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, 2000 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 115  properties  as of December  31, 2000,  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,
2000,  CRLP owned 53  multifamily  apartment  communities  containing a total of
17,189  apartment units (the  "Multifamily  Properties"),  17 office  properties
containing a total of approximately 3.2 million square feet of office space (the
"Office  Properties"),  45 retail properties containing a total of approximately
15.2 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,
2000,  the  Multifamily  Properties,  the  Office  Properties,  and  the  Retail
Properties that had achieved  stabilized  occupancy were 94.0%,  94.6% and 90.2%
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 the net proceeds
from the IPO through Colonial Properties Holding Company,  Inc. ("CPHC"),  which
was dissolved in 1998, 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").  On
October 28, 1993, the underwriters of the IPO exercised an over-allotment option
to purchase an additional 686,200 shares.

Recent Developments

         Since  the IPO,  CRLP  has  significantly  expanded  its  portfolio  of
Properties and its operating businesses.  Acquisitions by CRLP of new properties
represent a total investment of over $1.3 billion.  Since the IPO, CRLP has also
completed the expansion and development of 23 multifamily  properties,  adding a
total of 5,326 units to its  multifamily  portfolio,  three  Office  Properties,
adding a total of 442,792 square feet, and three Retail Properties,  which added
711,197  square feet to its retail  portfolio.  CRLP  currently has three active
development and redevelopment  projects in progress for Multifamily  Properties,
one Office Property development,  and two Retail Property  redevelopments.  CRLP
has also disposed of 18  Multifamily  Properties  representing  5,667  apartment
units, one Office Property  representing 25,000 square feet of office space, one
Retail  Property  representing  165,684  square  feet of retail  space,  and has
entered into four joint ventures, since the IPO.

         The following is a summary of CRLP's  acquisition,  disposition,  joint
venture, and development activity in 2000.

Acquisition and Disposition Activity

         CRLP disposed of five Multifamily Properties, including four in Alabama
and one in  Florida,  representing  1,132  units for a total sale price of $51.9
million. Additionally, CRLP disposed of one Retail Property located in Virginia,
representing 165,684 square feet for a total sale price of $9.4 million.

         CRLP also added 575,127  square feet of retail  shopping  space through
the acquisition of an enclosed mall at a net cost of $25.4 million.

Joint Ventures

         During the third  quarter of 2000,  CRLP  entered  into a second  joint
venture  with  CMS,  a  Delaware  general  partnership  to which  CRLP sold four
Multifamily  Properties for $35.4 million.  CMS has an 85% interest in the joint
venture while CRLP has a 15% interest in the joint venture and serves as manager
of the  properties.  At December 31, 2000,  CRLP had an ending net investment in
the joint venture of $1.0 million.

Development Activity

         During 2000,  CRLP  completed  development  and  expansion of 1,852 new
apartment  units in six  multifamily  communities  and acquired land on which it
intends to develop additional multifamily  communities during 2001 and 2002. The
aggregate cost of this  multifamily  development  activity during 2000 was $41.6
million.  As of  December  31,  2000,  CRLP  had 984  apartment  units  in three
multifamily   communities  under   development  or   redevelopment.   Management
anticipates that the three  multifamily  projects will be completed during 2001.
Management  expects to invest an  additional  $43.4  million over this period to
complete these multifamily projects.

         During 2000, CRLP completed development and redevelopment of two office
properties,  and  began  development  of  one  office  property.  The  aggregate
investment in the office developments during 2000 was $28.7 million.  Management
estimates  that it will invest an  additional  $17.6  million to complete  these
projects.

         During 2000,  CRLP completed  development of three  community  shopping
centers  and  continued  the  redevelopment  of an enclosed  mall and  community
shopping center. The aggregate investment in the retail developments during 2000
was $44.9  million.  Management  anticipates  that it will invest an  additional
$44.1 million to complete the retail redevelopments.

         The  table  below   provides   an   overview  of  CRLP's   acquisition,
development, expansion, and redevelopment activity during 2000:


<PAGE>
<TABLE>
<CAPTION>

                                 Summary of 2000
                           Acquisition and 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)
    ----------------------  -----------------------------------    ---------------- ------- -------   -----------

Acquisitions:

<S>      <C>              <C>                                      <C>                 <C> <C>         <C>
         3rd Qtr 00        Temple Mall                              Temple, TX          R   575,127     $ 25,400

Developments/Redevelopments/Expansions:

         1st Qtr 00        CV at Ashley Plantation II (expansion)   Bluffton, SC        M       214       13,300
         2nd Qtr 00        CG at Heather Glen                       Orlando, FL         M       448       35,221
         2nd Qtr 00        CG at Liberty Park                       Birmingham, AL      M       300       27,859
         2nd Qtr 00        CG at Madison                            Huntsville, AL      M       336       23,835
         3rd Qtr 00        CG at Promenade                          Montgomery, AL      M       384       28,434
         2nd Qtr 00        CG at Reservoir                          Jackson, MS         M       170       14,301
         1st Qtr 01        CV at Walton Way (redevelopment)         Augusta, GA         M       256        3,315
         3rd Qtr 01        CG at TownPark - Sarasota                Sarasota, FL        M       272       20,619
         4th Qtr 01        CG at TownPark - Lake Mary               Orlando, FL         M       456       37,950
         3rd Qtr 00        Colonial Center at Mansell Overlook 300  Atlanta, GA         O   163,252       22,634
         4th Qtr 00        Independence Plaza (redevelopment)       Birmingham, AL      O   107,281        1,798
         3rd Qtr 01        Colonial Center TownPark 100             Orlando, FL         O   155,386       21,218
         2nd Qtr 00        CP Trussville                            Birmingham, AL      R   388,302       33,729
         3rd Qtr 00        CP Tutwiler Farm                         Birmingham, AL      R   212,075       24,753
         4th Qtr 00        CP Madison                           (5) Huntsville, AL      R   110,820        4,892
         2nd Qtr 01        CP Northdale Court (redevelopment)       Tampa, FL           R   192,726        5,927
         4th Qtr 01        Brookwood Village Mall (redevelopment)   Birmingham, AL      R   750,754       50,209

                                                                                                        --------
                                                                                                        $395,394

                                                                                                        ========

<FN>

(1)      In the listing of Multifamily  Property  names,  CG has been used as an
         abbreviation  for Colonial  Grand,  CV has been used as an abbreviation
         for  Colonial  Village,  and CP has been  used as an  abbreviation  for
         Colonial Promenade.
(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.
(6)      Reported  amount  updates  the  amount  in the  Notes  to  Consolidated
         Financial Statements, to reflect a change in project scope.

</FN>
</TABLE>

<PAGE>

Completed Multifamily Development and Expansion Activity

         Colonial Village at Ashley Plantation--CRLP completed construction on a
214-unit expansion of Colonial Village at Ashley Plantation located in Bluffton,
South Carolina during the first quarter of 2000. This expansion phase offers the
same amenities as the existing community.  Project development costs,  including
land acquisition  costs,  totaled $13.3 million and were funded through advances
on CRLP's line of credit.

         Colonial  Grand at Heather  Glen--  CRLP  completed  construction  on a
448-unit  development  located in Orlando,  Florida during the second quarter of
2000.  The new apartments  offer a variety of amenities,  including a clubhouse,
car-care  center,  fitness  center with a child play area,  two swimming  pools,
tennis courts,  and a picnic area.  Project  development  costs,  including land
acquisition  costs,  totaled $35.2 million and were funded  through  advances on
CRLP's line of credit.

         Colonial  Grand at Liberty  Park--  CRLP  completed  construction  on a
300-unit development located in Birmingham, Alabama during the second quarter of
2000. The new apartments feature numerous luxuries, including a security system,
automated  climate  control,   high-speed  Internet  access,  and  home  theatre
pre-wiring. Project development costs, including land acquisition costs, totaled
$27.9 million and were funded through advances on CRLP's line of credit.

         Colonial Grand at Madison-- CRLP completed  construction  on a 336-unit
development  located in  Huntsville,  Alabama during the second quarter of 2000.
The new apartments  offer a variety of amenities,  including a swimming pool, an
exercise  room,  tennis  courts,  and a car  wash.  Project  development  costs,
including land acquisition costs,  totaled $23.8 million and were funded through
advances on CRLP's line of credit.

         Colonial Grand at Promenade-- CRLP completed construction on a 384-unit
development located in Montgomery, Alabama during the third quarter of 2000. The
new apartments feature numerous luxuries, including a security system, automated
climate  control,  high-speed  Internet  access,  and home  theatre  pre-wiring.
Project  development  costs,  including land  acquisition  costs,  totaled $28.4
million and were funded through advances on CRLP's line of credit.

         Colonial  Grand at The  Reservoir--  CRLP completed  construction  on a
170-unit  development located in Jackson,  Mississippi during the second quarter
of 2000.  The new apartments  offer a variety of amenities,  including a fitness
center,  swimming pool, garages,  and tennis courts.  Project development costs,
including land acquisition costs,  totaled $14.3 million and were funded through
advances on CRLP's line of credit.

Continuing Multifamily Expansion and Development 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 $3.3 million
and will be funded  through  advances on CRLP's line of credit.  CRLP expects to
complete the redevelopment in the first quarter of 2001.

         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 $20.6 million and
will be funded  through  advances  on CRLP's  line of  credit.  CRLP  expects to
complete the development during the third quarter of 2001.

         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 $38.0 million and
will be funded  through  advances  on CRLP's  line of  credit.  CRLP  expects to
complete the development during the fourth quarter of 2001.

Completed Office Property Development and Redevelopment Activity

         Colonial  Center at Mansell  Overlook  300--During the third quarter of
2000, CRLP completed the development of Colonial Center at Mansell Overlook 300,
a 163,252 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 $22.6 million and were
funded through advances on CRLP's line of credit.

         Independence  Plaza--During  the fourth quarter of 2000, CRLP completed
 the redevelopment of Independence  Plaza, a 107,281 square foot office building
 located in  Birmingham,  Alabama.  Project  redevelopment  costs  totaled  $1.8
 million and were funded through advances on CRLP's line of credit.


<PAGE>


New Office Property Development

         Colonial Center  TownPark  100--During the second quarter of 2000, CRLP
began the  development  of Colonial  Center  TownPark 100, a 155,386 square foot
Class A office building in Orlando,  Florida. Situated in a natural environment,
the building will include the most advanced  technology systems available in the
market,   including   high-speed   internet   access  and  fiber  optic  network
infrastructure.  Additionally,  the building will include a fitness  center with
lockers  and  shower  facilities.  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 2001.

Retail Property Acquisitions

         Temple  Mall--In  August  2000,  CRLP  acquired  Temple Mall, a 575,127
square foot mall in Temple,  Texas for a total  purchase price of $25.4 million.
The mall  anchors  include JC Penney,  Dillards,  Foley's  and Stein  Mart.  The
purchase  price was  partially  funded  through the proceeds  received  from the
disposition of assets, and an advance on CRLP's line of credit.

