28,129,  and
         $24,623 as of December 31, 2001,  2000,  and 1999,  respectively.  (see
         Note 6)
</FN>
</TABLE>

8.  Notes and Mortgages Payable

         Notes and  mortgages  payable at December  31, 2001 and 2000 consist of
the following:
<TABLE>
<CAPTION>

                                                       (in thousands)
                                                   2001              2000
                                           ----------------- -----------------

<S>                                        <C>               <C>
         Revolving credit agreement        $        261,365  $        214,397
         Mortgages and other notes:
           4.00% to 6.00%                           162,153            52,975
           6.01% to 7.50%                           463,390           593,005
           7.51% to 9.00%                           303,542           314,014
           9.01% to 10.25%                            1,341             4,704
                                           ----------------- -----------------
                                           $      1,191,791  $      1,179,095
                                           ================= =================
</TABLE>
<PAGE>



         As of December  31,  2001,  CRLP has an  unsecured  bank line of credit
providing  for  total  borrowings  of up to $300  million.  This  line of credit
agreement  bears interest at LIBOR plus 115 basis points,  is renewable in March
2003, and provides for a two-year  amortization in the case of non-renewal.  The
line of credit agreement includes a competitive bid feature that will allow CRLP
to convert up to $150  million  under the line of credit to a fixed rate,  for a
fixed term not to exceed 90 days. The credit  facility is primarily used by CRLP
to finance property  acquisitions and development and has an outstanding balance
at December 31, 2001, of $261.4  million.  The interest rate of this  short-term
borrowing facility, including the competitive bid balance, is 3.08% and 7.66% at
December 31, 2001 and 2000, respectively.

         During 2001 and 2000, CRLP completed six public  offerings of unsecured
medium  term  debt  securities  totaling  $80.0  million.  The  proceeds  of the
offerings  were  used  to fund  acquisitions,  development  expenditures,  repay
balances  outstanding on CRLP's revolving  credit facility,  repay certain notes
and mortgages payable,  and for general corporate purposes.  Details relating to
these debt offerings are as follows:
<TABLE>
<CAPTION>

                                                                     Gross
                      Type of                                       Proceeds
      Date              Note           Maturity       Rate       (in thousands)
-----------------  --------------- --------------------------   ----------------
<S>               <C>             <C>               <C>     <C>
February, 2000     Medium-term     February, 2005    8.82%   $            25,000
February, 2000     Medium-term     February, 2010    8.80%                20,000
March, 2000        Medium-term     March, 2010       8.80%                 5,000
December, 2000     Medium-term     December, 2010    8.08%                10,000
December, 2000     Medium-term     December, 2010    8.05%                10,000
December, 2001     Medium-term     December, 2006    7.46%                10,000
                                                                ----------------
                                                             $            80,000
                                                                ----------------
</TABLE>

         Additionally  during  2001,  CRLP  received  proceeds of $39.0  million
related to the secured  financing of two properties,  which is collateralized by
the  properties.  At December  31,  2001,  CRLP had $888.1  million in unsecured
indebtedness  including  balances  outstanding  on its bank line of  credit  and
certain other notes payable. The remainder of CRLP's notes and mortgages payable
are  collateralized by the assignment of rents and leases of certain  properties
and assets with an  aggregate  net book value of $354.9  million at December 31,
2001.

         The  aggregate  maturities of notes and  mortgages  payable,  including
CRLP's line of credit at December 31, 2001, are as follows:

                                            (in thousands)
         2002                             $          60,447
         2003                                       371,094
         2004                                       102,031
         2005                                        78,250
         2006                                        77,191
         Thereafter                                 502,778
                                          ------------------
                                           $      1,191,791
                                          ==================

         Based on  borrowing  rates  available  to CRLP for notes and  mortgages
payable  with  similar  terms,  the  estimated  fair  value of CRLP's  notes and
mortgages payable at December 31, 2001 and 2000 was approximately  $1.16 billion
and $1.15 billion, respectively.

         Certain loan agreements of CRLP contain restrictive  covenants,  which,
among other things, require maintenance of various financial ratios. At December
31, 2001, CRLP was in compliance with those covenants.

         Certain  shareholders  and  trustees  of the  Company  have  guaranteed
indebtedness of CRLP totaling $0.5 million at December 31, 2001. The Company has
indemnified  these  individuals  from  their  guarantees  of this  indebtedness.
Certain  partners of CRLP have guaranteed  indebtedness of the Company  totaling
$27.3 million at December 31, 2001. These  individuals have not been indemnified
by the Company.




<PAGE>



9. Derivative Instruments

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

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

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

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

         CRLP has entered  into several  different  hedging  transactions  in an
effort to manage  exposure to changes in interest  rates.  The  following  table
summarizes the notional values, fair values and other  characteristics of CRLP's
derivative  financial  instruments  at December 31, 2001.  The notional value at
December 31, 2001 provides an indication of the extent of CRLP's  involvement in
these  instruments  at that time,  but does not  represent  exposure  to credit,
interest rate, or market risk.
<TABLE>
<CAPTION>

                                                                          Interest                     Fair Value
                Product Type                       Notional Value           Rate        Maturity     (in thousands)
--------------------------------------------- -------------------------- ------------ ------------- ------------------
<S>                                               <C>                        <C>          <C>             <C>
1) Interest Rate SWAP, Cash Flow                  $30.2 - $27.7 million       5.932%       1/01/06         $  (1,549)
2) Interest Rate SWAP, Cash Flow                          $75.0 million       2.130%      12/10/02                 32
3) Interest Rate SWAP, Cash Flow                          $50.0 million       2.319%       1/01/03               (39)
4) Interest Rate SWAP, Cash Flow                          $25.0 million       2.430%       1/01/03               (47)
5) Interest Rate SWAP, Fair Value                         $50.0 million       5.015%       7/26/04              1,293
6) Interest Rate CAP, Cash Flow                           $21.1 million       6.850%       6/29/04                 99
7) Interest Rate CAP, Cash Flow                           $17.9 million       6.850%       7/06/04                 85
8) Interest Rate CAP, Cash Flow                           $30.4 million      11.200%       6/30/03                  1
</TABLE>

         On December 31, 2001, the derivative instruments were reported at their
fair value as Other Liabilities of $0.1 million. The offsetting  adjustments are
represented as losses in Accumulated Other  Comprehensive  Loss of $0.1 million.
Year  to  date,  CRLP  has  recorded  a  $15,000  loss in  earnings  due to some
ineffectiveness  on one of  their  swaps,  resulting  from a  timing  difference
regarding rate reset dates.

         On July 3,  2001,  CRLP  terminated  a  forward-starting  swap that was
designated as hedging  forecasted debt that did not occur. CRLP reclassified the
balance of $130,000 held in Accumulated  Other  Comprehensive  Income related to
the swap as a gain in earnings.

         Most of CRLP's  hedges are  designated  as cash flow hedges.  Cash flow
hedges hedge the future cash flows of current or forecasted debt.  Interest rate
swaps that convert  variable  payments to fixed  payments,  interest  rate caps,
floors,  collars, and forwards are cash flow hedges. The unrealized gains/losses
in the fair  value of these  hedges are  reported  on the  balance  sheet with a
corresponding adjustment to either accumulated other comprehensive income (loss)
or in  earnings--depending  on the type of hedging relationship.  If the hedging
transaction  is a cash flow  hedge,  then the  offsetting  gains and  losses are
reported  in  accumulated  other  comprehensive  income  (loss).  If the hedging
transaction  is  characterized  as a fair value hedge,  then the changes in fair
value of the hedge and the hedged item are  reflected in  earnings.  If the fair
value hedging relationship is fully effective,  there is no net effect reflected
in income or accumulated other  comprehensive  income (loss), and any offsets to
the hedging transaction is reflected in notes and mortgages payable.  Over time,
the unrealized gains and losses held in accumulated other  comprehensive  income
(loss) will be reclassified  to earnings.  This  reclassification  is consistent
with when the hedged  items are also  recognized  in  earnings.  Within the next
twelve months, CRLP expects to reclassify to earnings approximately $0.4 million
of the current balance held in accumulated other comprehensive income (loss).

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

10.      Comprehensive Income (Loss)

Comprehensive income (loss) consisted of the following:

(in thousands)                                            For the year ended
                                                           December 31, 2001
                                                            ---------------

Net income available to common unitholders                    $ 64,119
Other comprehensive income (loss)
   Unrealized income (loss) on cash flow
        hedging activities                                      (1,403)
                                                             --------------
Comprehensive income                                          $ 62,716
                                                             --------------

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

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

Balance December 31, 2000                                      $ --
Transition adjustment on cash flow
        hedging activities                                      (885)
             Current period change in fair value of
                     derivative instruments                     (518)
                                                  ---------------------------
Balance December 31, 2001                                   $ (1,403)
                                                  ---------------------------


11.       Capital Structure

         At December 31, 2001, the Company  controlled  CRLP as the sole general
partner and as the holder of 65.3% of the common  units of CRLP and 63.6% of the
preferred  units (Series A Preferred  Units and Series C Preferred  Units).  The
limited  partners of CRLP who hold common units,  are those  persons  (including
certain officers and directors) who, at the time of the Initial Public Offering,
elected to hold all or a portion of their  interest in the form of units  rather
than receiving  shares of common stock of the Company,  or individuals from whom
the  Company  acquired  certain  properties,  who  elected to  receive  units in
exchange for the properties. Each unit may be redeemed by the holder thereof for
either one share of Common Stock or cash equal to the fair market value  thereof
at the time of such redemption,  at the option of CRLP.  Additionally,  in 1999,
CRLP issued $100 million of Series B Cumulative  Redeemable  Perpetual Preferred
Units (Series B Units) in a private placement,  that are exchangeable for Series
B Preferred  Shares of the Company  after ten years at the option of the holders
of the Series B Units. (See Note 12)

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


<PAGE>



12.  Cash Contributions

         During  June 2001,  the Company  issued  2,000,000  preferred  units of
beneficial interest (Series C Preferred Units). The Series C Preferred Units pay
a quarterly dividend at 9.25% per annum and may be redeemed by the Company on or
after June 19,  2006.  The  Series C  Preferred  Units have no stated  maturity,
sinking  fund or mandatory  redemption  and are not  convertible  into any other
securities  of the  Company.  The Series C  Preferred  Units have a  liquidation
preference  of  $25.00  per  share.  The  net  proceeds  of  the  offering  were
approximately  $48.1 million and were used to repay  outstanding  balances under
CRLP's unsecured line of credit.

         During  January 2000,  CRLP  initiated and completed an Executive  Unit
Purchase  Program (Unit  Purchase  Program),  in which the Board of Trustees and
certain  members of CRLP's  management  were able to purchase  425,925  Units of
CRLP. Under the Unit Purchase Program,  the Board of Trustees and the members of
management  obtained  full-recourse  personal loans from an unrelated  financial
institution, in order to purchase the Units. The Units are pledged as collateral
against the loans.  In addition,  CRLP has provided a guarantee to the unrelated
financial  institution for the personal loans.  The value of the Units purchased
under the Unit Purchase Program was approximately $10 million.

         In February 1999, CRLP issued 2.0 million units of $50 par value 8.875%
Series B Cumulative  Redeemable  Perpetual  Preferred Units  (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 cost of the
original capital  contribution plus the cumulative  priority return,  whether or
not declared. The Preferred Units are exchangeable for 8.875% Series B Preferred
Units of CRLP  after ten years at the  option of the  holders  of the  Preferred
Units. The proceeds of the issuance,  net of offering costs of $2.6 million were
used to repay balances  outstanding on CRLP's  revolving credit agreement and to
fund development, acquisition, and expansion expenditures.