Completed Retail Development Activity

         Colonial Promenade  Trussville--During the second quarter of 2000, CRLP
completed the  development  of a 388,302 square foot retail  shopping  center in
Birmingham,  Alabama.  The shopping center development is anchored by a Wal-Mart
Supercenter,  Regal Cinemas,  Marshall's  Department  Store,  and Goody's Family
Clothing,  and was 100%  occupied  upon  completion.  Project  expansion  costs,
including land  acquisition  costs totaled $33.7 million and were funded through
advances on CRLP's line of credit.

         Colonial Promenade at Tutwiler  Farm--During the third quarter of 2000,
CRLP completed the  development of a 212,075 square foot retail  shopping center
in Birmingham,  Alabama.  The shopping center  development is anchored by a Home
Depot,  Target, and Michaels.  Project expansion costs totaled $24.8 million and
were funded through  advances on CRLP's line of credit and the issuance of units
of CRLP.

         Colonial  Promenade  Madison--During  the fourth quarter of 2000,  CRLP
completed the  development of an 110,820 square foot retail  shopping  center in
Huntsville,  Alabama.  The shopping  center  development is anchored by a Publix
Supermarket,  and includes approximately 30,000 square feet of small shop space.
Project expansion costs for CRLP totaled $4.9 million, which were funded through
advances on CRLP's line of credit. CRLP is a 50% owner in the property through a
joint venture.

Retail Redevelopment Activity

         Northdale  Court--During  the fourth  quarter  of 1999,  CRLP began the
redevelopment  of Northdale Court, a 192,726 square foot strip center located in
Tampa,  Florida.  Project redevelopment costs are expected to total $5.9 million
and will be funded  through  advances on CRLP's line of credit.  CRLP expects to
complete the redevelopment during the second quarter of 2001.

         Brookwood  Village  Mall--During  the third quarter of 1999, CRLP began
the  redevelopment  and  expansion of Brookwood  Village  Mall, an enclosed mall
located in Birmingham,  Alabama.  The renovations  will 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 will also
offer an  upscale  selection  of  merchants  as new  tenants,  restaurants,  and
entertainment  venues are added.  Project  redevelopment and expansion costs are
expected to total $50.2 million and will be funded through CRLP's unsecured line
of credit.  CRLP expects to complete the  redevelopment and expansion during the
fourth quarter of 2001.


<PAGE>


Financing Activity

         During 2000, CRLP funded a portion of its acquisitions and developments
through  the  issuance of debt  securities.  During  2000,  CRLP  completed  the
following debt transactions:

                                 Debt Offerings

                                                                      Gross
                       Type of                                       Proceeds
      Date               Note             Maturity       Rate     (in thousands)
----------------- ------------------- -------------------------- ---------------
February          Medium-term         February, 2005     8.82%   $       25,000
February          Medium-term         February, 2010     8.80%           20,000
March             Medium-term         March, 2010        8.80%            5,000
December          Medium-term         December, 2010     8.08%           10,000
December          Medium-term         December, 2010     8.05%           10,000

         During March 2000,  CRLP  increased  the borrowing  capacity  under its
unsecured line of credit from $250 million to $300 million. The credit facility,
which is used by CRLP  primarily  to finance  additional  property  investments,
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. As of December 31, 2000, the balance  outstanding on
CRLP's line of credit was $214.4 million.

Business Strategy

         The  general  business  strategy of the Company and CRLP is to generate
stable and increasing  cash flow and portfolio  value for its  shareholders  and
unitholders.  The Company and CRLP has implemented this strategy  principally by
(i) realizing growth in income from its existing  portfolio of properties,  (ii)
developing, expanding, and selectively acquiring additional multifamily, office,
and retail  properties in growth  markets  located in the Sunbelt  region of the
United  States,  where the Company and CRLP has  first-hand  knowledge of growth
patterns and local economic conditions, (iii) managing its own properties, which
has enabled it to better  control  operating  expenses and  establish  long-term
relationships  with  its  office  and  retail  tenants,   (iv)  maintaining  its
third-party  property  management  business,  which has increased  cash flow and
established   additional   relationships  with  tenants,  and  (v)  employing  a
comprehensive  capital maintenance program to maintain properties in first-class
condition.  The Company and 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.

Financing Strategy

         CRLP's strategy is to maintain  coverage ratios in order to sustain its
investment grade status.  CRLP's total market  capitalization as of December 31,
2000, was $2.2 billion, and its ratio of debt to total market capitalization was
52.7%.  We  calculate  debt to total  market  capitalization  as total debt as a
percentage of total debt,  including  preferred units,  plus the market value of
our outstanding common shares of beneficial  interest and the outstanding units.
At December 31, 2000,  CRLP's total debt of $1.18  billion  included  fixed-rate
debt of $1.04 billion,  or 87.9% of total debt, and floating-rate debt of $143.0
million,  or  12.1% of total  debt.  Certain  loan  agreements  of CRLP  contain
restrictive  covenants,  which among other things require maintenance of various
financial  ratios.  At December  31,  2000,  CRLP was in  compliance  with these
covenants.

         CRLP entered into several different  hedging  transactions in an effort
to manage  exposure to changes in interest  rates.  As a matter of policy,  CRLP
never   engages  in   speculative   hedging,   but  uses  plain   vanilla  type,
over-the-counter  derivative  instruments  that  are  commonly  used  by  public
companies in corporate America to meet similar hedging objectives.

         On  February  10,  2000,  CRLP  entered  into  two  interest-rate  swap
agreements  on $50 million of its'  medium  term  notes.  Under the terms of the
agreements, CRLP received a fixed interest rate of 7.37% and was required to pay
one- month LIBOR.  On October 25, 2000,  CRLP terminated the swap agreements and
received $1.5 million. This premium will be amortized over the remaining term of
the notes.  An interest  rate swap in the amount of $125  million is in place on
CRLP's line of credit effective October 25, 2000. The swap fixes the rate on the
floating-line for one year at a rate of 7.66%.

         To  reduce  interest  costs  and to  take  advantage  of the  favorable
interest rate  environment,  CRLP engaged in an interest rate swap  agreement on
$30.2 million of amortizing  variable rate debt,  and fixed the rate on the debt
to 6.79% for five years.  In  anticipation  of a debt offering six months hence,
CRLP entered into a forward-starting swap for $32.5 million,  thereby locking in
a fixed rate of 6.20%.  Additionally,  CRLP  purchased  an interest  rate cap in
order to limit  the  degree to which  interest  rates may rise over the next two
years.  The cap covers $30.4 million of LIBOR-based  debt at 11.20% through June
30, 2003.

         CRLP may from time to time  reevaluate its borrowing  policies in light
of then current economic conditions,  relative costs of debt and equity capital,
market values of properties,  growth and  acquisition  opportunities,  and other
factors.  CRLP may modify its borrowing  policy and may increase or decrease its
ratio of debt to total  market  capitalization.  To the extent that the board of
trustees of CRLP  determines  to seek  additional  capital,  CRLP 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, as amended,  (the "Code")  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.

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

         Multifamily  Division--CRLP's  multifamily  division is responsible for
all aspects of  multifamily  operations,  including  day-to-day  management  and
leasing  of  the  53  Multifamily  Properties,  as  well  as  the  provision  of
third-party management services for apartment communities in which CRLP does not
have an ownership  interest or has a  non-controlling  ownership  interest.  The
multifamily division utilizes centralized  functions of accounting,  information
technology, due diligence and administrative services. Decisions for investments
in acquisitions and developments and for dispositions are also centralized.

         Office  Division--CRLP's office division is responsible for all aspects
of CRLP's  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 CRLP does not
have an ownership  interest and for brokerage  services in other office property
transactions.  The office division utilizes centralized functions of accounting,
information technology, due diligence and administrative services. Decisions for
investments in  acquisitions  and  developments  and for  dispositions  are also
centralized.

         Retail  Division--CRLP's retail division is responsible for all aspects
of CRLP's retail  operations,  including the provision of management and leasing
services for the 45 Retail  Properties,  as well as the provision of third-party
management  services  for  retail  properties  in  which  CRLP  does not have an
ownership   interest  and  for  brokerage  services  in  other  retail  property
transactions.  The retail division utilizes centralized functions of accounting,
information technology, due diligence and administrative services. Decisions for
investments in  acquisitions  and  developments  and for  dispositions  are also
centralized.

Employees

         CRLP employs  approximately  1,000 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.

         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.


<PAGE>


         We depend on local economic conditions in our primary markets

     All of our  properties  are  located  in the  Sunbelt  region of the United
States,  and 49 of our  properties  are located in  Birmingham  and  Montgomery,
Alabama, Orlando, Florida and Macon, Georgia. 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,
Montgomery, Orlando and Macon 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.

         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.

     At one of our  properties,  the  Gadsden  Mall in  Gadsden,  Alabama,  four
underground  storage tanks were removed in 1989. In connection  with the removal
of  these  gasoline  storage  tanks,   associated  petroleum  contamination  was
discovered in the soil and  groundwater.  Because the tanks were registered with
the Alabama  Department  of  Environmental  Management  and the  facility was in
compliance with regulations prior to the incident, we have been reimbursed under
the Alabama  Underground  Storage Tank Trust Fund for the costs incurred to date
in connection with the ongoing  cleanup,  and we expect to be reimbursed for the
remaining  costs as well. We have received a "no further action" letter from the
Alabama Department of Environmental Management.

     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.

     In  December  of  2000,  an  environmental  consulting  firm  performed  an
environmental  assessment  of one  of our  properties,  the  Colonial  Promenade
Tuskawilla  shopping  center  in  Winter  Springs,  Florida.  The  environmental
assessment indicated that an area of the property and the groundwater beneath it
was contaminated with drycleaner solvent from a drycleaning  facility located on
the property.  The environmental  consultant has suggested further evaluation of
the property to determine whether the contamination can or should be remediated.
Although  the  site  of  the  drycleaning  facility  has  been  accepted  into a
Drycleaner   Solvent  Cleanup  Program  funded  by  the  Florida  Department  of
Environmental  Protection, at this time, we do not know whether the site will be
remediated  under  this  program.  It is  possible  that  claims  related to the
contamination could be asserted against us, as owner of the property,  including
for the investigation and remediation of 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 plus the market value of  outstanding  units,  was
approximately  52.7% as of December  31, 2000.  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,  which  includes  Thomas  and  James  Lowder,  who are
brothers, 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.

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, 2000, CRLP's real estate portfolio  consisted of 115
operating 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 94 properties  since CRLP's initial  public  offering  ("IPO").  Since
CRLP's IPO,  CRLP has  developed 22  additional  Multifamily  Properties,  three
Office  Properties,  three  Retail  Properties,  and  has  disposed  of  fifteen
properties.  Additionally,  CRLP maintains  non-controlling partial interests of
15% to 50% in 13  operating  properties.  The 115  Properties  owned  by CRLP at
December 31, 2000 consisted of 53 Multifamily Properties,  17 Office Properties,
and 45 Retail Properties, as described in more detail below.
<TABLE>
<CAPTION>

                              Summary of Properties

                                                          Total 2000       Percent of
                                          Units/           Property        Total 2000        Percentage
                          Number of        GLA/           Revenue (2)       Property        Occupancy at
 Type of Property         Properties      NRA (1)        (in thousands)    Revenue (2)    Dec. 31, 2000 (3)
----------------------   -----------   -------------    ---------------   ------------   ------------------
<S>                              <C>         <C>     <C>     <C>                <C>            <C>
 Multifamily                     53          17,189  (4)     $ 118,807          37.9%          94.0%
 Office                          17       3,244,369  (5)      $ 49,755          15.9%          94.6%
 Retail                          45      15,183,938  (6)     $ 143,914          46.2%          90.2%
                         -----------                    ---------------   ------------
     Total                      115                          $ 312,476         100.0%
                         ===========                    ===============   ============
<FN>

(1)      Units (in this table only) refers to multifamily  apartment  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, 2000.
(2)      Includes CRLP's  proportionate  unit of revenue from those Multifamily,
         Office and Retail Properties accounted for under the equity method, and
         CRLP's unit of the properties disposed of in 2000.
(3)      Excludes the  units/square  feet of development or expansion  phases of
         five Multifamily  Properties,  and three Retail Properties that had not
         achieved stabilized occupancy as of December 31, 2000.
(4)      Amount  includes 2,833 units in which CRLP maintains a 15.0%  ownership
         interest.
(5)      Amount  includes  29,737  square feet in which CRLP  maintains a 33.33%
         ownership interest.
(6)      Amount includes  1,466,214  square feet in which CRLP maintains a 50.0%
         ownership interest.
</FN>
</TABLE>


Multifamily Properties

         The 53  Multifamily  Properties  owned by CRLP at  December  31,  2000,
contain a total of 17,189 garden-style  apartments and range in size from 104 to
1,080 apartment 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 19 additional  Multifamily Properties and disposed of nine Multifamily
Properties.  Twenty-four  Multifamily  Properties  (containing  a total of 8,329
apartment units) are located in Alabama, 15 Multifamily Properties (containing a
total of 5,338  apartment  units)  are  located  in  Florida,  nine  Multifamily
Properties  (containing  a total of  1,938  apartments  units)  are  located  in
Georgia,  two Multifamily  Property  (containing a total of 498 apartment units)
are located in Mississippi,  two Multifamily  Properties  (containing a total of
764 apartment units) are located in South Carolina, and one Multifamily Property
(containing  322 apartment  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, 2000.


<PAGE>
<TABLE>
<CAPTION>

                             Multifamily Properties

                                                                                                               Total
                                                                                                  Average   Multifamily  Percent of

                                                Year        Number       Approximate              Rental     Property    Total 2000
 Multifamily                                 Completed        of         Rentable Area Percent     Rate     Revenue for   Property
 Property (1)                  Location         (2)        Units (3)     (Square Feet) Occupied   Per Unit      2000     Revenue (4)
-------------------------   --------------   -----------  -----------   -------------  --------  ----------------------  -----------

 Alabama:

<S>                            <C>                <C>           <C>        <C>          <C>   <C>         <C>               <C>
CG at Edgewater                 Huntsville         1990          500        541,650      96.0% $     674   $ 3,849,080       1.2%
CG at Galleria                  Birmingham         1986/96     1,080      1,195,186      93.7%       629     7,369,015       2.4%
CG at Galleria Woods            Birmingham         1994          244        260,720      98.8%       666     1,874,783       0.6%
CG at Liberty Park              Birmingham         2000          300        338,684        (7)       983     1,566,140(6)    0.5%
CG at Madison                   Huntsville         2000          336        354,592      96.0%       753     2,328,694(6)    0.7%
CG at Mountain Brook (8)        Birmingham         1987/91       392        392,700      89.0%       700       444,057       0.1%
CG at Promenade                 Montgomery         2000          384        424,372        (7)       796     2,186,472(6)    0.7%
CG at Riverchase                Birmingham         1984/91       468        745,840      89.0%       792     3,891,779       1.2%
CG/CV at Inverness Lakes (8)    Mobi1e             1983/96       498        506,386      88.0%       622     1,923,424       0.6%
Colony Park                     Mobile             1975          201        129,600      95.0%       433       913,353       0.3%
CV at Ashford Place             Mobile             1983          168        139,128      90.0%       535       967,104       0.3%
CV at Cahaba Heights (8)        Birmingham         1992          125        131,230      95.2%       732       153,897       0.0%
CV at Hillcrest                 Mobile             1981          104        114,400      96.2%       633       767,491       0.2%
CV at Hillwood (8)              Montgomery         1984          160        150,912      90.1%       578       568,061       0.2%
CV at Huntleigh Woods           Mobile             1978          233        199,052      92.7%       480     1,232,102       0.4%
CV at Inverness                 Birmingham         1986/87/90    586        491,072      94.9%       598     3,861,766       1.2%
CV at McGehee Place             Montgomery         1986/95       468        404,188      89.1%       569     2,784,836       0.9%
CV at Monte D'Oro               Birmingham         1977          200        295,840      99.0%       716     1,631,055       0.5%
CV at Research Park             Huntsville         1987/94       736        809,344      93.0%       611     5,042,642       1.6%
CV at Rocky Ridge (8)           Birmingham         1984          226        258,900      97.0%       640       867,662       0.3%
CV at Trussville                Birmingham         1996/97       376        410,340      90.8%       715     3,068,526       1.0%
Patio                           Auburn             1966/83/84    240        179,040      90.0%       427     1,161,287       0.4%
Ski Lodge Tuscaloosa            Tuscaloosa         1976/92       304        273,056      95.6%       424     1,542,669       0.5%
                                                             -----------  ----------    -------    -------  -----------    ------
     Subtotal - Alabama (24 Properties)                        8,329      8,746,232      93.0%       646    49,995,895      15.9%
                                                              ----------- ----------    -------    -------  -----------    ------
Florida:
CG at Bayshore                  Bradenton          1997          376        368,870      97.0%       747     3,389,712       1.1%
CG at Carrollwood               Tampa              1966          244        286,080      97.0%       853     2,418,409       0.8%
CG at Citrus Park               Tampa              1999          176        200,288      89.9%       899     1,895,355       0.6%
CG at Cypress Crossing          Orlando            1999          250        314,596      96.0%       985     2,910,885       0.9%
CG at Gainesville               Gainesville        1989/93/94    560        488,624      97.9%       725     5,089,097       1.6%
CG at Heather Glen              Orlando            2000          448        524,074        (7)       900     3,144,841(6)    1.0%
CG at Heathrow                  Orlando            1997          312        370,028      96.2%       919     3,386,935       1.1%
CG at Hunter's Creek            Orlando            1997          496        624,464      96.0%       905     5,083,958       1.6%
CG at Lakewood Ranch            Sarasota           1999          288        301,656      97.9%       930     3,274,830       1.0%
CG at Palm Aire                 Sarasota           1991                   2,402,980        (9)                               0.8%
CG at Palma Sola                Bradenton          1992          340        291,796      98.2%       725     2,908,172       0.9%
CG at Ponte Vedra (8)           Jacksonville       1988          240        211,640      96.0%       743       297,565       0.1%
CV at Cordova                   Pensacola          1983          152        116,400      92.0%       529       907,986       0.3%
CV at Lake Mary                 Orlando            1991/95       504        431,396      97.0%       698     4,273,558       1.4%
CV at Oakleigh                  Pensacola          1997          176        185,680      98.8%       746     1,580,681       0.5%
CG at Town Park                 Orlando                                                    (7)       (7)        53,226       0.0%
CV at River Hills (8)           Tampa              1991/97       776        690,312      93.7%       648       864,055       0.3%
                                                            -----------   ----------    -------    -------  -----------    ------
     Subtotal - Florida (15 Properties)                        5,338      5,405,904      96.5%       788    43,882,245      14.0%
                                                            -----------   ----------    -------    -------  -----------    ------
Georgia:
CG at Barrington Club (8)       Macon              1996          176        191,940      97.7%       726       212,309       0.1%
CG at Spring Creek              Macon              1992/94       296        328,032      96.7%       650     2,260,209       0.7%
CG at Wesleyan                  Macon              1997          328        382,946      93.0%       702     2,712,601       0.9%
CV at North Ingle               Macon              1983          140        133,338      95.0%       577       893,065       0.3%
CV at Stockbridge (8)           Stockbridge        1993/94       240        253,200      94.8%       759       315,272       0.1%
CV at Timothy Woods             Athens             1996          204        211,444      95.1%       759     1,761,666       0.6%
CV at Vernon Marsh              Savannah           1986/87       178        151,226      99.0%       644     1,333,263       0.4%
CV at Walton Way                Augusta            1984          256        254,264        (7)       603     1,387,791       0.4%
CV at White Bluff               Savannah           1986          120        108,288      99.2%       665       928,658       0.3%
                                                            -----------   ----------    -------    ------   -----------    ------
     Subtotal - Georgia (9 Properties)                         1,938      2,014,678      95.9%       680    11,804,834       3.8%
                                                            -----------   ----------    -------    ------   -----------    ------
Mississippi:
CV at Natchez Trace             Jackson            1995/97       328        342,800      85.0%       692     2,540,491       0.8%
CG at The Reservoir             Jackson            2000          170        195,604      95.3%       812     1,006,750(6)    0.3%
                                                            -----------   ----------    -------    ------    ----------    ------
     Subtotal - Mississippi (2 Property)                         498        538,404      88.5%       733     3,547,241       1.1%
                                                            -----------   ----------    -------    ------    ----------    ------
South Carolina:
CV at Ashley Plantation         Bluffton           1998/2000     414        425,095      91.5%       788     3,798,991(6)    1.2%
CV at Caledon Wood              Greenville         1995/96       350        348,305      90.0%       709     2,752,593       0.9%
                                                            -----------   ----------    -------    ------    ----------    ------
     Subtotal - South Carolina (2 Properties)                    764        773,400      90.8%       752     6,551,584       2.1%
                                                            -----------   ----------    -------    ------    ----------    ------
Texas:
CV at Haverhill                 San Antonio        1997          322        326,914      91.7%       901     3,024,975       1.0%
                                                            -----------   ----------    -------    ------    ----------    ------
     Subtotal - Texas (1 Property)                               322        326,914      91.7%       901     3,024,975       1.0%
                                                            -----------   ----------    -------    ------    ----------    ------
     TOTAL (53 Properties)                                    17,189     17,805,532      94.0%     $ 707(5)$118,806,774     37.9%
                                                            ===========  ===========    =======    ======  ============    ======


(footnotes on next 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, 2000.
(4)      Percent of Total  2000  Property  Revenue  represents  the  Multifamily
         Property's   proportionate   share  of  all  revenue  from  CRLP's  115
         Properties, including the partially owned properties.
(5)      Represents  weighted average rental rate per unit of the 53 Multifamily
         Properties at December 31, 2000.
(6)      Represents  revenues from the date of CRLP's  development/expansion  of
         this Property in 2000 through December 31, 2000.
(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 the Company and an unrelated party.  CRLP holds a 15%
         non-controlling interest in these joint ventures.
(9)      This property was sold during 2000.
</FN>
</TABLE>

         The  following  table sets forth the total number of  apartment  units,
percent  leased and average base rental rate per apartment 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, 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
  December 31, 1996           13,617             94.8%              $579


(1)  Units (in this table only) refers to multifamily  apartment  units owned at
     year end,  which  includes  2,833 units  partially  owned by CRLP at
     December 31, 2000.