13.  Employee Benefits

         Employees  of CRLP  hired  prior to January  1, 2002  participate  in a
noncontributory defined benefit pension plan designed to cover substantially all
employees.  Pension  expense  includes  service and interest  costs  adjusted by
actual  earnings on plan assets and  amortization  of prior service cost and the
transition  amount.  The  benefits  provided  by this plan are based on years of
service and the employee's final average compensation.  CRLP's policy is to fund
the minimum required contribution under ERISA and the Internal Revenue Code.

         The  table  below  presents  a summary  of  pension  plan  status as of
December 31, 2001 and 2000, as it relates to the employees of CRLP.
<TABLE>
<CAPTION>

(amounts in thousands)                                                      2001              2000
-------------------------------------------------------------------    ---------------    --------------
Actuarial present value of accumulated benefit obligation
<S>                                <C>         <C>                            <C>               <C>
      including vested benefits of $$3,101 and $1,462                         $ 3,826           $ 1,918
      at December 31, 2001 and 2000, respectively
Actuarial present value of projected benefit obligations
      at year end                                                             $ 6,062           $ 3,460
Fair value of assets at year end                                              $ 4,063           $ 1,135
Accrued pension cost                                                          $ 2,077           $ 2,106
Net pension cost for the year                                                   $ 829             $ 625
</TABLE>


Actuarial  assumptions  used in  determining  the  actuarial  present  value  of
accumulated benefit obligations at January 1, 2001, are as follows:
<TABLE>
<CAPTION>

                                                                            2001              2000
                                                                       ---------------    --------------
<S>                                                                             <C>               <C>
Weighted-average interest rate                                                  7.25%             7.50%
--------------------------------------------------------------------------------------------------------
Increase in future compensation levels                                          4.00%             4.00%
</TABLE>

         CRLP  participates in a salary  reduction  profit sharing plan covering
substantially all employees. This plan provides, with certain restrictions, that
employees may contribute a portion of their earnings with CRLP matching one-half
of such contributions,  solely at CRLP's discretion.  Contributions by CRLP were
approximately $321,000,  $313,000, and $275,000 for the years ended December 31,
2001, 2000 and 1999, respectively.

14.  Leasing Operations

         CRLP is in the  business of leasing and managing  multifamily,  office,
and retail property. For properties owned by CRLP, minimum rentals due in future
periods  under  noncancelable  operating  leases  extending  beyond  one year at
December 31, 2001, are as follows:

                                                       (in thousands)
                                                      -----------------
         2002                                         $        148,893
         2003                                                  132,185
         2004                                                  115,684
         2005                                                   97,114
         2006                                                   78,202
         Thereafter                                            271,880
                                                      -----------------
                                                      $        843,958
                                                      =================

         The noncancelable  leases are with tenants engaged in retail and office
operations  in  Alabama,  Georgia,  Florida,  North  Carolina,  South  Carolina,
Tennessee,  Texas, and Virginia.  Performance in accordance with the lease terms
is in part dependent upon the economic  conditions of the respective  areas.  No
additional  credit risk  exposure  relating to the leasing  arrangements  exists
beyond the accounts  receivable  amounts  shown in the December 31, 2001 balance
sheet. Leases with tenants in multifamily  properties are generally for one year
or less and are thus excluded from the above table.  Substantially all of CRLP's
land,  buildings,  and equipment  represent  property leased under the above and
other short-term leasing arrangements.

         Rental income for 2001, 2000, and 1999 includes percentage rent of $3.6
million,  $5.7 million, and $4.7 million,  respectively.  This rental income was
earned when certain  retail tenants  attained  sales volumes  specified in their
respective lease agreements.

15.  Related Party Transactions

         CRLP has generally used affiliated construction companies to manage and
oversee its development and expansion projects.  CRLP paid $33.6 million,  $46.7
million, and $62.8 million for property development costs to Lowder Construction
Company,  Inc., a construction  company owned by The Colonial  Company (TCC) (an
affiliate of certain unitholders, and trustees), during the years ended December
31, 2001, 2000 and 1999,  respectively.  Of these amounts,  $30.7million,  $43.2
million, and $55.4 million was then paid to unaffiliated  subcontractors for the
construction of these  development and expansion  projects during 2001, 2000 and
1999,  respectively.  CRLP had outstanding  construction  invoices and retainage
payable to Lowder  Construction  Company,  Inc.  totaling  $0.4 million and $1.4
million  at  December  31,  2001 and 2000,  respectively.  CRLP also paid  $67.0
million,  $31.3 million, and $21.5 million for property  construction costs to a
construction  company  owned by a trustee  during the years ended  December  31,
2001,  2000 and 1999,  respectively.  Of these  amounts,  $60.3  million,  $28.2
million, and $19.4 million was then paid to unaffiliated  subcontractors for the
construction  of  these  development   projects  during  2001,  2000  and  1999,
respectively.  CRLP had outstanding  construction invoices and retainage payable
to this construction  company totaling $1.8 million and $0.2 million at December
31, 2001 and 2000, respectively.

         During  September  2000,  CRLP purchased a parcel of land from Colonial
Commercial  Investments,  Inc. (CCI), which is owned by trustees James K. Lowder
and Thomas H. Lowder,  through the issuance of 12,477 limited partnership valued
at approximately  $0.3 million.  Subsequently,  in 2001, CRLP sold the parcel of
land to an unrelated party for approximately$0.4 million.

         During July 1998, CRLP acquired a 79.8% interest in Colonial Village at
Haverhill.  Effective May 1999,  CRLP purchased the remaining  20.2% interest in
this property by issuing 157,140 units to the seller. The seller is a trustee of
the Company.

         Following is a summary of property acquisitions from entities for which
trustees of the Company are involved as a partner or unitholder:
<TABLE>
<CAPTION>

         Date                  Property and Land Acquired             Purchase Price           Units Issued
----------------------- ------------------------------------------ --------------------- -------------------------
<S>                    <C>                                        <C>                   <C>
September 2000          Colonial Promenade Montgomery Lot 1        $0.3 million          12,477 CRLP Units
May 1999                Colonial Village at Haverhill              $4.2 million(1)       157,140 CRLP Units

<FN>
(1)      Represents the remaining 20.2% interest in the property.
</FN>
</TABLE>

         In August  2001,  CRLP  purchased  the 99%  voting  stock and 1% equity
interest in CPSI from CCI for approximately $4,000. Therefore,  effective August
2001, CPSI is consolidated in CRLP's financial statements.

         CRLP and its  subsidiaries  provide  certain  services to and  received
certain services from related  entities,  which resulted in the following income
(expense) included in the accompanying statements of income:

                                                  (Amounts in thousands)

                                                 2001       2000       1999
                                             ----------------------------------
  Rental income                                  $1,135     $1,478      $1,460
  Management/other fee income                       315        300         262
  Insurance brokerage expense                      (246)      (198)       (167)


16.  Subsequent Events

     Distribution

     On January 19, 2002, the Board of Trustees  declared a cash distribution to
partners  of CRLP in the  amount  of $.66 per share  and per  partnership  unit,
totaling $21.3 million.  The  distribution  was made to partners of record as of
February 1, 2002, and was paid on February 8, 2002.

     Equity Offering

     On February  25, 2002,  the Company  entered  into a  transaction  in which
560,380  shares of the  Company's  common  shares were issued,  resulting in net
proceeds of $17.8 million to the Company.  It is anticipated that 260,710 shares
will be  deposited  by Salomon  Smith  Barney  into The Equity  Focus Trust REIT
Portfolio  Series,  2002-A,  a newly formed unit investment  trust,  and 299,670
shares will be deposited into Cohen & Steers  Quality  Income Realty Fund,  Inc.
Subsequently,  the Company  transferred the net proceeds received to CRLP, which
were used to repay a portion of the outstanding balance on CRLP's unsecured line
of credit.


<PAGE>

                        Report of Independent Accountants

To the Board of Trustees
   of Colonial Properties Trust:

In our opinion, the consolidated financial statements listed in the accompanying
index  present  fairly,  in all material  respects,  the  financial  position of
Colonial  Realty  Limited  Partnership  at December  31, 2001 and 2000,  and the
results of its  operations and its cash flows for each of the three years in the
period  ended  December  31,  2001  in  conformity  with  accounting  principles
generally accepted in the United States of America. In addition, in our opinion,
the  financial  statement  schedules  listed in the  accompanying  index present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.  These financial
statements  and  financial  statement  schedules are the  responsibility  of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements and financial  statement schedules based on our audits. We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Birmingham, Alabama

January 18, 2002, except for Note 16, as
     to which the date is February 25, 2002


<PAGE>



Item 9.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure.

         None.

                                    PART III

Item 10.          Directors and Executive Officers of the Registrant.

         CRLP is managed  by the  Company,  the  general  partner  of CRLP.  The
trustees of the Company are as follows:

         Thomas H. Lowder,  52, has been a trustee of Colonial  Properties Trust
since its  formation in July 1993.  He is Chairman of the Board,  President  and
Chief  Executive  Officer of the Company.  Lowder  became  President of Colonial
Properties,  Inc., the Company's  predecessor,  in 1976, and since that time has
been actively engaged in the acquisition,  development,  management, leasing and
sale of  multifamily,  office and retail  properties  for  Colonial  Properties.
Lowder's  most  recent  board  appointment  was  his  election  to the  National
Association  of Real Estate  Investment  Trust  (NAREIT)  Board in June 1999 and
subsequent  appointment as Chairman of the Audit Committee.  He is also a member
and past  president of the Alabama  Chapter of the Realtors  National  Marketing
Institute  through  which  he  successfully  completed  commercial  real  estate
investment courses to receive the CCIM (Certified  Commercial Investment Member)
designation.   He  is  presently  a  member  of  the  Board  of  the   following
organizations:  United Way,  Children's  Hospital,  Birmingham Southern College,
Community Foundation of Greater Birmingham,  and Crippled Children's Foundation.
Mr. Lowder is a member of the Executive Committee of the board of trustees.

         Carl F. Bailey,  71, has been a trustee of the Company since  September
1993. Mr. Bailey is a former co-chairman of BellSouth  Telecommunications,  Inc.
and former chairman and chief executive  officer of South Central Bell Telephone
Company,  positions  from which he retired in 1991.  He worked for South Central
Bell in a number of  capacities  over the past three and a half  decades and was
elected  president and a member of the board of directors in 1982. Mr. Bailey is
chairman of TekQuest,  Inc., a manufacturing  company, and a member of the board
of  SouthTrust  Corporation.  Mr.  Bailey  serves  on the board of  trustees  of
Birmingham  Southern College.  Mr. Bailey is a member of the Executive Committee
and is chairman of the Audit Committee of the board of trustees.

         M. Miller Gorrie, 66, has been a trustee of the Company since 1993. Mr.
Gorrie is  chairman  of the board and chief  executive  officer of  Brasfield  &
Gorrie,  L.L.C.,  a regional  general  contracting  firm located in  Birmingham,
Alabama that is ranked 51st in the ENR's "Top 400 Contractors." He serves on the
boards of Baptist Hospital  Foundation,  the Metropolitan  Development  Board of
Birmingham,  Economic  Development  Partnership of Alabama, the Alabama Symphony
Orchestra and the University of Alabama at Birmingham  Civil  Engineer  Advisory
Board.  In the past he has served as a director of AmSouth  Bank,  the  Southern
Research  Institute,  United  Way of Central  Alabama,  the  Associated  General
Contractors, Alabama Chamber of Commerce, the Building Science Advisory Board of
Auburn University,  and the Business Council of Alabama.  Mr. Gorrie is chairman
of the  Executive  Committee  and is a  member  of  the  Executive  Compensation
Committee of the board of trustees.