(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, 2000,  contain a
total of approximately 3.2 million rentable square feet.  Fourteen of the Office
Properties are located in Alabama  (representing  67% of the office  portfolio's
net  rentable  square  feet) , one is located in  Atlanta,  Georgia  and two are
located in  Florida.  The  Office  Properties  range in size from  approximately
34,000 square feet to 698,000 square feet.  Five of the Office  Properties  were
developed by Colonial,  three of the  Properties  were acquired at various times
between 1980 and 1990,  eight 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, 2000.


<PAGE>
<TABLE>
<CAPTION>

                                Office Properties

                                                                                                        Average
                                                                                                         Base

                                                                        Net                              Rent
                                                                      Rentable                           Per Total Office Percent of
                                                            Year        Area                Total       Leased  Property  Total 2000
 Office                                                   Completed    Square    Percent  Annualized    Square Revenue for Property
 Property (1)                               Location         (2)        Feet     Leased   Base Rent)(2)  Foot   2000 (3) Revenue (4)
----------------------------------------  ------------   -----------  --------  -------- -------------- ------- --------- ---------

 Alabama:

<S>                                       <C>           <C>           <C>        <C>    <C>          <C>     <C>             <C>
 Interstate Park                           Montgomery    1982-85/89    226,870    93.4%  $ 2,998,197  $ 14.14 $ 3,253,340     0.9%
 Riverchase Center                         Birmingham    1984-88       307,775    90.6%    3,001,218    10.76   3,669,137     1.1%
 International Park                        Birmingham    1987/89        92,911    95.0%      923,319    10.47   1,524,602     0.5%
 1800 International Park (7)               Birmingham    1999          145,950    88.6%    2,248,236    17.39   1,542,612     0.5%
 Colonial Plaza                            Birmingham    1982          170,870    94.8%    2,899,318    17.90   2,552,547     0.8%
 Progress Center                           Huntsville    1983-91       224,329    97.8%    2,128,162     9.70   2,404,314     0.8%
 Lakeside Office Park                      Huntsville    1989/90       121,271   100.0%    1,670,589    13.78   1,727,568     0.6%
 AmSouth Center                            Huntsville    1990          154,421    86.8%    2,588,088    19.65   3,169,460     1.0%
 Colonial Center Research Park             Huntsville    1999          133,482    98.2%    2,006,466    15.31   1,931,100     0.6%
 250 Commerce St                           Montgomery    1904/81        37,303    99.3%      415,644    11.22     429,126     0.1%
 Anderson Block                            Montgomery    1981/83                                                  102,671(5)  0.0%
 Land Title Bldg.                          Birmingham    1975           29,737   100.0%      422,433    14.21     158,255     0.1%
 Independence Plaza                        Birmingham    1979          106,135    89.7%    1,424,719    14.97   1,446,024     0.5%
 Shades Brook Building                     Birmingham    1979           34,357   100.0%      544,770    15.86     568,418     0.2%
 Emmett R. Johnson Building                Birmingham    1982/95       162,842    98.6%    2,830,652    17.63   2,770,505     0.9%
 Perimeter Corporate Park                  Huntsville    1986/89       234,467    88.4%    3,143,997    15.17   3,475,314     1.1%
                                                                     ----------  ------  ------------  ------- -----------  ------
     Subtotal-Alabama (14 Properties)                                2,182,720    93.4%   29,245,808    14.33  30,724,993     9.8%
                                                                     ----------  ------  ------------  ------- -----------  ------
 Florida:

 Concourse Center                          Tampa         1981/85       291,308    97.9%    4,777,704    16.76   4,846,349     1.6%
 University Park Plaza                     Orlando       1985           71,923    75.4%      929,054    17.14     952,601     0.3%
                                                                     ----------  ------  ------------  -------  ----------   -----
     Subtotal-Florida (2 Properties)                                   363,231    93.4%    5,706,758    16.82   5,798,950     1.9%
                                                                     ----------  ------  ------------  -------  ----------   -----
 Georgia:

 Colonial Center at Mansell Overlook       Atlanta       1987/96/97    535,166    99.1%   12,408,720    23.40  11,643,123     3.7%
 Colonial Center at Mansell Overlook 300(7)Atlanta       2000          163,252    97.6%                         1,588,105(6)  0.5%
                                                                     ----------  ------  ------------  ------- -----------   -----
     Subtotal-Georgia (1 Property)                                     698,418    98.8%   12,408,720    23.40  13,231,228     4.2%
                                                                     ----------  ------  ------------  ------- -----------   -----
     TOTAL (17 Properties)                                           3,244,369    94.6%  $47,361,286  $ 16.43 $49,755,171    15.9%
                                                                     ==========  ======  ============  ======= ===========   =====

<FN>

(1)  All Office  Properties  are 100% owned by CRLP with the exception of
     Land Title Building, which is 33.33% owned by the Company.
(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 2000 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 $743,950 of straight-line
     rents reflected in the Company's  Consolidated Financial Statements for the
     period ended December 31, 2000.
(4)  Percent of Total 2000 Property  Revenue  represents  the Office  Property's
     proportionate share of all revenue from the Company's 115 Properties.
(5)  This property was sold during 2000.
(6)  Represents   revenues  from  the  date  of  CRLP's   completion  of
     development of this Property in 2000 through December 31, 2000.
(7)  These  properties  are located within an office complex and are included in
     the total as one office property.
</FN>
</TABLE>


<PAGE>


         The following  table sets out a schedule of the lease  expirations  for
leases in place as of December 31, 2000,  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>
      2001                        98              348,993         4,859,178                  10.3%
      2002                        98              450,527         7,182,784                  15.2%
      2003                        37              597,245         9,605,022                  20.3%
      2004                        75              443,016         7,040,112                  14.9%
      2005                       117              623,974         9,149,853                  19.3%
      2006                        25              204,421         3,054,491                   6.4%
      2007                        14              105,542         1,660,978                   3.5%
      2008                         6              152,532         2,449,041                   5.2%
      2009                         6               52,749           852,593                   1.8%
      2010                         8               81,261         1,170,379                   2.5%
      Thereafter                   2               23,300           336,855                   0.7%
                      ---------------     ----------------    --------------    -------------------
                                 486            3,083,560      $ 47,361,286                 100.0%
                      ===============     ================    ==============    ===================

<FN>

(1)      Excludes  approximately  161,000  square feet of space not leased as of
         December 31, 2000.
(2)      Annualized base rent is calculated  using base rents as of December 31,
         2000.
</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>
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
December 31, 1996                         1,009,000                      97.4%                       $13.80
-----------------
<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, 2000.
</FN>
</TABLE>

Retail Properties

         The 45 Retail Properties owned by CRLP at December 31, 2000,  contain a
total of approximately 15.3 million square feet (including space owned by anchor
tenants).  Sixteen of the Retail  Properties are located in Alabama,  twelve 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 26 neighborhood  shopping
centers.  Twelve of the 45 Retail Properties were originally  developed by CRLP,
and 33 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, 2000.


<PAGE>
<TABLE>
<CAPTION>

                                Retail Properties

                                                                                                          Average
                                                                                                            Base