         William M.  Johnson,  55, has been a trustee of the Company  since July
1997, in connection with the Company's  acquisition from Mr. Johnson, by merger,
of seven office  buildings  and retail  space  totaling  560,600  square feet in
Mansell 400 Business Center, the largest Class-A multi-tenant office park in the
North Fulton  (Atlanta,  Georgia)  area. In 1978, Mr.  Johnson  founded  Johnson
Development Company, a real estate development, construction and management firm
where  he  directed  the  development  of 1.2  million  square  feet of  office,
warehouse,  retail and hotel space having a value in excess of $117 million. Mr.
Johnson is a member of the board of trustees of Asbury Theological  Seminary,  a
member of the Board of Directors of Reach Out Youth  Solutions,  and is Chairman
of the World Parish Ministries.  Mr. Johnson also serves as a strategic planning
advisor for several para-church  ministries.  In 1999, Mr. Johnson established a
family  foundation that provides  financial  assistance to  twenty-eight  local,
national and international ministries.  Mr. Johnson is a member of the Executive
Compensation  Committee and Executive  Committee of the board of trustees of the
Company.

         James K.  Lowder,  52,  has been a  trustee  of the  Company  since its
formation in July 1993. Mr. Lowder is also chairman of the board of The Colonial
Company,  chairman of the board of Lowder Construction Company, Inc., Lowder New
Homes,  Inc.,  Colonial  Insurance Agency,  Inc.,  Lowder Realty Company,  Inc.,
Colonial Commercial  Development,  Inc., Colonial Homes, Inc., American Colonial
Insurance  Company,  Colonial  Commercial Realty,  Inc. and Colonial  Commercial
Investments,  Inc. He is a member of the Home Builders  Association  of Alabama,
and the Greater  Montgomery  Home Builders  Association,  and is a member of the
board of  directors  of Alabama  Power  Company.  Mr.  Lowder is a member of the
Executive  Compensation  Committee of the board of trustees.  Mr.  Lowder is the
brother of Thomas H. Lowder, who is an incumbent trustee.

         Herbert A.  Meisler,  74, has been a trustee of the Company since 1995.
Together  with  Mr.  Ripps,  he  formed  The  Rime  Companies,   a  real  estate
development, construction and management firm specializing in the development of
multifamily properties.  In December 1994, the Company purchased ten multifamily
properties from partners associated with The Rime Companies. While with The Rime
Companies, Mr. Meisler oversaw the development and construction of approximately
15,000  multifamily  apartment  units  in the  Southeastern  United  States.  He
currently serves on the board of directors of the Community  Foundation of South
Alabama and the Mobile Airport  Authority and was  Philanthropist of the Year in
Mobile,  Alabama.  He is a past  director of the Alabama Eye and Tissue Bank and
past president of the Mobile Jewish Welfare Fund. Mr. Meisler is a member of the
Executive  Compensation  Committee  (and its Option Plan  Subcommittee)  and the
Audit Committee of the board of trustees.

         Claude  B.  Nielsen,  51,  has  been a  trustee  of the  Company  since
September  1993.  Since 1990, Mr. Nielsen has been president and chief executive
officer of Coca-Cola Bottling Company United, Inc., headquartered in Birmingham,
Alabama,  serving also as chief operating officer from 1990 to 1991 and as chief
executive  officer since 1991. Prior to 1990, Mr. Nielsen served as president of
Birmingham  Coca-Cola Bottling Company. Mr. Nielsen is on the board of directors
of AmSouth  Bancorporation  and also serves as a board member of the  Birmingham
Airport  Authority.  Mr.  Nielsen  is  chairman  of the  Executive  Compensation
Committee,  a member of the Executive  Committee of the board of trustees and is
chairman of its Option Plan Subcommittee.

         Harold W.  Ripps,  63, has been a trustee of the  Company  since  1995.
Together with Herbert A. Meisler,  another  member of the board of trustees,  he
formed  The  Rime  Companies,  a  real  estate  development,   construction  and
management firm  specializing in the development of multifamily  properties.  In
December 1994, the Company  purchased ten  multifamily  properties from partners
associated  with The Rime Companies.  While with The Rime  Companies,  Mr. Ripps
oversaw the development and  construction of  approximately  15,000  multifamily
apartment  units  in the  Southeastern  United  States.  He is a  member  of the
executive  committee  of the  Birmingham  Council of Boy Scouts of America,  the
board of trustees of Birmingham  Southern College and the President's Council of
the University of Alabama in Birmingham.  Mr. Ripps is a member of the Executive
Committee of the board of trustees.

         Donald T.  Senterfitt,  82,  has been a trustee  of the  Company  since
September 1993. Mr. Senterfitt is chairman of the board of directors of Colonial
Bank,  Central  Florida.  He is a former  director and vice chairman of SunTrust
Banks,  Inc.,  a bank  holding  company.  He is past  president  of the American
Bankers   Association   and  former  general  counsel  to  the  Florida  Bankers
Association,  having served both  organizations in a number of other capacities.
Mr. Senterfitt is a member and a 1997 Laureate of the Mid-Florida  Business Hall
of Fame and a member of the President's Council of the University of Florida. He
is  a  member  of  the  board  of  directors  of  CITE,  Inc.,  the  Center  for
Independence,  Technology and Education, a non-profit  organization which serves
the needs of blind,  visually  handicapped  and  multi-handicapped  children and
adults,  and served as its president for three years. Mr. Senterfitt is a member
of the Audit Committee of the board of trustees of the Company.


<PAGE>





                        Executive Officers of the Company

          The following is a biographical  summary of the executive  officers of
the Company:

         Thomas H. Lowder,  52, has been a trustee of Colonial  Properties Trust
since its  formation in July 1993.  He is Chairman of the Board,  President  and
Chief  Executive  Officer of the Company.  Lowder  became  President of Colonial
Properties,  Inc., the Company's  predecessor,  in 1976, and since that time has
been actively engaged in the acquisition,  development,  management, leasing and
sale of  multifamily,  office and retail  properties  for  Colonial  Properties.
Lowder's  most  recent  board  appointment  was  his  election  to the  National
Association  of Real Estate  Investment  Trust  (NAREIT)  Board in June 1999 and
subsequent  appointment  as  Chairman  of the Audit  Committee.  He is a current
member of the National  Association  of  Industrial  and Office  Parks,  and the
International  Council  of  Shopping  Centers.  He is  also a  member  and  past
president of the Alabama Chapter of the Realtors  National  Marketing  Institute
through  which he  successfully  completed  commercial  real  estate  investment
courses  to  receive  the  CCIM   (Certified   Commercial   Investment   Member)
designation.   He  is  presently  a  member  of  the  Board  of  the   following
organizations:  United Way,  Children's  Hospital,  Birmingham Southern College,
Community  Foundation  of Greater  Birmingham,  The John Carroll  Catholic  High
School Educational  Foundation and Crippled  Children's  Foundation.  He is past
Chairman of the Birmingham Area Chapter of the American Red Cross. Lowder served
as Chairman of the 2001 United Way  Campaign for Central  Alabama.  He graduated
with honors from Auburn University with a Bachelor of Science Degree.

         C. Reynolds  Thompson,  III, 39, Chief Operating Officer of the Company
since  September  1999,  responsible  for the  Multifamily,  Office,  Retail and
Mixed-Use divisions. Thompson oversees the management,  acquisition, leasing and
development of properties  within its three operating  divisions and development
in the mixed-use division.  Prior to his appointment as Chief Operating Officer,
Thompson was Chief Investment  Officer,  responsible for investment  strategies,
market  research,  due  diligence,  mergers  and  acquisitions,   joint  venture
development and  cross-divisional  acquisitions.  Prior to his position as Chief
Investment  Officer,   Thompson  served  as  Executive  Vice   President--Office
Division,  with  responsibility  for management of all office  properties  owned
and/or  managed  by the  Company,  from May 1997 to May  1998.  Thompson  joined
Colonial  Properties  Trust in February  1997 as Senior  Vice  President--Office
Acquisitions,  with  responsibility  for all acquisitions of office  properties.
Prior to joining  Colonial  Properties  Trust,  Thompson  worked for CarrAmerica
Realty  Corporation  in office  building  acquisitions  and due  diligence.  His
fourteen-year  real  estate  background  includes   acquisitions,   development,
leasing, and management of office properties in the south.  Thompson is a member
of the Executive  Committee of the  Metropolitan  Development  Board,  an active
member of the National Association of Industrial and Office Parks, and he serves
on the Board of Trustees  for the Alabama  Real Estate  Research  and  Education
Center.  Thompson  holds a Bachelor of Science  Degree from  Washington  and Lee
University.

         Howard B. Nelson, Jr., 54, Chief Financial Officer of the Company, with
general  responsibility  for financing matters since May 1997. Nelson was Senior
Vice President and Chief Operating Officer of the Company,  with  responsibility
for the day-to-day  management of the Company,  from September 1993 to May 1997.
He joined  Colonial  Properties in 1984 as Vice President and became Senior Vice
President-  Finance in 1987. Nelson presently serves on the  Birmingham-Southern
College  Edward Lee Norton Board of Advisors  for  Management  and  Professional
Education,  and  the  Business  Council  of  Alabama's  Progress  PAC  Board  of
Directors.  Nelson  has  served  in the past on the  Accounting  and  Technology
committee of the Real Estate Roundtable, as treasurer, vice president, president
and board  member of the  Birmingham  Chapter  of the  National  Association  of
Industrial and Office Parks (NAIOP), the College of Business Advisory Council of
Auburn  University and on the Board of Directors of the Children's Harbor Family
Center. Nelson holds a Bachelor of Science Degree from Auburn University.

         John  P.  Rigrish,  53,  Chief  Administrative  Officer-Executive  Vice
President  of  the  Company,   with  responsibilities  for  the  supervision  of
Accounting  Operations,  Information  Technology,  Human  Resources and Employee
Services since 1998.  Prior to joining Colonial  Properties,  Rigrish worked for
BellSouth in Corporate Administration and Services.  Rigrish holds a Bachelor of
Science  degree  from  Samford  University  and did his  postgraduate  study  at
Birmingham-Southern  College.  He  served  on the  Edward  Lee  Norton  Board of
Advisors  for  Management  and  Professional  Education  at  Birmingham-Southern
College  and the Board of  Directors  of Senior  Citizens,  Inc.  in  Nashville,
Tennessee.


<PAGE>



         Paul F. Earle, 43, Executive Vice-President-Multifamily Division of the
Company, with responsibility for management of all multifamily  properties owned
and/or  managed by the Company,  since May 1997. He joined  Colonial in 1991 and
has served as Vice President - Acquisitions,  as well as Senior Vice President -
Multifamily  Division.  Mr. Earle serves as Chairman of the Alabama  Multifamily
Council and is an active member of the National Apartment  Association.  He also
serves as President of the Board of Directors of Big Brother/Big  Sisters and is
a Board member of the  National  Multifamily  Housing  Council.  Before  joining
Colonial,  Mr. Earle was the President and Chief  Operating  Officer of American
Residential  Management,  Inc.,  Executive  Vice  President  of  Great  Atlantic
Management, Inc. and Senior Vice President of Balcor Property Management, Inc.

         Daryl K. Mangan,  58, Executive Vice  President-Retail  Division of the
Company,  with general  responsibility  for management of all retail  properties
owned and managed by the Company  since  December  2001.  His  thirty-year  real
estate background includes acquisitions, dispositions, development, leasing, and
management  of retail  properties  including  his  position  as  Executive  Vice
President  at  Equitable  Real Estate  Investment  Management,  Inc where he was
responsible for the management of a $6 billion retail portfolio consisting of 75
regional  malls  and 40  other  retail  properties.  Prior to  joining  Colonial
Properties Trust, Mangan worked for Cole National as Vice President  responsible
for development.  Mangan also worked for Safeco Properties,  Inc. as Senior Vice
President  responsible for the Company's  national shopping center portfolio and
for Federated  Department Stores,  Inc as Senior Vice President  responsible for
development where he concentrated on remodeling,  expanding and re-merchandising
the retail portfolio. Mangan is an active member of The International Council of
Shopping  Centers  where he  serves as a judge for the  Design  and  Development
Awards Program.  Mangan holds a Bachelor of Administration  Degree in Design and
Industry and Masters Degree in Business  Administration  from  California  State
University.

         John  N.  Hughey,  42,  Executive  Vice  President-Retail   Development
Division of the Company,  with  responsibility  for all retail development since
December  2001. He joined  Colonial  Properties  in 1982 and assumed  management
responsibility  for an increasing  number of shopping  centers until being named
Senior  Vice  President  - Retail  Division  of  Colonial  in 1991 and was named
Executive Vice President in May 1997.  Hughey served as the  Alabama/Mississippi
State Operations Chairman for the International Council of Shopping Centers from
1993-1995. He holds a Bachelor of Science Degree from Auburn University.

         Charles  A.  McGehee,   55,   Executive   Vice  President  -  Mixed-Use
Development  Division of the  Company,  with  responsibility  for the  Company's
development of properties  with mixed-use  product types since  September  1999.
McGehee also oversees land acquisitions and dispositions. From September 1993 to
September 1999 McGehee was responsible for Land  Acquisitions  and  Development,
Brokerage  and  Dispositions  for  Colonial  Properties.  From  January  1990 to
September  1993 McGehee was Senior Vice President - Office  Division.  He joined
the Company in 1976 as Vice President of Retail Leasing and was  responsible for
leasing  all retail  space owned  and/or  managed by  Colonial  Properties.  Mr.
McGehee  has  served  as  president  and  as a  board  member  of  the  National
Association  of Industrial and Office Parks (NAIOP) and is a member of the Board
of Directors of the Birmingham  Area Board of Realtors.  McGehee is currently on
the  Board of  Trustees  for the  Birmingham  Chamber  of  Commerce.  He holds a
Bachelor of Science Degree from Auburn University.

         Robert A. "Bo" Jackson, 47, Executive Vice President-Office Division of
the Company, with general responsibility for management of all office properties
owned and managed by the Company. Prior to joining Colonial Properties,  Jackson
worked  for  Beacon  Properties  as a Vice  President  responsible  for  leasing
performance,  new office development and acquisitions  throughout the Southeast.
He has been  involved  in over 10  million  square  feet of  Atlanta  urban  and
suburban office development.  Jackson has received  professional  accolades from
The Atlanta Board of Realtors,  The Downtown  Developers  Group and The National
Association of Industrial and Office Parks (NAIOP).  Jackson is active member of
NAIOP and an active member of the Urban Land  Institute.  He is also a member of
the Board of Directors of the Greater North Fulton Chamber of Commerce.  Jackson
holds  a  Bachelor  of  Science  Degree  in  Business  Administration  from  the
University of Delaware.

         Kenneth E. Howell, 52, has been Senior Vice President-Chief  Accounting
Officer of the  Company,  with general  responsibility  for the  supervision  of
accounting for all of the properties owned and/or managed by the Company,  since
August 1998. Mr. Howell joined the Company in 1981, and served as Controller for
Colonial  from  1986-1998.  From  1981-1986  he held the  position of  Assistant
Controller of the Colonial Company,  parent company of the then private Colonial
Properties,  Inc.  He  serves on the  Auburn  University  School of  Accountancy
Advisory  Board.  Mr.  Howell  holds a Bachelor  of Science  Degree in  Business
Administration from Auburn University.


<PAGE>





Item 11.          Executive Compensation.

         The  following  table sets forth  certain  information  concerning  the
annual and long-term  compensation for the chief executive  officer and the four
other most highly  compensated  executive  officers  of the Company  (the "Named
Executive Officers"):
<TABLE>
<CAPTION>

                           Summary Compensation Table

                                        Annual Compensation                           Long-Term Compensation
                                -----------------------------------------  -----------------------------------------------
                                                                             Restricted     Securities            All
                                                             Other Annual       Share       Underlying          Other
Name and Principal Position      Year Salary ($)Bonus ($)(1) Compensation    Awards($)(1)   Options (#)     Compensation(2)
---------------------------      ---- ---------------------- ------------  --------------   -----------     ---------------
<S>                              <C>  <C>      <C>            <C>            <C>             <C>             <C>
Thomas H. Lowder                 2001 $328,269 $   --              --         $474,586        81,060          $5,100
    Chairman of the Board        2000  315,000     --              --          119,000        37,500           5,062
    President and Chief          1999  315,000     --              --           47,600        50,000           4,800
       Executive Officer         1998  310,000     --              --           94,640            --           2,721


C. Reynolds Thompson, III        2001  271,884  111,720            --          214,988        47,988           5,100
    Chief Operating Officer      2000  248,000   40,000            --               --        20,000           5,100
                                 1999  199,213       --            --           41,300        16,667           4,800
                                 1998  149,500   22,500            --           38,500           --            2,906


Howard B. Nelson, Jr.            2001  228,269       --            --          247,448        35,666           5,100
    Chief Financial Officer and  2000  215,000   15,190            --           22,134        12,500           5,100
          Secretary              1999  215,000       --            --           37,800        16,667           4,800
                                 1998  208,000       --            --           53,200            --           2,721


Robert A. Jackson                2001  188,269  137,000            --           26,114        23,994           1,461
       Executive Vice President  2000  175,000   98,100            --               --        10,000           3,062
             Office Division     1999  155,000   25,000            --               --        13,333           3,479
                                 1998  130,000   64,000            --           20,148            --              --


Paul F. Earle                    2001  186,884       --            --          220,015        23,994           4,205
    Executive Vice President-    2000  163,000       --            --           70,924        10,000           3,661
           Multifamily Division  1999  155,000   12,200            --           69,217        13,333           3,704
                                 1998  145,000   10,000            --           21,000            --           2,847

<FN>
(1)       The Company's incentive compensation plan permits officers to elect to
          receive all or part of their  annual  bonus in the form of  restricted
          shares  instead  of cash.  Officers  who elect to receive up to 50% of
          their bonus in restricted  shares receive shares having a market value
          on the issue date equal to 125% of the deferred  amount.  Officers who
          elect to receive  more than 50% of their  annual  bonus in  restricted
          shares receive shares having a market value on the issue date equal to
          140% of the  deferred  amount.  For 2001,  Messrs.  Lowder,  Thompson,
          Nelson,  Jackson and Earle elected to receive 100%,  51%, 100%, 0% and
          100%,  respectively,  of  their  bonuses  in  restricted  shares.  The
          restricted shares issued to Messrs. Lowder, Thompson, Nelson and Earle
          vest over 3 years,  with 50% vesting on the first  anniversary  of the
          issue date and the remaining 25% vesting in equal  installments on the
          second and third anniversaries of the issue date. In addition to these
          shares, Messrs. Lowder,  Thompson,  Nelson, Jackson and Earle received
          2,765, 1,611, 1,199, 806 and 806,  respectively,  of performance based
          restricted  shares.  The performance  based restricted  shares vest in
          eight  years  or  on an  accelerated  scale  based  on  the  Company's
          performance.  The number and value of  restricted  shares  held by the
          Named Executive Officers as of December 31, 2001 were as follows:  Mr.
          Lowder  -  8,489  shares  ($264,432);  Mr.  Thompson  -  2,925  shares
          ($91,114);  Mr. Nelson - 3,371 shares  ($105,007);  Mr.  Jackson - 400
          shares ($12,460) and Mr. Earle- 4,714 shares ($146,841). Dividends are
          paid on  restricted  shares at the same rate paid to all other holders
          of common shares.

(2)       All Other  Compensation  consists solely of employer  contributions to
          the Company's 401(k) plan.
</FN>
</TABLE>
<PAGE>



         The following table sets forth certain  information  concerning  option
exercises  during  2001 and  unexercised  options  held by the  Named  Executive
Officers at December 31, 2001:
<TABLE>
<CAPTION>

                           Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

                                                                    Number of                 Value of Unexercised
                            Shares                            Securities Underlying               In-the-Money
                           Acquired           Value            Unexercised Options                   Options
Name                    on Exercise(#)     Realized($)        at December 31, 2001          at December 31, 2001(1)
----                    --------------     -----------        -----------------------------------------------------
                                                            Exercisable Unexercisable     Exercisable Unexercisable

<S>                       <C>           <C>                 <C>           <C>            <C>            <C>
Thomas H. Lowder......        --              --             91,335        144,450        $ 492,980      $ 688,352

C. Reynolds Thompson, III     --              --             13,166        70,844            70,844        341,784

Howard B. Nelson, Jr..     9,910         $66,905             27,667        48,150            98,505        229,451

Robert A. Jackson.....     7,333          26,306             10,000        43,882             4,625        175,144

Paul F. Earle.........        --              --             13,333        38,520            50,745        183,560
------------------------

<FN>
(1) Based on the closing  price of $31.15 per Common Share on December 31, 2001,
as reported by the New York Stock Exchange.
</FN>
</TABLE>

         The following table sets forth certain information  relating to options
to purchase common shares granted to the Named Executive Officers during 2001:
<TABLE>
<CAPTION>

                        Option Grants in Last Fiscal Year

                                Individual Grants
-------------------------------------------------------------------------
                                            Percent
                           Number of       of Total
                          Securities        Options
                          Underlying      Granted to      Exercise
                            Options      Employees in       Price          Expiration         Option
Name                     Granted (#) 1    Fiscal Year      ($/Sh)             Date            Value2
-------------------------------------------------------------------------------------------------------

<S>                             <C>           <C>           <C>              <C>  <C>        <C>
Thomas H. Lowder......          84,450        19.10%        $ 26.88          1/25/11         $ 86,139

C. Reynolds Thompson, III       44,410        10.04%          26.88          1/25/11           45,298

Howard B. Nelson, Jr..          28,150         6.37%          26.88          1/25/11           28,713

Robert A. Jackson.....          20,549         4.65%          26.88          1/25/11           20,960

Paul F. Earle.........          22,520         5.09%          26.88          1/25/11           22,970

<FN>
(1)       All options  granted in 2001 become  exercisable  in five equal annual
          installments  beginning on the first  anniversary of the date of grant
          and have a term of ten years.

(2)       The  Black-Scholes  option  pricing  model was chosen to estimate  the
          value of the  options set forth in this table.  The  Company's  use of
          this model should not be construed as an  endorsement  of its accuracy
          of  valuing  options.  All  option  valuation  models,  including  the
          Black-Scholes model, require a prediction about the future movement of
          the share price. The following  assumptions were made for the purposes
          of  calculating  the  option  value:  an  option  term  of  10  years,
          volatility of 14.56%,  dividend  yield at 8.19%,  and interest rate of
          5.09%. The real value of the options to purchase common shares in this
          table  depends upon the actual  performance  of the  Company's  common
          shares, the option holder's continued employment throughout the option
          period, and the date on which the options are exercised.
</FN>
</TABLE>

         The Company maintains a retirement plan for all of the employees of the
Company and its  subsidiaries  hired before January 1, 2002. An employee becomes
eligible to  participate  in the plan on January 1 or July 1 following the first
anniversary of the person's employment by the Company or one of its consolidated
or unconsolidated  subsidiaries or age 21 if later.  Benefits are based upon the
number  of  years  of  service  (maximum  25  years)  and  the  average  of  the
participant's  earnings during the five highest years of compensation during the
final 10 years of employment.  Each participant accrues a benefit at a specified
percentage of compensation up to the Social Security covered compensation level,
and at a higher  percentage of compensation  above the Social  Security  covered
compensation  level.  A  participant  receives  credit for a year of service for
every year in which 1,000 hours are  completed in the  employment of the Company
or its predecessor or any of the Company's subsidiaries.