                                                                    Gross                                   Rent  Total
                                                                   Leasable                                 Per  Retail   Percent of
                                                        Year         Area    Number           Total     Leased  Property  Total 2000
 Retail                                              Completed     (Square     Of   Percent Annualized  Square  Revenue    Property
 Property (1)                          Location         (2)       Feet) (3)  Stores Leased (3)Base Rent Foot(4)for 2000(9)Revenue(5)
------------------------------------------------------------------------------------------------------------------------------------
 Alabama:
<S>                                   <C>           <C>             <C>           <C>  <C>   <C>         <C>     <C>          <C>
 Colonial Mall Decatur                 Decatur       1979/89         494,957       59   87.5% $ 3,645,327 $16.65 $ 5,604,675   1.8%
                                                                      80,866 (6)
 Brookwood Village                     Birmingham    1973/91         459,234       41     (8)         (8)    (8)   5,816,304   1.9%
                                                                     231,953 (6)
 Colonial Mall Gadsden                 Gadsden       1974/91         493,169       62   97.4%   3,403,764  19.07   5,709,371   1.8%
 Colonial Mall Auburn/Opelika          Auburn        1973/84/89      399,465       61   89.6%   2,722,115  18.23   4,670,902   1.5%
 Colonial Promenade Montgomery         Montgomery    1990/97         273,196       40   88.9%   2,484,537  14.11   3,190,336   1.0%
                                                                     145,830 (6)
 Colonial Shoppes McGehee              Montgomery    1986             98,354       17   86.9%     740,073  12.74     722,559   0.2%
 Colonial Promenade Madison            Madison       2000            109,857       17   91.7%   1,010,661  13.38     155,581(7)0.0%
 Colonial Shoppes Bellwood             Montgomery    1988             88,482       20   96.8%     735,803  11.97     746,021   0.2%
 Old Springville                       Birmingham    1982             63,702       12   44.9%     167,269   8.29     261,711   0.1%
 Colonial Shoppes Inverness            Birmingham    1984             28,243        5  100.0%     439,358  12.66     556,775   0.2%
 Olde Town                             Montgomery    1978/90          38,814       16   86.3%     297,742  10.30     409,529   0.1%
 Colonial Promenade Trussvile          Birmingham    2000            388,302       21  100.0%   3,268,122  12.98   2,747,865(7)0.9%
 Colonial Promenade Tutwiler Farm      Birmingham    2000            482,894       16  100.0%   2,564,273  15.05   1,072,409(7)0.3%
 Colonial Mall Bel Air                 Mobile        1966/90/97    1,103,568      106   88.3%   8,377,802  15.86  12,979,999   4.2%
                                                                     333,990 (6)
 Parkway City Mall                     Huntsville    1975            285,545       26     (8)         (8)    (8)   1,148,473   0.4%
 P&S Building                          Gadsden      1946/76/91        39,560        1  100.0%     178,020   4.50     178,024   0.1%
                                                                 ------------    ---------------------------------------------------
      Subtotal-Alabama (16 Properties)                             5,639,981      520   87.5%  30,034,858  14.67  45,970,534  14.8%
                                                                 ------------    ---------------------------------------------------
 Florida:
 Colonial Promenade University Park    Orlando       1986/89         399,128       36   74.7%   2,703,593  14.17   3,213,713   1.0%
 Colonial Promenade Tuskawilla         Orlando       1990            217,032       27   96.7%   1,417,361  13.47   1,769,342   0.6%
 Colonial Promenade Burnt Store        Punta Gorda   1990            198,874       29   91.5%   1,308,643  11.45   1,571,843   0.5%
 Colonial Promenade Winter Haven       Orlando       1986            197,472       23   91.3%   1,347,615  10.60   1,771,274   0.6%
 Colonial Promenade Northdale          Tampa         1988            175,958       24     (8)   1,689,158  14.68   1,379,347   0.4%
                                                                      55,000 (6)
 Colonial Promenade Bear Lake          Orlando       1990            131,552       20   49.1%   1,118,453  10.06   1,105,688   0.4%
 Colonial Shoppes Paddock Park         Ocala         1988             87,136       17   97.6%     747,671  12.49     890,684   0.3%
 Colonial Promenade Bardmoor Village   St. Petersburg1981            152,667       30   75.7%   1,223,595  16.29   1,718,962   0.6%
 Colonial Promenade Hunter's Creek     Orlando       1993/95         222,174       26   98.6%   1,949,243  16.05   2,507,656   0.8%
 Colonial Promenade Wekiva             Orlando       1990            208,568       26   88.1%   2,017,265  11.76   2,377,718   0.8%
 Colonial Promenade Lakewood           Jacksonville  1995            193,769       50   91.5%   1,911,106  11.93   2,355,188   0.8%
 Orlando Fashion Square                Orlando       1973/89/93      709,380      131   90.8%   9,852,519  28.70   8,402,282   2.7%
                                                                     361,432 (6)
                                                                 ------------    ---------------------------------------------------
      Subtotal-Florida (12 Properties)                             3,310,142      439   86.2%  27,286,222  18.72  29,063,697   9.3%
                                                                 ------------    ---------------------------------------------------
 Georgia:
 Colonial Mall Macon                   Macon         1975/88/97      759,340      158   91.5%  11,134,887  24.45  18,116,078   5.8%
                                                                     682,160 (6)
 Colonial Promenade Beechwood          Athens        1963/92         343,569       47   90.6%   2,428,644  11.37   2,948,453   0.9%
 Britt David                           Columbus      1990            109,630        9   17.0%     183,546  12.75     147,944   0.0%
 Colonial Mall Lakeshore               Gainesville   1984-97         518,410       69   94.8%   3,574,296  17.58   5,851,096   1.9%
 Colonial Mall Valdosta                Valdosta      1982-85         326,311       57   94.9%   3,177,265  17.06   5,842,008   1.9%
                                                                      73,723 (6)
 Colonial Mall Glynn Place             Brunswick     1986            281,989       57   87.5%   2,946,287  18.36   4,562,107   1.5%
                                                                     225,558 (6)
 Village at Roswell Summit             Atlanta       1988             25,510        9  100.0%     384,464  14.54     469,685   0.2%
                                                                 ------------    ---------------------------------------------------
      Subtotal-Georgia (7 Properties)                              3,346,200      406   88.7%  23,829,389  19.43  37,937,371  12.2%
                                                                 ------------    ---------------------------------------------------
 North Carolina:
 Colonial Mall Burlington              Burlington    1969/86/94      413,083       57   94.6%   2,944,431  21.17   5,413,964   1.7%
 Colonial Mayberry Mall                Mount Airy    1968/86         155,447       22   98.1%     809,112  12.10   1,296,066   0.4%
                                                                      57,843 (6)
 Colonial Mall Greenville              Greenville    1965/89/99      415,889       61   92.3%   4,110,623  19.69   5,746,310(7)1.8%
                                                                      46,051 (6)
 Colonial Shoppes Quaker               Greensboro    1968/88/97      102,426       29   92.8%   1,237,896  14.50   1,419,228   0.5%
 Colonial Shoppes Yadkinville          Yadkinville   1971/97          90,917       11   95.1%     683,365   7.17     758,860   0.2%
 Colonial Shoppes Stanly               Locust        1987/96          46,970        8  100.0%     261,070   8.91     384,373   0.1%
                                                                 ------------    ---------------------------------------------------
      Subtotal-North Carolina (6 Properties)                       1,328,626      188   94.4%  10,046,497  16.53  15,018,801   4.8%
                                                                 ------------    ---------------------------------------------------
 South Carolina:
 Colonial Mall Myrtle Beach            Myrtle Beach  1986            487,171       72   94.6%   4,454,338  20.94   7,825,563   2.5%
                                                                 ------------    ---------------------------------------------------
      Subtotal-South Carolina (1 Property)                           487,171       72   94.6%   4,454,338  20.94   7,825,563   2.5%
                                                                 ------------    ---------------------------------------------------
 Tennessee:
 Rivermont Shopping Center             Chattanooga   1986/97          73,539       10   92.2%     378,170   6.43    484,810    0.2%

                                                                 ------------    ---------------------------------------------------
      Subtotal-Tennessee (1 Property)                                 73,539       10   92.2%     378,170   6.43    484,810    0.2%
                                                                 ------------    ---------------------------------------------------
 Texas:
 Temple Mall                           Temple        1981/96         466,150       52   82.7%   3,041,570  19.33  2,832,352(7) 0.9%
                                                                     108,977 (6)
                                                                 ------------    ---------------------------------------------------
      Subtotal-Texas (1 Property)                                    575,127       52   82.7%   3,041,570  19.33  2,832,352    0.9%
                                                                 ------------    ---------------------------------------------------
 Virginia:
 Colonial Mall Staunton                Staunton      1969/86/97      423,152       50   91.2%   2,006,644  11.20  3,491,909    1.1%
 Colonial Promenade Abington           Abingdon      1987/96                                                      1,288,989(10)0.4%
                                                                 ------------    ---------------------------------------------------
      Subtotal-Virginia (1 Property)                                 423,152       50   93.7%   2,006,644  10.78  4,780,898    1.5%
                                                                 ------------    ---------------------------------------------------
      Total (45 Properties)                                       15,183,938    1,737   90.2%$101,077,688 $17.38$143,914,026  46.2%
                                                                 ============   ====================================================

(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 2000 Property Revenue represents the Retail Property's
         proportionate share of all revenue from the 115 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 2000 through  December 31,
         2000.
(8)      This property is currently under  redevelopment  and is not included in
         the property total.
(9)      Amounts  exclude  $900,722  of  straight-line  rents  reflected  in the
         Company's  Consolidated  Financial  Statements  for  the  period  ended
         December 31, 2000.
(10)     This property was sold during 2000.
</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:

<TABLE>
<CAPTION>

                                                  Gross                                  Average
                                              Leasable Area         Percent           Base Rent Per
                    Year-End                (Square Feet) (1)        Leased       Leased Square Foot (2)
                    --------                -----------------        ------       ----------------------
<S>                     <C> <C>                 <C>                  <C>                  <C>
               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
               December 31, 1996                 4,856,000           93.8%                $14.66

<FN>

(1)      Includes 1,104,782 square feet partially owned by CRLP at
         December 31, 2000.
(2)      Average base rent per leased square foot is calculated  using specialty
         store year-end base rent figures.

</FN>
</TABLE>
<PAGE>

         The following  table sets out a schedule of the lease  expirations  for
leases in place as of December 31, 2000, 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>
      2001                    339            963,041        11,075,264                   11.0%
      2002                    271          1,031,173        11,278,985                   11.2%
      2003                    117            977,154         9,619,518                    9.5%
      2004                    221          1,364,292         9,215,592                    9.1%
      2005                    212            757,753         7,934,747                    7.9%
      2006                    114          1,289,491         8,526,505                    8.4%
      2007                    112          1,158,540         8,000,418                    7.9%
      2008                     65            496,885         4,828,629                    4.8%
      2009                     68            576,026         6,074,315                    6.0%
      2010                     86            910,620         7,800,544                    7.7%
      Thereafter              132          4,060,333        16,723,171                   16.5%
                    --------------    ---------------    --------------     -------------------
                            1,737         13,585,308     $ 101,077,688                  100.0%
                    ==============    ===============    ==============     ===================

<FN>

(1)      Excludes  1,599,000  square feet of space not leased as of December 31,
         2000.
(2)      Annualized base rent is calculated  using base rents as of December 31,
         2000.
</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, 2000.

<TABLE>
<CAPTION>

                     Geographic Concentration of Properties

                                                                                  Percent

                   Units                                         Total           Of Total
                  (Multifamily)   NRA            GLA         2000 Property     2000 Property
    State           (1)        (Office)(3)    (Retail) (2)      Revenue           Revenue
--------------   ----------   ------------   ------------   ---------------   ---------------

<S>                  <C>        <C>            <C>            <C>                      <C>
 Alabama             8,329      2,182,720      5,639,981      $126,691,422             40.5%
 Florida             5,338        363,231      3,310,142        78,744,892             25.2%
 Georgia             1,938        698,418      3,346,200        62,973,433             20.2%
 Mississippi           498            -0-            -0-         3,547,241              1.1%
 North Carolina        -0-            -0-      1,328,626        15,018,801              4.8%
 South Carolina        764            -0-        487,171        14,377,147              4.6%
 Tennessee             -0-            -0-         73,539           484,810              0.2%
 Texas                 322            -0-        575,127         5,857,327              1.9%
 Virginia              -0-            -0-        423,152         4,780,898              1.5%
                 ----------   ------------   ------------   ---------------   ---------------
     Total          17,189      3,244,369     15,183,938      $312,475,971            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, 2000,  of  approximately  $1.18  billion
carrying  a  weighted  average  interest  rate of 7.40% and a  weighted  average
maturity  of 6.0  years.  The  mortgage  indebtedness  on the  Properties  as of
December 31, 2000, 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      (1/1/01-         Maturity       Balance Due
 Property (1)                            Rate         12/31/00)          12/31/01)        Date (2)       on Maturity
-----------------------------------   ----------    --------------     -------------     ----------    ---------------

 Multifamily Properties:

<S>                                      <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%         6,765,576           577,803       09/01/35             47,813
     CG at Natchez Trace                 8.000%         4,032,900           351,256       02/01/37             29,071
     CV at Ashley Plantation             7.980%        15,090,000         1,204,188       07/01/10         15,090,000
     CV at Ashley Plantation             6.590%         9,701,819           642,059       07/01/10  (5)     8,681,819
     CG at Edgewater                     6.810%        22,000,000         1,498,200       12/01/10         22,000,000
     CG at Promenade                     6.810%        22,950,000         1,562,904       12/01/10         22,950,000
     CG at Galleria Woods                6.910%         9,604,541           771,346       07/01/09          8,459,760
     CV at Inverness                     5.115%         9,900,000           519,800       07/01/26  (2)     9,900,000
     CG at Hunters Creek                 7.980%        18,999,000         1,516,116       07/01/10         18,999,000
     CG at Hunters Creek                 6.590%        11,587,399           766,853       07/01/10  (5)    10,477,399
     CG at Galleria                      5.115%        22,400,000         1,176,136       07/01/26  (2)    22,400,000
     CG at Research Park                 5.115%        12,775,000           670,691       07/01/26  (2)    12,775,000
     CV at White Bluff                   5.115%         4,500,000           236,250       07/01/26  (2)     4,500,000
     CV at Vernon Marsh                  5.115%         3,400,000           178,497       07/01/26  (2)     3,400,000
     CV at Lake Mary                     7.980%        14,100,000         1,125,180       07/01/10          4,500,000
     CV at Lake Mary                     6.590%         8,970,697           493,079       07/01/10  (5)     8,010,697