         The following table reflects  estimated  annual  benefits  payable upon
retirement under the retirement plan as a single life annuity  commencing at age
65. These  benefits  ignore the lower benefit rate  applicable to earnings below
the Social Security covered compensation level.
<TABLE>
<CAPTION>

                               Pension Plan Table

                                                           Years of Service
                        ------------------------------------------------------------------------------------
Remuneration                   5                 10                15               20              25
------------

<S>                         <C>               <C>               <C>               <C>            <C>
$125,000                    $ 9,500           $19,000           $28,500           $38,000        $47,500
$150,000                    $11,400           $22,800           $34,200           $45,600        $57,000
$170,000 or over            $12,920           $25,840           $38,760           $51,680        $64,600
</TABLE>

         The  benefits  shown are limited by the current  statutory  limitations
which  restrict  the  amount of  benefits  which  can be paid  from a  qualified
retirement plan. The statutory limit on compensation  which may be recognized in
calculating  benefits is $170,000 in 2001.  This limit is  scheduled to increase
periodically with the cost of living.

         Covered compensation under the plan includes the employees' base salary
and other earnings  received from the Company.  Thomas H. Lowder has 27 years of
covered service under the plan,  Howard B. Nelson,  Jr. has 17 years of service,
C. Reynolds Thompson, III has 5 years of service,  Robert A. Jackson has 4 years
of service, and Paul F. Earle has 10 years of service.

Employment Agreement

         Thomas H. Lowder,  the  president  and chief  executive  officer of the
Company,  entered  into an  employment  agreement  with the Company in September
1993. This agreement provides for an initial term of three years, with automatic
renewals for  successive  one-year  terms if neither  party  delivers  notice of
non-renewal at least six months prior to the next scheduled expiration date. The
agreement  provides for annual  compensation  of at least $275,000 and incentive
compensation on substantially  the same terms as set forth in the description of
the Annual  Incentive  Plan.  See  "Report on  Executive  Compensation  - Annual
Incentive Plan." The agreement includes  provisions  restricting Mr. Lowder from
competing  with  the  Company   during   employment   and,   except  in  certain
circumstances,  for two years after termination of employment.  In addition,  in
the event of disability or  termination  by the Company  without cause or by the
employee with cause, the agreement provides that the Company must pay Mr. Lowder
the greater of (i) his base  compensation  and benefits for the remainder of the
employment term or (ii) six months' base compensation and benefits.


<PAGE>





                 EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND

                              INSIDER PARTICIPATION

         None of the five members of the Executive  Compensation Committee is an
employee of the  Company.  As  described  below,  M. Miller  Gorrie and James K.
Lowder,  who are members of the  committee,  own  interests in certain  entities
that, during 2001, were parties to certain transactions involving the Company.

         The Company engaged Lowder Construction Company,  Inc., of which Mr. J.
Lowder  serves as the  chairman  of the board and which is  indirectly  owned by
Messrs.  J.  Lowder and T.  Lowder,  to serve as  construction  manager  for two
multifamily  developments  and one retail  development  project during 2001. The
Company paid a total of $33.6 million  ($30.7  million of which was then paid to
unaffiliated  subcontractors) for the construction of these development projects
during 2001.  The Company had  outstanding  construction  invoices and retainage
payable to Lowder Construction  Company,  Inc. totaling $0.4 million at December
31, 2001.

         Brasfield & Gorrie General Contractors,  Inc. ("B&G"), a corporation of
which Mr.  Gorrie is a  shareholder  and  chairman of the board,  was engaged to
serve as  construction  manager for six office and retail  development  projects
during 2001.  The Company paid B&G a total of $67.0  million  ($60.3  million of
which was then paid to unaffiliated subcontractors) during 2001. The Company had
outstanding construction invoices and retainage payable to this company totaling
$1.8 million at December 31, 2001.

         A subsidiary of the Company  provided  management and leasing  services
during 2001 to certain  entities in which  Messrs.  J. Lowder,  T. Lowder and R.
Lowder have an interest.  The aggregate amount of fees paid to the subsidiary by
such entities during 2001 was approximately $0.2 million.

         Colonial  Insurance  Company,  a  corporation  indirectly  owned by the
Lowder  family,  provided  insurance  brokerage  services for the Company during
2001. The aggregate amount paid by the Company to Colonial Insurance Company for
these  services for the year ended  December 31, 2001,  was  approximately  $0.2
million. The Company performed Risk Management Administrative Services for which
Colonial Insurance Company paid the Company $0.1 million during 2001.

         The Company leased space to certain entities in which the Lowder family
has an interest and received  rent from these  entities  totaling  approximately
$1.1 million during 2001.

                              CERTAIN TRANSACTIONS

         During fiscal year 2001, the Company engaged in certain transactions in
which certain of its trustees and executive  officers had a financial  interest.
Several  of  these  transactions,   which  involved  members  of  the  Executive
Compensation  Committee,  are  described  above under the caption  "Compensation
Committee Interlocks and Insider Participation," and were approved by a majority
of the Company's independent trustees.

         A subsidiary of the Company  currently is  negotiating to acquire a 20%
interest in three aircraft from NRH Enterprises,  L.L.C., an entity in which Mr.
Ripps indirectly has an approximate 33% interest. The purchase price is expected
to be $1,440,000.  The subsidiary  also expects to enter into a joint  ownership
agreement  with the other owners of the  aircraft,  including  NRH  Enterprises.
Under that  agreement,  the  subsidiary  expects to be  obligated  to pay to NRH
Enterprises,  as agent for all of the owners of the  aircraft,  a monthly fee of
$10,000,  plus $1,400 per hour of Company  flight time,  to cover the  operating
expenses of the aircraft.  The subsidiary  does not expect NRH Enterprises to be
compensated  for its services as agent. In addition,  the subsidiary  expects to
enter into an aircraft  services  agreement with MEDJET  Assistance,  L.L.C., an
entity in which Mr. Ripps indirectly has an approximate 40% interest. Under this
agreement, the subsidiary expects to be obligated to pay a monthly fee of $5,000
to MEDJET Assistance for managing the use, maintenance,  storage and supervision
of the aircraft.  The  subsidiary  expects this $5,000 monthly fee to be paid by
NRH,  on behalf of the  subsidiary,  from the $10,000  monthly  fee  referred to
above. Separately, the subsidiary paid or will pay to NRH Enterprises a total of
$63,353 for periodically leasing the aircraft in 2001 and 2002 (through the date
of this proxy statement).


<PAGE>



Item 12.          Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of
Units  as of  March  11,  2002  for  (1)  each  person  known  by CRLP to be the
beneficial owner of more than five percent of the CRLP's  outstanding Units, (2)
each  trustee  of the  Company  and each  Named  Executive  Officer  and (3) the
trustees and executive  officers of the Company as a group. Each person named in
the table has sole voting and  investment  power with respect to all Units shown
as beneficially owned by such person, except as otherwise set forth in the notes
to the  table.  References  in the  table to  "Units"  are to  units of  limited
partnership interest in the Operating Partnership.  The extent to which a person
held common shares of  Beneficial  interest of Colonial  Properties  Trust as of
March 11, 2002,  under the caption  "Voting  Securities  and  Principal  Holders
Thereof",  and is  incorporated  by reference in this Annual Report and shall be
deemed a part hereof.  Unless  otherwise  provided in the table,  the address of
each  beneficial  owner is Colonial  Plaza,  Suite 750, 2101 Sixth Avenue North,
Birmingham, Alabama 35203.
<TABLE>
<CAPTION>


Name and Business Address                                 Number of              Percent of
of Beneficial Owner                                         Units                 Units (1)
-------------------------------------                      --------               ---------

<S>                                                    <C>                          <C>
Colonial Properties Trust...................           21,875,050                   66.3%

Thomas H. Lowder .. ........................            2,938,373  (2)               8.9%

James K. Lowder ............................            2,938,373  (3)               8.9%
2000 Interstate Parkway
Suite 400
Montgomery, Alabama  36104

Robert E. Lowder ...........................            1,750,372  (4)               5.3%
One Commerce Street
Montgomery, Alabama  36104

Carl F. Bailey .............................               17,595                      *

M. Miller Gorrie ...........................              266,523  (5)                 *

William M. Johnson .........................              920,455  (6)               2.8%

Herbert A. Meisler .........................              544,529  (7)               1.7%

Claude B. Nielsen ..........................                5,865                      *

Harold W. Ripps ............................            1,925,975                    5.8%

Donald T. Senterfitt .......................                2,159                      *

C. Reynolds Thompson, III ..................               17,595                      *

Howard B. Nelson, Jr. ......................               17,595                      *

Robert A. Jackson ..........................               17,595                      *

Paul F. Earle ..............................               17,595                      *

All executive officers and trustees as a group
    (17 persons) ...........................            9,694,742  (8)              29.4%

----------------------
<FN>
*        Less than 1%

(1)      The number of units outstanding as of March 11, 2002 was 33,017,790.

(2)      Includes  466,521 Units owned by Thomas  Lowder,  89,285 Units owned by
         Thomas Lowder Investments, LLC, 1,369,396 Units owned by CCI, 1,012,976
         Units  owned by EPJV and 195  Units  held in trust for the  benefit  of
         Thomas Lowder's children. Units owned by CCI are reported twice in this
         table,  once as  beneficially  owned  by  Thomas  Lowder  and  again as
         beneficially  owned by James  Lowder.  Units owned by EPJV are reported
         three  times in this  table,  as  beneficially  owned by each of Thomas
         Lowder, James Lowder, and Robert Lowder.

(3)      Includes  466,521  Units owned by James  Lowder,  89,285 Units owned by
         James Lowder Investments,  LLC, 1,369,396 Units owned by CCI, 1,012,976
         Units  owned by EPJV and 195  Units  held in trust for the  benefit  of
         James Lowder's children.

(4)      Includes 737,201 Units owned by Robert Lowder, 1,012,976 Units owned by
         EPJV and 195 Units  held in trust for the  benefit  of Robert  Lowder's
         children.

(5)      Includes  157,140 Units owned by MJE,  LLC., and 109,383 Units owned by
         Mr. Gorrie.

(6)      Includes  568,281  Units owned by Mr.  Johnson,  74,505  Units owned by
         William M.  Johnson  Investments  I, LLP, an entity  controlled  by Mr.
         Johnson,  177,669  Units held in the William M.  Johnson and Phyliss B.
         Johnson  Foundation,  Inc.  and  100,000  units held in the  William M.
         Johnson and Phyllis B. Johnson Supporting Foundation, Inc..

(7)      Includes  471,872  Units owned by Meisler  Enterprises  L.P., a limited
         partnership of which Mr.  Meisler and his wife are sole  partners,  and
         72,657 Units directly owned by Mr. Meisler.

(8)      Units  held by CCI and  EPJV  have  been  counted  only  once  for this
         purpose.
</FN>
</TABLE>


Item 13.          Certain Relationships and Related Transactions.

         The  information  required  by this  item  is  hereby  incorporated  by
reference to the material  appearing in the Proxy  Statement  under the captions
"Executive  Compensation  Committee  Interlocks and Insider  Participation"  and
"Certain Transactions."

                                     Part IV

Item 14.          Exhibits, Financial Schedules, and Reports on Form 8-K.

14(a)(1) and (2)  Financial Statements and Schedules

         Index to Financial Statements and Financial Statement Schedule

Financial Statements:

         The  following  financial  statements  of CRLP are included in Part II,
Item 8 of this report:

         Consolidated Balance Sheets as of December 31, 2001 and 2000

         Consolidated  Statements  of Income for the years  ended  December  31,
         2001, 2000, and 1999

         Consolidated  Statements  of  Partner's  Capital  for the  years  ended
         December 31, 2001, 2000, and 1999

         Consolidated  Statements of Cash Flows for the years ended December 31,
         2001, 2000, and 1999

         Notes to Consolidated Financial Statements

         Report of Independent Accountants

Financial Statement Schedule:

         Schedule III         Real Estate and Accumulated Depreciation

         Report of Independent Accountants

         All other schedules have been omitted because the required  information
of such  other  schedules  is not  present  in  amounts  sufficient  to  require
submission  of the schedule or because the required  information  is included in
the consolidated financial statements.


<PAGE>



14(a)(3) Exhibits

          * 3.1    Declaration of Trust of Company.

          * 3.2    Bylaws of the Company.

    (phi)  10.1    Third  Amended  and  Restated   Agreement  of  Limited
                   Partnership of the Operating Partnership, as amended.

         + 10.2.1  Registration  Rights and Lock-Up Agreement dated September
                   29, 1993, among the Company and the persons named therein.

     (psi) 10.2.2  Registration Rights and Lock-Up Agreement dated March 25,
                   1997, among the Company and the persons named therein.

     (psi) 10.2.3  Registration  Rights and Lock-Up Agreement dated November 4,
                   1994, among the Company and the persons named therein.

     (psi) 10.2.4  Registration  Rights and Lock-Up  Agreement  dated August 20,
                   1997, among the Company and the persons named therein.

     (psi) 10.2.5  Registration  Rights and Lock-Up  Agreement dated November 1,
                   1997, among the Company and the persons named therein.

     (psi) 10.2.6  Registration Rights and Lock-Up  Agreement dated July 1,
                   1997,  among the Company and the persons named therein.

     (psi) 10.2.7  Registration  Rights and  Lock-Up  Agreement  dated July 1,
                   1996, among the Company and the persons named therein.

(psi)(psi) 10.2.8  Registration Rights and Lock-Up Agreement dated February 23,
                   1999, among the Company Belcrest Realty Corporation, and
                   Belair Real Estate Company.

(psi)(psi) 10.2.9  Registration Rights and Lock-Up Agreement dated July 1,
                   1998, among the Company and the persons named therein.

(psi)(psi) 10.2.10 Registration Rights and Lock-Up Agreement dated July 31,
                   1997, among the Company and the persons named therein.

(psi)(psi) 10.2.11 Registration Rights and Lock-Up Agreement dated November 18,
                   1998, among the Company and the persons named therein.

(psi)(psi) 10.2.12 Registration Rights and Lock-Up Agreement dated December 29,
                   1994, among the Company and the persons named therein.

(psi)(psi) 10.2.13 Registration Rights and Lock-Up Agreement dated April 30,
                   1999, among the Company and the persons named therein.

         + 10.6++  Officers and Trustees Indemnification Agreement.

         + 10.7    Partnership Agreement of the Management Partnership.

        ** 10.8    Articles of Incorporation of the Management Corporation,
                   as amended.

         + 10.9    Bylaws of the Management Corporation.

        ++ 10.10   Credit  Agreement  between the Colonial  Realty Limited
                   Partnership and SouthTrust Bank, National Association,
                   AmSouth Bank N.A., Wells Fargo Bank, National
                   Association, Wachovia Bank N.A., First National Bank of
                   Commerce, N.A., and PNC Bank, Ohio, National Association
                   dated July 10, 1997 and related promissory notes.

(psi)(psi) 10.11.1 Amendment to Credit Agreement dated July 10, 1998.

(psi)(psi) 10.11.2 Second Amendment to Credit Agreement dated August 21, 1998.

         + 10.12++ Annual Incentive Plan.

      ++++ 10.13   Indenture  dated as of July 22, 1996, by and between
                   Colonial Realty Limited Partnership and Bankers Trust
                   Company, as amended.

(psi)(psi) 10.13.1 First Supplemental  Indenture dated as of December 31, 1998,
                   by and between Colonial Realty Limited Partnership and
                   Bankers Trust Company.

     (phi) 10.14   Executive Unit Purchase Program - Program Summary

     (phi) 10.15   Form of Promissory Note

     (phi) 10.16   Reimbursement Agreement dated January 25, 2000 between
                   Colonial Realty Limited Partnership and Employee Unit
                   Purchase Plan participants.

           12.1    Ratio of Earnings to Fixed Charges

           23.1    Consent of PricewaterhouseCoopers LLP

--------------------
*       Incorporated by reference to the Company's Form 8-K dated
        November 5, 1997.

**      Incorporated  by  reference  to the same  titled and  number exhibit in
        the Company's Annual Report on Form 10-K dated December 31, 1994.

(psi)   Incorporated  by reference  to the same titled and number exhibit in the
        Company's Annual Report on Form 10-K dated December 31, 1997.

+       Incorporated  by reference  to the same titled and  numbered  exhibit in
        the Company's Registration Statement on Form S-11, No. 33-65954.

++      Management contract or compensatory plan required to be filed pursuant
        to Item 14(c) of Form 10-K.

++      Incorporated  by  reference  to the same  titled and  number exhibit in
        the Company's  Quarterly Report on Form 10-Q dated June 30, 1997.

++++    Incorporated by  reference  to (i)  Exhibit D to the Form 8-K dated
        July 19,  1996,  filed by Colonial Realty Limited Partnership, and
        (ii)  Exhibit B to the Form 8-K dated  December  6, 1996,  filed by
        Colonial Realty Limited Partnership.

(psi)(psi)Incorporated  by reference to the same titled and numbered  exhibit in
          the Company's Annual Report on Form 10-K dated December 31, 1998.

(phi)   Incorporated  by reference to the same titled and numbered  exhibit in
        the Company's Annual Report on Form 10-K dated December 31, 1999.

14(b)             Reports on Form 8-K

                  Reports on Form 8-K filed during the last quarter of 2001:
                        None

14(c)             Exhibits

                  The list of  Exhibits  filed with this  report is set forth in
response to Item 14(a)(3).

14(d)             Financial Statements

                  None.



<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned,  thereunto duly authorized, on March
28, 2002.

                                COLONIAL REALTY LIMITED PARTNERSHIP
                                a Delaware limited partnership
                            By: Colonial Properties Trust, its general partner

                            By: /s/ Howard B. Nelson Jr.
                                ----------------------------
                                    Howard B. Nelson, Jr.
                                    Chief Financial Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities with Colonial Properties Trust indicated on
March 28, 2002.

                     Signature

         /s/  Thomas H. Lowder                          Chairman of the Board,
---------------------------------------------------     President, and Chief
              Thomas H. Lowder                          Executive Officer

         /s/  Howard B. Nelson, Jr.                     Chief Financial Officer
---------------------------------------------------
              Howard B. Nelson, Jr.

         /s/  Kenneth E. Howell                         Senior Vice President-
---------------------------------------------------     Chief Accounting Officer
              Kenneth E. Howell

         /s/  Carl F. Bailey                            Trustee
---------------------------------------------------
              Carl F. Bailey

         /s/  M. Miller Gorrie                          Trustee
---------------------------------------------------
              M. Miller Gorrie

         /s/  William M. Johnson                        Trustee
---------------------------------------------------
              William M. Johnson

         /s/  James K. Lowder                           Trustee
---------------------------------------------------
              James K. Lowder

         /s/  Herbert A. Meisler                        Trustee
---------------------------------------------------
              Herbert A. Meisler

         /s/  Claude B. Nielsen                         Trustee
---------------------------------------------------
              Claude B. Nielsen

         /s/  Harold W. Ripps                           Trustee
---------------------------------------------------
              Harold W. Ripps

         /s/  Donald T. Senterfitt                      Trustee
---------------------------------------------------
              Donald T. Senterfitt


<PAGE>

<PAGE>
<TABLE>
<CAPTION>
                                  SCHEDULE III
                           COLONIAL PROPERTIES TRUST
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 2001

                                                                  Initial Cost to                Cost      Gross Amount at Which
                                                                      Company                Capitalized  Carried at Close of Period
                                                        -----------------------------------                 ----------------
                                                                            Buildings and    Subsequent to
        Description                    Encumbrances           Land           Improvements    Acquisition          Land
--------------------------------     ----------------   ----------------   ---------------- -------------   ----------------

Multifamily:
<S>                                        <C>               <C>             <C>               <C>              <C>
CG at Carrollwood                          10,200,000        1,464,000       10,657,840        1,952,166        1,464,000
CG at Citrus Park                                 -0-        1,323,593              -0-       11,307,239        1,328,323
CG at Cypress Crossing                            -0-        8,781,859              -0-       12,718,923        2,125,136
CG at Edgewater                            21,788,244        1,540,000       12,671,606       13,523,499        2,602,325
CG at Galleria                             22,400,000        4,600,000       39,078,925        4,544,363        4,600,000
CG at Galleria II                                 -0-          758,439        7,902,382           78,002          758,439
CG at Galleria Woods                              -0-        1,220,000       12,480,949          557,006        1,220,000
CG at Heather Glen                                -0-        3,800,000              -0-       30,851,561        4,134,235
CG at Heathrow                                    -0-        2,560,661       17,612,990          647,610        2,560,661
CG at Hunter's Creek                       30,416,491       33,264,022              -0-          683,394        5,308,112
CG at Lakewood Ranch                              -0-        2,320,442              -0-       19,883,349        2,148,814
CG at Liberty Park                                -0-        2,296,019              -0-       24,965,175        2,296,019
CG at Madison                              17,756,649        1,689,400              -0-       21,626,713        1,831,550
CG at Natchez Trace                        10,744,875        1,312,000       16,568,050          211,403        1,197,591
CG at Palma Sola                                  -0-        1,479,352              -0-       13,235,401        1,479,352
CG at Promenade                            22,729,100        1,479,352              -0-       26,531,576        1,668,104
CG at Research Park                        12,775,000        3,680,000       29,322,067        2,636,383        3,680,000
CG at Reservoir                                   -0-        1,020,000              -0-       13,185,751        1,122,893
CG at Riverchase                           20,921,042        2,340,000       25,248,548        2,040,730        2,340,000
CG at Wesleyan                                    -0-          720,000       12,760,587        6,846,367        1,404,780
CV at Ashford Place                               -0-          537,600        5,839,838          357,581          537,600
CV at Ashley Plantation                    24,647,948        1,160,000       11,284,785       14,701,578        2,215,490
CV at Caledon Wood                                -0-        2,100,000       19,482,210          552,616        2,108,949
CV at Cordova                                     -0-          134,000        3,986,304          608,346          134,000
CV at Gainesville                                 -0-        3,360,000       24,173,649        4,271,532        3,361,850
CV at Haverhill                                   -0-        1,771,000       17,869,452        2,583,538        1,771,000
CV at Hillcrest                                   -0-          332,800        4,310,671          353,223          332,800
CV at Huntleigh Woods                             -0-          745,600        4,908,990        1,107,189          745,600
CV at Inverness                             9,900,000        1,713,668       10,352,151          768,323        1,077,849
CV at Inverness II/III/IV                         -0-          635,819        5,927,265        8,687,589        1,859,142
CV at Lake Mary                                   -0-        2,145,480              -0-       19,896,535        3,634,094
CV at McGehee Place                               -0-          795,627              -0-       17,565,287          842,321
CV at Monte D'Oro                                 -0-        1,000,000        6,994,227        1,876,124        1,000,000
CV at Oakleigh                                    -0-          880,000        9,685,518          283,431          884,365
CV at Timothy Woods                               -0-        1,020,000       11,910,546          239,379        1,024,347
CV at Trussville                                  -0-        1,504,000       18,800,253        1,072,831        1,510,409
CV at Vernon Marsh                          3,400,000          960,984        3,511,596        3,627,851          960,984
CV at Walton Way                                  -0-        1,024,000        7,877,766        3,646,178        1,024,000
Ski Lodge - Tuscaloosa                            -0-        1,064,000        6,636,685        1,445,993        1,064,000