 Office Properties:

     Interstate Park                     8.500%         3,588,151           643,440       08/01/03          2,648,144
     Colonial Center at Mansell
       Overlook 100                      8.250%        17,076,352         1,595,700       01/10/08         13,692,324
     Perimeter Corporate Park            8.680%         5,147,131           596,131       12/01/03          4,858,772

 Retail Properties:

     Colonial Promenade Hunter's Creek   8.800%         9,732,008        10,373,315       10/01/01          9,578,044
     Colonial Mayberry Mall              9.220%         3,233,031         3,459,396       10/01/01          3,237,064
     Colonial Promenade Montgomery       7.490%        12,250,000           917,520       08/27/09         12,250,000
     Rivermont Shopping Center          10.125%         1,470,861           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%         1,574,927           170,219       09/01/05          1,401,860

 Other debt:

     Land Loan                           8.000%           578,436            45,760       09/30/02            512,385
     Line of Credit                      7.790% (3)   214,397,000        20,089,250       04/14/03  (4)   214,397,000
     Unsecured Senior Notes              7.500%        65,000,000        67,620,385       07/15/01         65,000,000
     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         65,000,000
     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                   6.960%        75,000,000         5,220,000       07/26/04         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
     Unamortized Discount on Senior Notes                (929,427)                                                         (929,381)
                                                    --------------     -------------                   ---------------
 TOTAL                                              $ 1,179,095,401    $ 154,597,267                    $ 886,548,242
                                                    ==============     =============                   ===============

<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,  2000,  CRLP had  $135.0  million
         outstanding under the competitive bid feature.

(4)      This credit  facility  has a term of two years  beginning in March 2000
         and provides for a two-year  amortization  in the event of non-renewal.
         Effective  October  25,  2000,  CRLP  entered  an  interest  rate  swap
         agreement of $125.0 million on its line of credit, which fixes the rate
         on the floating line for one year at a rate of 7.66%.

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

</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 unit of such  indebtedness  as of December 31, 2000,  was  $57,815,743,
which carried a weighted  average  interest rate of 7.12%. The maturity dates of
these loans range from January 15, 2006 and December 1, 2010, and as of December
31, 2000, the loans had a weighted average maturity of 9.5 years.

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 2000.

                                     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 12,  2000,  there were 119  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

         2000:

           First Quarter.............................   $     .60
           Second Quarter............................   $     .60
           Third Quarter.............................   $     .60
           Fourth Quarter............................   $     .60
         1999:

           First Quarter.............................   $     .58
           Second Quarter............................   $     .58
           Third Quarter.............................   $     .58
           Fourth Quarter............................   $     .58





<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, 2000.
<TABLE>
<CAPTION>

Dollar amounts in thousands, except unit data                 2000          1999          1998         1997         1996
-------------------------------------------------------------------------------------------------------------------------
OPERATING DATA

<S>                                                       <C>           <C>          <C>          <C>          <C>
Total revenue                                             $302,310      $282,248     $ 257,216    $ 184,126    $ 134,881
Expenses:
    Depreciation and amortization                           63,884        55,185        48,647       23,533       48,647
    Other operating expenses                                96,893        94,038        87,821       46,819       87,972
Income from operations                                     141,533       133,025       120,748       87,267       64,529
Interest expense                                            71,855        57,211        52,063       40,496       24,584
Other income (expense), net                                  9,865         9,489          (62)        3,069        1,104
Income before extraordinary items                           79,543        85,303        68,623       49,840       41,049
Distibutions to preferred unitholders                       19,813        18,531        10,938        1,671            -
Net income available to common unitholders                  59,312        66,144        57,284       44,519       40,538
Per unit - basic and diluted:
    Net income                                                1.82          1.88          1.64         1.58         1.64
    Distributions                                             2.40          2.32          2.20         2.00         2.20
-------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA

Land, buildings, and equipment, net                    $ 1,769,500   $ 1,586,332   $ 1,566,840            $    $ 801,798
Total assets                                             1,943,547     1,864,146     1,756,548    1,396,660      947,947
Total debt                                               1,179,095     1,039,863       909,322      702,044      506,435
-------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total properties (at end of period)                            115           111           106           93           73

</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,  2000,
CRLP's real estate portfolio consisted of 53 multifamily communities,  17 office
properties, and 45 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--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 share basis,  net income is $1.82
for 2000,  a 0.6%  decrease,  compared  to $1.83 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.

Results of Operations--1999 vs. 1998

In 1999,  CRLP  experienced  growth in  revenues,  operating  expenses,  and net
income,  which is the result of the acquisition and development of 21 properties
and the  expansion  of 6  properties  during  1999 and 1998.  As a result of the
acquisitions,  developments,  and expansions, CRLP's net income before dividends
to preferred  shareholders  increased by $5.6 million,  or 11.1%,  for 1999 when
compared to 1998.  On a per share  basis,  net income is $1.83 for 1999, a 15.1%
increase,  compared to $1.59 for 1998.  The increase in net income  available to
common  shareholders,  on a per share  basis,  is directly  attributable  to the
acquisition, development, and expansion of properties.

Revenues--Total  revenues increased by $25.0 million,  or 9.7%, during 1999 when
compared to 1998. Of this increase, $ 18.1 million relates to revenues generated
by properties that were acquired,  developed,  or expanded during 1999 and 1998.
The  remaining  increase  primarily  relates  to  increases  in rental  rates at
existing  properties  and lease buyouts during 1999.  The  multifamily  division
accounts for the majority of the overall revenue increase,  approximately  $11.3
million, while the office and retail divisions account for $6.4 million and $7.3
million,  respectively.  The divisional revenue growth is primarily attributable
to the acquisition,  development,  and expansion of 15 multifamily properties, 8
office properties, and 4 retail properties during 1999 and 1998.

Operating  Expenses--Total  operating  expenses  increased by $12.8 million,  or
9.4%,  during 1999 when compared to 1998. The majority of this increase  relates
to  additional  property  operating  expenses  of $3.5  million  and  additional
depreciation  of $3.9 million  associated  with  properties  that were acquired,
developed,  or  expanded  during  1999 and 1998,  net of  operating  expenses of
properties disposed of during 1998.  Depreciation expense on existing properties
increased by $2.2 million during 1999 when compared to 1998. Divisional property
operating expenses increased by $7.2 million, $3.4 million, and $1.3 million for
the multifamily,  office, and retail divisions,  respectively,  during 1998 when
compared to 1998.  The increase in  divisional  property  operating  expenses is
primarily  attributable  to the  acquisition  and  development of 15 multifamily
properties,  8 office properties,  and 4 retail properties during 1999 and 1998.
The remaining  change  primarily  relates to increases in operating  expenses at
existing  properties,  and overall increases in corporate overhead and personnel
costs associated with CRLP's continued growth.

Other Income and Expenses--Interest  expense increased by $5.1 million, or 9.9%,
during 1999 when compared to 1998. The increase in interest expense is primarily
attributable  to the  issuance of $82.5  million in Medium  Term Notes,  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 2000, CRLP invested $125.3 million in the acquisition,  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 public  offerings of debt totaling  $70.0 million
during  2000,  advances  on its bank line of  credit,  the  issuance  of limited
partnership  units in CRLP,  the proceeds from joint  ventures,  disposition  of
assets, and cash from operations.

During 1999,  the Board of Trustees of Colonial  Properties  Trust  authorized a
common  unit  repurchase  program  under  which CRLP may  repurchase  up to $150
million  of its  currently  outstanding  common  units  from time to time at the
discretion  of  management in open market and  negotiated  transactions.  During
2000, CRLP repurchased 1,370,424 units at an all in cost of $37.9 million, which
represents  an  average  purchase  price of $27.66 per unit.  To date,  CRLP has
repurchased  5,983,239  units at an all-in cost of  approximately  $160 million,
which represents an average  purchase price of $26.75.  These units are included
within treasury stock, which is a reduction of unitholders'  equity.  425,925 of
the units repurchased were reissued to the Board of Trustees and certain members
of  management  through  the  Executive  Unit  Purchase  Program.  (See Notes to
Consolidated Financial Statements)

Acquisition and Development Activities

Multifamily   Properties--During  2000,  CRLP  completed  development  of  1,022
apartment  units in 5  multifamily  communities  and  acquired  land on which it
intends to develop additional multifamily communities during 2000. The aggregate
investment in the multifamily  developments during 2000 was $41.6 million. As of
December 31, 2000, CRLP has 984 apartment units in three multifamily communities
under  development  or  redevelopment.  Management  anticipates  that the  three
multifamily projects will be completed during 2001. Management estimates that it
will  invest  an  additional   $43.4  million  to  complete  these   multifamily
communities.

Office  Properties--During  2000, CRLP increased its office portfolio by 163,252
square feet with the  development  of one office  building,  and  completed  the
redevelopment of another office building. In addition, CRLP began development on
one office property in Orlando,  Florida. The aggregate investment in the office
developments  during 2000 was $28.7 million.  Management  estimates that it will
invest an additional $17.6 million to complete this property.

Retail  Properties--During  2000,  CRLP  added  575,127  square  feet of  retail
shopping  space  through the  acquisition  of an enclosed  mall at a net cost of
$25.4  million,  and  711,197  square feet as a result of the  development  of 3
retail properties.  In addition, CRLP continued the redevelopment of an enclosed
mall and  community  shopping  center.  The  aggregate  investment in the retail
developments during 2000 was $44.9 million.  Management anticipates that it will
invest an additional $47.7 million to complete the retail redevelopments.

Joint Ventures

During  1999,  CRLP entered into a joint  venture with CMS  (CMS/Colonial  Joint
Venture I). In connection  with this joint venture,  CRLP sold the following six
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.  CMS acquired an 85%
interest in the joint venture from CRLP for $80.6  million.  CRLP acquired a 15%
interest  in the joint  venture  and will serve as  manager  of the  properties.
Subsequent to formation,  the joint venture leveraged the properties for a total
of $73.6  million of  non-recourse  notes,  and the  proceeds  were  distributed
proportionately  to the joint venture  partners.  At December 31, 1999 and 2000,
CRLP had an ending net  investment in the joint venture of $2.8 million and $2.4
million,  respectively.  The joint  venture  is  accounted  for using the equity
method.