Retail:
Britt David Shopping Center                       -0-        1,755,000        4,951,852          495,111        1,755,000
Colonial Brookwood Mall                           -0-        8,136,700       24,435,002       52,248,108        8,171,373
Colonial Mall Auburn-Opelika                      -0-          103,480              -0-       17,974,238          723,715
Colonial Mall Bel Air                             -0-        7,517,000       80,151,190        6,451,133        7,517,000
Colonial Mall Burlington                          -0-        4,120,000       25,632,587        2,141,653        4,137,557
Colonial Mall Decatur                             -0-        3,262,800       23,636,229        3,617,797        3,262,800
Colonial Mall Gadsden                             -0-          639,577              -0-       22,292,513          639,577
Colonial Mall Glynn Place                         -0-        3,588,178       22,514,121        2,387,350        3,603,469
Colonial Mall Greenville                          -0-        4,433,000       24,812,243        6,080,035        4,433,000
Colonial Mall Lakeshore                           -0-        4,646,300       30,973,239        3,023,420        4,666,100
Colonial Mall Mrytle Beach                        -0-        9,099,972       33,663,654        5,019,463        9,163,149
Colonial Mall Staunton                            -0-        2,895,000       15,083,542        4,039,704        2,907,337
Colonial Mall Temple                              -0-        2,981,736       23,503,930        1,385,064        2,981,736
Colonial Mall Valdosta                            -0-        5,377,000       30,239,796        2,707,909        4,478,413
Colonial Malll Macon                              -0-        1,684,875              -0-       95,400,612        5,508,562
Colonial Mayberry Mall                            -0-          862,500        3,778,590          638,227          866,175
Colonial Promenade Bardmoor                       -0-        1,989,019        9,047,663          645,534        1,989,019
Colonial Promenade Beechwood                      -0-        2,565,550       19,647,875        3,321,398        2,576,483
Colonial Promenade Burnt Store                    -0-        3,750,000        8,198,677          207,443        3,750,000
Colonial Promenade Hunter's Creek                 -0-        4,181,760       13,023,401          317,065        4,181,760
Colonial Promenade Lakewood                       -0-        2,984,522       11,482,512        2,760,264        2,997,240
Colonial Promenade Montgomery              12,250,000        3,788,913       11,346,754        1,489,088        4,332,432
Colonial Promenade Montgomery North               -0-        2,400,000        5,664,858          588,167        2,401,182
Colonial Promenade Northdale                      -0-        3,059,760        8,054,090        6,562,220        3,059,760
Colonial Promenade Trussville                     -0-        4,201,186              -0-       28,123,770        4,213,537
Colonial Promenade Tutwiler Farm                  -0-       10,287,026              -0-       17,432,206       10,288,138
Colonial Promenade University Park         21,500,000        6,946,785       20,104,517        1,119,455        6,946,785
Colonial Promenade Wekiva                         -0-        2,817,788       15,302,375          434,101        2,817,788
Colonial Promenade Winter Haven                   -0-        1,768,586        3,928,903        4,907,833        4,045,045
Colonial Shoppes at Inverness                     -0-        1,680,000        1,387,055           93,216        1,687,159
Colonial Shoppes Bear Lake                        -0-        2,134,440        6,551,683          353,610        2,134,440
Colonial Shoppes Bellwood                         -0-          330,000              -0-        5,220,419          330,000
Colonial Shoppes McGehee                          -0-          197,152              -0-        5,934,311          197,152
Colonial Shoppes Quaker Village                   -0-          931,000        7,901,874          690,184          934,967
Colonial Shoppes Stanley                          -0-          450,000        1,657,870          132,379          451,918
Colonial Shoppes Yadkinville                      -0-        1,080,000        1,224,136        3,367,898        1,084,602
Old Springville Shopping Center                   -0-          272,594              -0-        3,399,921          277,975
Olde Town Shopping Center                         -0-          343,325              -0-        2,842,835          343,325
P&S Building                                      -0-          104,089          558,646          254,962          104,089
Rivermont Shopping Center                   1,341,578          515,250        2,332,486          349,675          517,446
Village at Roswell Summit                   1,544,012          450,000        2,563,642          225,619          451,918

Office:
250 Commerce Street                               -0-           25,000          200,200        2,462,004           25,000
AmSouth Center                                    -0-          764,961              -0-       19,693,622          764,961
Colonial Center @ Mansell Overlook         16,882,114        4,540,000       44,012,971       73,473,683        9,673,627
Colonial Center at Research Park                  -0-        1,003,865              -0-       12,234,198        1,003,865
Colonial Center Town Park 100                     -0-        1,391,500              -0-       15,860,495        1,515,878
Colonial Plaza                                    -0-        1,001,375       12,381,023        5,792,899        1,005,642
Concourse Center                                  -0-        4,875,000       25,702,552        1,169,951        4,875,000
Emmett R. Johnson Bldg                            -0-        1,794,672       14,801,258          889,045        1,794,672
Independence Plaza                                -0-        1,505,000        6,018,476        3,105,196        1,505,000
International Park                                -0-        1,279,355        5,668,186       19,014,125        3,087,151
Interstate Park                             3,235,361        1,125,990        7,113,558       11,432,666        1,125,988
Lakeside Office Park                              -0-          423,451        8,313,291        1,473,863          425,255
Perimeter Corporate Park                    4,991,218        1,422,169       18,377,648        2,669,097        1,422,169
Progress Center                                   -0-          521,037       14,710,851        2,240,869          523,258
Riverchase Center                                 -0-        1,916,727       22,091,651        2,593,304        1,924,895
Shoppes at Mansell                                -0-          600,000        3,089,565           37,434          600,000
University Park                                   -0-          396,960        2,971,049        2,200,468          396,959

Active Development Projects:

CG at North Heathrow  Phase II                    -0-        3,363,141                               -0-          616,882
CG at Town Park (Lake Mary)                       -0-        3,555,408                               -0-       31,875,757
CG at Wesleyan III                                -0-          230,643                               -0-            8,288
Colonial Center Mansell Overlook                  -0-        2,664,265                               -0-        8,148,581
Colonial Center Town Park                         -0-        1,391,500                               -0-       14,726,427
CP Hoover                                         -0-        5,605,476                               -0-        2,727,268
CV at Town Park (Sarasota)                        -0-        1,566,765                               -0-       19,166,726
Other Miscellaneous Projects                      -0-              -0-                               -0-        5,438,326

Unimproved Land and Corporate Assets:

Colonial Mall Valdosta                            -0-          975,506                               -0-          233,227
Colonial Town Park Infrastructure                 -0-       25,933,612                               -0-        1,116,671
Corporate Assets                                  -0-              -0-                               -0-        5,172,022
CV at Town Park Infrastructure                    -0-        1,184,919                               -0-        3,406,186
Lakewood Ranch                                    -0-           47,990                               -0-          522,734
McGehee Place Land                                -0-          114,166                               -0-              -0-
Other Land                                        -0-        1,143,896                               -0-              -0-
Twin Lakes                                        -0-       10,117,524                               -0-          928,904
                                        -------------   --------------   --------------   --------------   --------------
                                        $ 269,423,632   $  303,347,453   $1,036,663,122   $  878,778,557   $  229,957,575
                                        =============   ==============   ==============   ==============   ==============
</TABLE>
<TABLE>
<CAPTION>
                                  SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 2001


                                    Gross Amount at Which                                         Date
                                 Carried at Close of Period                                     Acquired/
                                 ---------------------------
                                 Buildings and                   Accumulated         Date       Placed in   Depreciable
        Description              Improvements       Total       Depreciation      Completed      Service    Lives-Years
------------------------------    -----------   ------------     ----------       -----------   ---------- -------------

Multifamily:
<S>                                <C>          <C>               <C>                  <C>          <C>    <C>
CG at Carrollwood                  12,610,006   $ 14,074,006      3,603,589            1966         1994   7-40 Years
CG at Citrus Park                  11,302,509   $ 12,630,832      1,548,968            1999         1997   7-40 Years
CG at Cypress Crossing             19,375,646   $ 21,500,782      2,543,214            1999         1998   7-40 Years
CG at Edgewater                    25,132,779   $ 27,735,105      5,503,865            1990         1994   7-40 Years
CG at Galleria                     43,623,288   $ 48,223,288      8,582,458            1986         1994   7-40 Years
CG at Galleria II                   7,980,384   $  8,738,823      1,538,770            1996         1996   7-40 Years
CG at Galleria Woods               13,037,955   $ 14,257,955      2,738,598            1994         1996   7-40 Years
CG at Heather Glen                 30,517,326   $ 34,651,561      2,537,897            2000         1998   7-40 Years
CG at Heathrow                     18,260,599   $ 20,821,261      3,686,347            1997      1994/97   7-40 Years
CG at Hunter's Creek               28,639,304   $ 33,947,416      5,511,556            1996         1996   7-40 Years
CG at Lakewood Ranch               20,054,976   $ 22,203,791      2,334,460            1999         1997   7-40 Years
CG at Liberty Park                 24,965,175   $ 27,261,194      1,742,291            2000         1998   7-40 Years
CG at Madison                      21,484,563   $ 23,316,113      1,818,511            2000         1998   7-40 Years
CG at Natchez Trace                16,893,862   $ 18,091,453      2,703,102         1995/97         1997   7-40 Years
CG at Palma Sola                   13,235,402   $ 14,714,753      5,783,591            1992         1992   7-40 Years
CG at Promenade                    26,342,824   $ 28,010,928      2,105,077            1992         1992   7-40 Years
CG at Research Park                31,958,450   $ 35,638,450      7,285,238         1987/94         1994   7-40 Years
CG at Reservoir                    13,082,858   $ 14,205,751        964,225            2000         1998   7-40 Years
CG at Riverchase                   27,289,278   $ 29,629,278      5,782,441         1984/91         1994   7-40 Years
CG at Wesleyan                     18,922,174   $ 20,326,954      3,042,748            1997      1996/97   7-40 Years
CV at Ashford Place                 6,197,419   $  6,735,019        964,099            1983         1996   7-40 Years
CV at Ashley Plantation            24,930,873   $ 27,146,363      3,003,804            1997         1998   7-40 Years
CV at Caledon Wood                 20,025,877   $ 22,134,826      3,033,866         1995/96         1997   7-40 Years
CV at Cordova                       4,594,649   $  4,728,650      2,883,597            1983         1983   7-40 Years
CV at Gainesville                  28,443,331   $ 31,805,181      7,666,489      1989/93/94         1994   7-40 Years
CV at Haverhill                    20,452,990   $ 22,223,990      2,403,758            1998         1998   7-40 Years
CV at Hillcrest                     4,663,894   $  4,996,694        788,660            1981         1996   7-40 Years
CV at Huntleigh Woods               6,016,179   $  6,761,779      1,435,120            1978         1994   7-40 Years
CV at Inverness                    11,756,293   $ 12,834,142      2,741,204      1986/87/90   1986/87/90   7-40 Years
CV at Inverness II/III/IV          13,391,532   $ 15,250,673      4,588,616            1997         1997   7-40 Years
CV at Lake Mary                    18,407,921   $ 22,042,015      6,191,963         1991/95      1991/95   7-40 Years
CV at McGehee Place                17,518,594   $ 18,360,914      6,213,111         1986/95      1986/95   7-40 Years
CV at Monte D'Oro                   8,870,351   $  9,870,351      2,088,345            1977         1994   7-40 Years
CV at Oakleigh                      9,964,584   $ 10,848,949      1,663,389            1997         1997   7-40 Years
CV at Timothy Woods                12,145,578   $ 13,169,925      1,949,411            1996         1997   7-40 Years
CV at Trussville                   19,866,675   $ 21,377,084      3,401,011         1996/97         1997   7-40 Years
CV at Vernon Marsh                  7,139,447   $  8,100,431      2,315,240         1986/87      1986/93   7-40 Years
CV at Walton Way                   11,523,944   $ 12,547,944        884,530         1970/88         1998   7-40 Years
Ski Lodge - Tuscaloosa              8,082,678   $  9,146,678      1,976,564         1976/92         1994   7-40 Years

Retail:
Britt David Shopping Center         5,446,963   $  7,201,963        910,590            1990         1994   7-40 Years
Colonial Brookwood Mall            76,648,437   $ 84,819,810      3,413,412         1973/91         1997   7-40 Years
Colonial Mall Auburn-Opelika       17,354,003   $ 18,077,718     10,411,367      1973/84/89   1973/84/89   7-40 Years
Colonial Mall Bel Air              86,602,323   $ 94,119,323      7,530,627      1966/90/97         1998   7-40 Years
Colonial Mall Burlington           27,756,683   $ 31,894,240      3,255,116      1969/86/94         1997   7-40 Years
Colonial Mall Decatur              27,254,026   $ 30,516,826      5,069,478         1979/89         1993   7-40 Years
Colonial Mall Gadsden              22,292,513   $ 22,932,090     12,097,169         1974/91         1974   7-40 Years
Colonial Mall Glynn Place          24,886,181   $ 28,489,649      3,306,431            1986         1997   7-40 Years
Colonial Mall Greenville           30,892,278   $ 35,325,278      2,409,168      1965/89/99         1999   7-40 Years
Colonial Mall Lakeshore            33,976,859   $ 38,642,959      4,373,226         1984-87         1997   7-40 Years
Colonial Mall Mrytle Beach         38,619,941   $ 47,783,089      5,529,317            1986         1996   7-40 Years
Colonial Mall Staunton             19,110,909   $ 22,018,246      2,454,638      1969/86/97         1997   7-40 Years
Colonial Mall Temple               24,888,994   $ 27,870,730      1,298,736            2000                7-40 Years
Colonial Mall Valdosta             33,846,292   $ 38,324,705      4,235,363         1982-85         1997   7-40 Years
Colonial Malll Macon               91,576,925   $ 97,085,487     26,975,218      1975/88/97      1975/88   7-40 Years
Colonial Mayberry Mall              4,413,141   $  5,279,317        548,390         1968/86         1997   7-40 Years
Colonial Promenade Bardmoor         9,693,197   $ 11,682,216      1,391,187            1981         1996   7-40 Years
Colonial Promenade Beechwood       22,958,340   $ 25,534,823      2,882,195         1963/92         1997   7-40 Years
Colonial Promenade Burnt Store      8,406,120   $ 12,156,120      1,624,357            1990         1994   7-40 Years
Colonial Promenade Hunter's Creek  13,340,466   $ 17,522,226      1,917,975         1993/95         1996   7-40 Years
Colonial Promenade Lakewood        14,230,058   $ 17,227,298      1,646,940            1995         1997   7-40 Years
Colonial Promenade Montgomery      12,292,323   $ 16,624,755      3,564,899            1990         1993   7-40 Years
Colonial Promenade Montgomery N     6,251,843   $  8,653,025        635,022            1997         1995   7-40 Years
Colonial Promenade Northdale       14,616,310   $ 17,676,070      1,435,972         1988/00         1995   7-40 Years
Colonial Promenade Trussville      28,111,419   $ 32,324,956      1,121,291            2000         1998   7-40 Years
Colonial Promenade Tutwiler Farm   17,431,095   $ 27,719,233        434,737            2000         1999   7-40 Years
Colonial Promenade University Par  21,223,972   $ 28,170,757      8,225,951         1986/89         1993   7-40 Years
Colonial Promenade Wekiva          15,736,476   $ 18,554,264      2,204,933            1990         1996   7-40 Years
Colonial Promenade Winter Haven     6,560,277   $ 10,605,322      1,126,811            1986         1995   7-40 Years
Colonial Shoppes at Inverness       1,473,112   $  3,160,271        194,855            1984         1997   7-40 Years
Colonial Shoppes Bear Lake          6,905,293   $  9,039,733      1,213,799            1990         1995   7-40 Years
Colonial Shoppes Bellwood           5,220,419   $  5,550,419      1,548,077            1988         1988   7-40 Years
Colonial Shoppes McGehee            5,934,311   $  6,131,463      1,818,015            1986         1986   7-40 Years
Colonial Shoppes Quaker Village     8,588,090   $  9,523,058        941,721      1968/88/97         1997   7-40 Years
Colonial Shoppes Stanley            1,788,331   $  2,240,249        238,486         1987/96         1997   7-40 Years
Colonial Shoppes Yadkinville        4,587,432   $  5,672,034        488,171         1971/97         1997   7-40 Years
Old Springville Shopping Center     3,394,540   $  3,672,515      2,855,351            1982         1982   7-40 Years
Olde Town Shopping Center           2,842,835   $  3,186,160        998,961         1978/90      1978/90   7-40 Years
P&S Building                          813,608   $    917,697        577,577      1946/76/91         1974   7-40 Years
Rivermont Shopping Center           2,679,965   $  3,197,411        333,746         1986/97         1997   7-40 Years
Village at Roswell Summit           2,787,343   $  3,239,261        304,180            1988         1997   7-40 Years

Office:
250 Commerce Street                 2,662,204   $  2,687,204      2,424,716         1904/81         1980   7-40 Years
AmSouth Center                     19,693,622   $ 20,458,583      8,154,298            1990         1990   7-40 Years
Colonial Center @ Mansell Overloo 112,353,028   $122,026,654      8,026,382   1987/96/97/00         1997   7-40 Years
Colonial Center at Research Park   12,234,198   $ 13,238,063        862,975            1999         1998   7-40 Years
Colonial Center Town Park 100      15,736,117   $ 17,251,995        217,860            2001         2000   7-40 Years
Colonial Plaza                     18,169,655   $ 19,175,297      1,846,619            1982         1997   7-40 Years
Concourse Center                   26,872,503   $ 31,747,503      2,312,745         1981/85         1998   7-40 Years
Emmett R. Johnson Bldg.            15,690,303   $ 17,484,975        974,405         1982/95         1999   7-40 Years
Independence Plaza                  9,123,672   $ 10,628,672        746,049         1981/92         1998   7-40 Years
International Park                 22,874,515   $ 25,961,666      1,915,252         1987/89         1997   7-40 Years
Interstate Park                    18,546,226   $ 19,672,214      6,693,601      1982-85/89   1982-85/89   7-40 Years
Lakeside Office Park                9,785,349   $ 10,210,605      1,120,112         1989/90         1997   7-40 Years
Perimeter Corporate Park           21,046,745   $ 22,468,914      2,038,164         1986/89         1998   7-40 Years
Progress Center                    16,949,499   $ 17,472,757      2,008,952         1983-91         1997   7-40 Years
Riverchase Center                  24,676,787   $ 26,601,682      3,172,291         1984-88         1997   7-40 Years
Shoppes at Mansell                  3,126,999   $  3,726,999        269,877         1996/97         1998   7-40 Years
University Park                     5,171,518   $  5,568,477      2,498,997            1985         1985   7-40 Years

Active Development Projects:

CG at North Heathrow Phase II       3,980,022   $  3,980,022                            N/A         1997   N/A
CG at Town Park (Lake Mary)        35,431,166   $ 35,431,166        246,336             N/A         2000   N/A
CG at Wesleyan III                    238,931   $    238,931                            N/A         1996   N/A
Colonial Center Mansell Overlook   10,812,846   $ 10,812,846                            N/A         1997   N/A
Colonial Center Town Park          16,117,927   $ 16,117,927                            N/A         2000   N/A
CP Hoover                           8,332,744   $  8,332,744                            N/A         2001   N/A
CV at Town Park (Sarasota)         20,733,491   $ 20,733,491        394,271             N/A         2000   N/A
Other Miscellaneous Projects        5,438,326   $  5,438,326                            N/A         2001   N/A

Unimproved Land and Corporate Assets:
Colonial Mall Valdosta              1,208,733   $  1,208,733                            N/A         1997   N/A
Colonial Town Park Infrastructure  27,050,283   $ 27,050,283                            N/A         1999   N/A
Corporate Assets                    5,172,022   $  5,160,938      3,422,209             N/A          N/A   N/A
CV at Town Park Infrastructure      4,591,105   $  4,591,105                            N/A         2000   N/A
Lakewood Ranch                        570,724   $    570,724                            N/A         1999   N/A
McGehee Place Land                    114,166   $    114,166                            N/A         1981   N/A
Other Land                          1,143,896   $  1,143,896                            N/A          N/A   N/A
Twin Lakes                         11,046,428   $ 11,046,428                            N/A         2000   N/A


                                ------------- --------------  -------------
                               $1,988,831,558 $2,218,778,048  $ 310,439,292
                                ============= ==============  =============
</TABLE>


NOTES TO SCHEDULE III
COLONIAL REALTY LIMITED PARTNERSHIP
DECEMBER 31, 2001


(1)       The aggregate cost for Federal  Income Tax purposes was  approximately
          $1.8 billion at December 31, 2001.

(2)       See  description  of  mortgage  notes  payable  in Note 8 of  Notes to
          Consolidated Financial Statements.

(3)       The following is a reconciliation  of real estate to balances reported
          at the beginning of the year:
<TABLE>
<CAPTION>

                          RECONCILATION OF REAL ESTATE
                                                             2001               2000               1999
                                                        ---------------    ----------------   ----------------
       Real estate investments:
<S>                                                     <C>                <C>                <C>
          Balance at beginning of year                 $ 2,106,563,153     $ 2,006,823,011    $ 1,863,798,665
             Acquisitions of new property                          -0-          29,608,188         48,577,019
             Improvements and development                  194,303,821         138,186,127        222,513,472
             Dispositions of property                      (82,088,926)        (68,054,173)      (128,066,145)
                                                        ---------------    ----------------   ----------------
          Balance at end of year                        $ 2,218,778,048    $ 2,106,563,153    $ 2,006,823,011
                                                        ===============    ================   ================

</TABLE>
<TABLE>
<CAPTION>

                   RECONCILIATION OF ACCUMULATED DEPRECIATION
                                                              2001               2000               1999
                                                        ---------------    ----------------   ----------------
<S>                                                     <C>                 <C>                 <C>
       Accumulated depreciation:
          Balance at beginning of year                   $ 255,730,341       $ 206,448,061       $169,451,798
             Depreciation                                   64,692,784          59,548,811         52,912,745
             Depreciation of disposition of property        (9,983,833)        (10,266,531)       (15,916,482)
                                                        ---------------    ----------------   ----------------
          Balance at end of year                          $310,439,292        $255,730,341       $206,448,061
                                                        ===============    ================   ================
</TABLE>