During 2000,  CRLP entered  into a second joint  venture with CMS  (CMS/Colonial
Joint  Venture  II).  In  connection  with  this  joint  venture,  CRLP sold the
following four properties:  Colonial Grand at Inverness Lakes,  Colonial Village
at Inverness Lakes, Colonial Village at Hillwood,  and Colonial Village at Rocky
Ridge.  CMS  acquired an 85%  interest in the joint  venture from CRLP for $35.4
million.  CRLP  acquired a 15%  interest in the joint  venture and will serve as
manager  of the  properties.  At  December  31,  2000,  CRLP had an  ending  net
investment in the joint venture of $1.0 million.  The joint venture is accounted
for using the equity method.

Financing Activities

CRLP funded a large portion of its  acquisitions,  developments,  and expansions
through  the  issuance of debt  securities.  During  2000,  CRLP  completed  the
following debt transactions:

                                 Debt Offerings

                                                                     Gross
                      Type of                                       Proceeds
      Date              Note           Maturity       Rate       (in thousands)
-----------------  --------------- --------------------------   ----------------
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

During March 2000,  CRLP  increased the borrowing  capacity  under its unsecured
line of credit from $250 million to $300 million. The credit facility,  which is
used by  CRLP  primarily  to  finance  additional  property  investments,  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. As of December 31, 2000, the balance  outstanding on
CRLP's line of credit was $214.4 million.

At December 31, 2000,  CRLP's total  outstanding debt balance was $1.18 billion.
The outstanding balance includes fixed rate debt of $1.04 billion, or 87.9%, and
floating-rate   debt  of  $143.0   million,   or  12.1%.   CRLP's  total  market
capitalization as of December 31, 2000 was $2.2 billion and its ratio of debt to
total market  capitalization was 52.7%.  Certain loan agreements of CRLP contain
restrictive  covenants,  which among other things require maintenance of various
financial  ratios.  At December  31,  2000,  CRLP was in  compliance  with these
covenants.

CRLP entered into several different hedging  transactions in an effort to manage
exposure to changes in interest rates. As a matter of policy, CRLP never engages
in speculative  hedging,  uses plain vanilla type,  over-the-counter  derivative
instruments that are commonly used by public  companies in corporate  America to
meet similar hedging objectives.

On February 10, 2000, CRLP entered into two interest-rate swap agreements on $50
million of its'  medium  term  notes.  Under the terms of the  agreements,  CRLP
received  a fixed  interest  rate of 7.37% and was  required  to pay one-  month
LIBOR.  On October 25, 2000,  CRLP  terminated the swap  agreements and received
$1.5  million.  This premium will be  amortized  over the term of the notes.  An
interest  rate swap in the amount of $125  million is in place on CRLP's line of
credit effective  October 25, 2000. The swap fixes the rate on the floating-line
for one year at a rate of 7.66%.

To reduce  interest costs and to take  advantage of the favorable  interest rate
environment, CRLP engaged in an interest rate swap agreement on $30.2 million of
amortizing  variable rate debt, and fixed the rate on the debt to 6.79% for five
years. In anticipation of a debt offering six months hence,  CRLP entered into a
forward-starting  swap for $32.5  million,  thereby  locking  in a fixed rate of
6.20%.  Additionally,  CRLP purchased an interest rate cap in order to limit the
degree to which interest rates may rise over the next two years.  The cap covers
$30.4 million of LIBOR-based debt at 11.20% through June 30, 2003.

CRLP  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.  CRLP does not  obtain  collateral  or other  security  to
support  financial  instruments  subject to credit risk but  monitors the credit
standing of counterparties.

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.  CRLP  continues  to  work
diligently to improve its credit rating,  in order to reduce its cost of raising
future capital.

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

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.

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 the 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, 2000.

         The table  incorporates  only those exposures that exist as of December
31, 2000; it does not consider those  exposures or positions,  which could arise
after that date.  Moreover,  because firm  commitments  are not presented in the
table above, the information  presented therein has limited predictive value. As
a result,  CRLP's  ultimate  realized gain or loss with respect to interest rate
fluctuations  will depend on the exposures that arise during the period,  CRLP's
hedging strategies at that time, and interest rates.


<PAGE>


Item 8.           Financial Statements and Supplementary Data.

         The following are filed as a part of this report:

                  Financial Statements:

         Consolidated Balance Sheets as of December 31, 2000 and 1999

         Consolidated Statements of Income for the years ended December 31,
         2000, 1999, and 1998

         Consolidated Statements of Partner's Capital for the years ended
         December 31, 2000, 1999, and 1998

         Consolidated Statements of Cash Flows for the years ended December 31,
         2000, 1999, and 1998

         Notes to Consolidated Financial Statements

         Report of Independent Accountants

<PAGE>

<TABLE>
<CAPTION>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

December 31, 2000 and 1999
------------------------------------------------------------------------
                                                   2000           1999
------------------------------------------------------------------------
ASSETS

<S>                                             <C>          <C>
Land, buildings, & equipment, net               $1,769,500   $1,586,332
Undeveloped land and construction in progress       81,333      214,043
Cash and equivalents                                 4,275        4,630
Restricted cash                                      2,479        2,634
Accounts receivable, net                            13,798       10,606
Prepaid expenses                                     4,086        2,371
Notes receivable                                    10,524          695
Deferred debt and lease costs                       17,581       10,500
Investment in partially owned entities              28,129       24,623
Other assets                                        11,842        7,712
                                                ----------   ----------
                                                $1,943,547   $1,864,146
                                                ----------   ----------

LIABILITIES AND PARTNERS' CAPITAL

Notes and mortgages payable                     $1,179,095   $1,039,863
Accounts payable                                       482       10,522
Accounts payable to affiliates                       1,632        4,651
Accrued interest                                    14,536       12,901
Accrued expenses                                     1,859        4,283
Tenant deposits                                      4,009        4,011
Unearned rent                                        4,442        2,820
                                                ----------   ----------
     Total liabilities                           1,206,055    1,079,051
                                                ----------   ----------

Redeemable units, at redemption value              292,570      255,011
Preferred units:
     Series A Preferred Units                      125,000      125,000
     Series B Preferred Units                      100,000      100,000

Partners' capital excluding redeemable units       219,922      305,084
                                                ----------   ----------
                                                $1,943,547   $1,864,146
                                                ----------   ----------

<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, 2000, 1999, 1998
---------------------------------------------------------------------------------------------------
                                                                   2000         1999         1998
---------------------------------------------------------------------------------------------------
Revenue:
<S>                                                             <C>          <C>          <C>
     Base rent                                                  $ 239,359    $ 225,781    $ 206,234
     Base rent from affiliates                                      1,478        1,144          876
     Percentage rent                                                5,699        4,683        4,002
     Tenant recoveries                                             37,051       32,913       31,573
     Other                                                         18,723       17,727       14,531
                                                                ---------    ---------    ---------
         Total revenue                                            302,310      282,248      257,216
                                                                ---------    ---------    ---------
Property operating expenses:
     General operating expenses                                    21,067       20,324       20,590
     Salaries and benefits                                         15,835       14,547       12,600
     Repairs and maintenance                                       28,685       27,664       24,795
     Taxes, licenses, and insurance                                22,914       23,061       22,312
General and administrative                                          8,392        8,442        7,524
Depreciation                                                       59,549       52,913       46,841
Amortization                                                        4,335        2,272        1,806
                                                                ---------    ---------    ---------
         Total operating expenses                                 160,777      149,223      136,468
                                                                ---------    ---------    ---------
         Income from operations                                   141,533      133,025      120,748
                                                                ---------    ---------    ---------
Other income (expense):
     Interest expense                                             (71,855)     (57,211)     (52,063)
     Income (loss) from partially owned entities                    1,700        2,045          (43)
     Gains (losses) from sales of property                          8,165        7,444          (19)
                                                                ---------    ---------    ---------
         Total other expense                                      (61,990)     (47,722)     (52,125)
                                                                ---------    ---------    ---------
         Income before extraordinary items                         79,543       85,303       68,623
Extraordinary loss from early extinguishment of debt                 (418)        (628)        (401)
                                                                ---------    ---------    ---------
         Net income                                                79,125       84,675       68,222
Distributions to preferred unitholders                            (19,813)     (18,531)     (10,938)
                                                                ---------    ---------    ---------
         Net income available to common unitholders                59,312       66,144       57,284
                                                                ---------    ---------    ---------
Basic net income per unit:
                                                                ---------    ---------    ---------
         Income before extraordinary item                       $    1.83    $    1.90    $    1.65
         Extraordinary loss from early extinguishment of debt       (0.01)       (0.02)       (0.01)
                                                                ---------    ---------    ---------
         Net income per common unit                             $    1.82    $    1.88    $    1.64
                                                                ---------    ---------    ---------
Diluted net income per unit:
                                                                ---------    ---------    ---------
         Income before extraordinary item                       $    1.83    $    1.90    $    1.65
         Extraordinary loss from early extinguishment of debt       (0.01)       (0.02)       (0.01)
                                                                ---------    ---------    ---------
         Net income per common unit                             $    1.82    $    1.88    $    1.64
                                                                ---------    ---------    ---------
Weighted average common units outstanding                          32,611       35,183       34,944
                                                                ---------    ---------    ---------

<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, 2000, 1999, 1998
--------------------------------------------------------------------------------
                                                                       Total
                                                                     Partners'
                                                                      Capital
--------------------------------------------------------------------------------
<S>                                                             <C>
Balance, December 31, 1997                                       $   365,697
     Cash contributions                                              142,243
     Distributions                                                   (76,545)
     Net income                                                       57,284
     Earnings in minority interest property                              153
     Issuance of limited partnership units                            23,400
     Allocations to redeemable units                                  16,895
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

For the Years Ended December 31, 2000, 1999, 1998
-------------------------------------------------------------------------------------------------------------
                                                                             2000         1999         1998
-------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:

<S>                                                                       <C>          <C>          <C>
     Net  income                                                          $  79,125    $  84,675    $  68,222
     Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                       63,884       55,185       48,647
         Income from partially owned entities                                (1,700)      (2,045)        (110)
         (Gains) losses from sales of property                               (8,165)      (7,444)          19
         Other, net                                                           1,932        1,767          336
         Decrease (increase) in:
             Restricted cash                                                    155          263         (232)
             Accounts receivable                                             (4,621)      (2,594)      (4,287)
             Prepaid expenses                                                (1,327)         805          (75)
             Other assets                                                   (11,567)      (3,939)         911
         Increase (decrease) in:
             Accounts payable                                               (13,059)       2,353       (1,413)
             Accrued interest                                                 1,635          850        5,525
             Accrued expenses and other                                      (1,622)        (179)      (2,967)
                                                                         ----------    ---------    ---------
             Net cash provided by operating activities                      104,670      129,697      114,576
                                                                         ----------    ---------    ---------
Cash flows from investing activities:

     Acquisition of properties                                              (25,535)     (45,164)    (312,585)
     Development expenditures                                               (21,693)     (98,414)     (62,075)
     Development expenditures paid to an affiliate                          (78,066)     (84,256)     (40,347)
     Tenant improvements                                                    (24,592)      (8,424)      (4,140)
     Issuance of notes receivable                                            (2,679)         (88)        (182)
     Capital expenditures                                                   (16,194)     (18,867)     (24,982)
     Proceeds from sales of property, net of selling costs                   57,771      119,552       52,238
     Distributions from partnerships                                          3,968        8,821       32,314
     Capital contributions to partnerships                                   (5,775)      (5,237)      (5,850)
                                                                         ----------    ---------    ---------
             Net cash used in investing activities                         (112,795)    (132,077)    (365,609)
                                                                         ----------    ---------    ---------
Cash flows from financing activities:

     Principal reductions of debt                                           (40,346)     (59,507)     (31,725)
     Proceeds from additional borrowings                                    193,518      136,200      173,976
     Net change in revolving credit balances                                (13,940)      53,848       57,403
     Proceeds from preferred unit issuance, net of expenses paid                -0-       97,396          -0-
     Cash contributions                                                      10,120        3,686      142,243
     Redemption of partnership units                                        (37,937)    (122,136)         -0-
     Distributions to common and preferred unitholders                      (99,248)    (104,826)     (87,483)
     Payment of mortgage financing cost                                      (3,979)      (1,607)      (3,734)
     Other, net                                                                (418)        (626)         401
                                                                         ----------    ---------    ---------
             Net cash provided by financing activities                        7,770        2,428      251,081
                                                                         ----------    ---------    ---------
             Increase (decrease) in cash and equivalents                       (355)          48           48
Cash and equivalents, beginning of period                                     4,630        4,582        4,534
                                                                         ----------    ---------    ---------
Cash and equivalents, end of period                                       $   4,275    $   4,630    $   4,582
                                                                         ----------    ---------    ---------

Supplemental disclosures of cash flow information:

     Cash paid during the year for interest, net of amounts capitalized   $  70,210    $  56,352    $  46,534
                                                                         ----------    ---------    ---------
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>

Notes to Consolidated Financial Statements

1. Organization and Basis of Presentation

         Organization - Colonial  Realty  Limited  Partnership  (the  "Operating
Partnership" or "CRLP"), a Delaware limited partnership, was formed on August 6,
1993, to succeed as owner of  substantially  all of the predecessor  interest of
Colonial  Properties,  Inc. (CPI),  Equity Partners Joint Venture,  and Colonial
Properties Management Association, and certain real estate interest of Thomas H.
Lowder, Robert E. Lowder, James K. Lowder, Catherine K. Lowder, and the Bellwood
Trust  (collectively  referred to as the  Colonial  Group for  purposes of these
financial statements).  CRLP is the operating partnership of Colonial Properties
Trust, an Alabama real estate  investment trust (the "Company") whose shares are
listed  on the  New  York  Stock  Exchange  ("NYSE").  CRLP  is  engaged  in the
ownership,   development,   management,   and  leasing  of  multifamily  housing
communities,  retail malls and centers, and office buildings. Certain parcels of
land are also included.

         Federal  Income Tax Status -No  provision  for income taxes is provided
since all  taxable  income or loss or tax  credits  are  passed  through  to the
partners.  The Company, which is considered a corporation for federal income tax
purposes,  qualifies  as a real estate  investment  trust  ("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.

         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 the lower of cost or net realizable value.
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.

         Derivatives--CRLP  has certain  involvement  with derivative  financial
instruments  but  does  not use them for  trading  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.  Premiums paid for purchased
interest  rate cap  agreements  are  amortized  to expense over the terms of the
caps.  Unamortized  premiums are included in other assets in the balance sheets.
Amounts  receivable  under cap agreements are accrued as a reduction of interest
expense.  Payments  under  interest  rate  swap  agreements  are  recognized  as
adjustments to interest  expense as incurred.  Treasury lock agreements are used
by CRLP to set interest  rates in  anticipation  of public debt  offerings.  Any
gains or losses  related to treasury  locks are  included  in deferred  debt and
lease cost on the balance sheet and amortized  over the life of the related debt
to the extent that such treasury  locks are utilized.  All  unutilized  treasury
locks are expensed when their future  utility  expires.  All treasury locks were
utilized during 2000 and 1999.

         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.

         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  generally  accepted  accounting  principles  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 Board of  Trustees of the
Company  authorized  a common  unit  repurchase  program  under  which  CRLP may
repurchase  up to $150 million of its  currently  outstanding  common units from
time to time at the  discretion  of  management  in open  market and  negotiated
transactions. During 2000, CRLP repurchased 1,370,424 units at an all in cost of
$37.9 million, which represents an average purchase price of $27.66 per unit. To
date,  CRLP has repurchased  5,983,239 units at an all-in cost of  approximately
$160 million,  which represents an average purchase price of $26.75. These units
are included within treasury stock, which is a reduction of unitholders' equity.
Approximately  $10.0 million,  or 425,925 of the units repurchased were reissued
to the Board of Trustees and certain members of management through the Executive
Unit Purchase Program (See Note 10).

         Reclassifications--Certain  immaterial reclassifications have been made
to the 1998 and 1999  financial  statements in order to conform them to the 2000
financial  statement  presentation.  These  reclassifications  have no impact on
partners' capital or net income.

<PAGE>

3.  Property Acquisitions and Dispositions

         CRLP  acquired  one  operating  property  during  2000,  two  operating
properties  during 1999,  and 12  properties  during 1998 at aggregate  costs of
$25.4 million,  $45.8 million,  and $348.6  million,  respectively.  CRLP funded
these  acquisitions  with cash proceeds from its public offerings of equity (see
Note 10) and 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 9), and cash from operations.

         The properties acquired during 2000, 1999, and 1998 are listed below:

                                                                       Effective
                                                                     Acquisition

                                                  Location           Date
                                             -----------------------------------
     Multifamily Properties:
     Colonial Village at Ashley Plantation   Bluffton, SC      May 1, 1998
     Colonial Village at Haverhill           San Antonio, TX   July 1, 1998
     Colonial Village at Walton Way          Augusta, GA       July 1, 1998

     Office Properties:
     Perimeter Corporate Park                Huntsville, AL    January 1, 1998
     Independence Plaza                      Birmingham, AL    January 1, 1998
     Shades Brook Building                   Birmingham, AL    July 1, 1998
     Colonial Center at Mansell Overlook 200 Atlanta, GA       July 1, 1998
     Concourse Center                        Tampa, FL         July 1, 1998
     Emmett R. Johnson Building              Birmingham, AL    June 1, 1999

     Retail Properties:
     Orlando Fashion Square                  Orlando, FL       May 29, 1998
     Shoppes at Mansell                      Atlanta, GA       July 1, 1998
     Colonial Mall Bel Air                   Mobile, AL        December 29, 1998
     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 14)

         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,  1999,  and 1998 are
comprised of the following:

<TABLE>
<CAPTION>

(in thousands)                                     2000        1999        1998
                                              ---------   ---------   ---------
Assets purchased:
<S>                                           <C>         <C>         <C>
      Land, buildings, and equipment          $  26,218   $  56,026   $ 348,564
      Other assets                                  472          60           0
                                              ---------   ---------   ---------
                                                 26,690      56,086     348,564
Notes and mortgages assumed                           0           0      (7,509)
Other liabilities assumed or recorded              (818)       (660)     (5,070)
Issuance of limited partnership units
      of Colonial Realty Limited Partnership       (337)    (10,262)    (23,400)
                                              ---------   ---------   ---------
Cash paid                                     $  25,535   $  45,164   $ 312,585
                                              ---------   ---------   ---------
</TABLE>
<PAGE>

         During 2000, CRLP disposed of five multifamily properties  representing
1,132  units and one retail  property  representing  165,684  square  feet.  The
dispositions  included  Colonial Grand at Inverness  Lakes,  Colonial Village at
Inverness Lakes, Colonial Village at Hillwood,  Colonial Village at Rocky Ridge,
Colonial Grand at Palm Aire, and Colonial  Promenade  Abingdon.  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,  which included  Colonial Grand at Kirkman,  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.  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).

         During  1998,  CRLP sold  Orlando  Fashion  Square  to a joint  venture
equally  owned by CRLP and an  unrelated  party.  Proceeds  received  from  this
contribution were used to fund additional  acquisitions and  developments.  CRLP
accounts for its 50% 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, 2000 and 1999:

                                                    (in thousands)
                                              2000                  1999
                                      ------------------   --------------------
         Buildings                    $      1,621,355     $       1,464,148
         Furniture and fixtures                 54,127                46,108
         Equipment                              19,565                14,106
         Land improvements                      48,300                36,631
         Tenant improvements                    43,242                23,290
                                      ------------------   -------------------
                                             1,786,589             1,584,283
         Accumulated depreciation             (255,735)             (206,451)
                                      ------------------   -------------------
                                             1,530,854             1,377,832
         Land                                  238,646               208,500
                                      ------------------   -------------------
                                     $       1,769,500     $       1,586,332
                                      ==================   ===================

5.  Undeveloped Land and Construction in Progress

         During  2000  CRLP  completed  the   construction  of  six  multifamily
development  projects,  one office development project, one office redevelopment
project,  and three  retail  development  projects  at a combined  total cost of
$230.8  million.  The  multifamily   development  projects  produced  1,852  new
apartment units, the office development  project produced 163,252 square feet of
new office space, and the retail  development  projects  produced 711,197 square
feet of new space. The completed development projects are as follows:

<TABLE>
<CAPTION>

                                                                               Total     Total

Completed Developments and Redevelopments:                    Location        Units/Sq.   Cost
                                                              --------------  --------  --------
Multifamily Properties

<S>                                                          <C>                <C>    <C>
Colonial Grand at Heather Glen                                Orlando, FL          448  $ 35,221
Colonial Grand at Liberty Park                                Birmingham, AL       300    27,859
Colonial Grand at Madison                                     Huntsville, AL       336    23,835
Colonial Grand at Promenade                                   Montgomery, AL       384    28,434
Colonial Grand at Reservoir                                   Jackson, MS          170    14,301
Colonial Village at Ashley Plantation II (expansion)          Bluffton, SC         214    13,300
                                                                              --------  --------
                                                                                 1,852  $142,950
                                                                              --------  --------
Office Properties

Colonial Center at Mansell Overlook 300                       Atlanta, GA      163,252    22,634
Independence Plaza (redevelopment)                            Birmingham, AL   107,281     1,798
                                                                              --------  --------
                                                                               270,533  $ 24,432
                                                                              --------  --------
Retail Properties

Colonial Promenade Trussville                                 Birmingham, AL   388,302    33,729
Colonial Promenade Tutwiler Farm                              Birmingham, AL   212,075    24,753
Colonial Promenade Madison (1)                                Huntsville, AL   110,820     4,892
                                                                              --------  --------
                                                                               711,197  $ 63,374
                                                                              --------  --------
          Total                                                                         $230,756
                                                                                        ========

<FN>

(1) This  property  is owned 50%  through  a joint  venture.  Development  costs
presented are 50% of total costs.

</FN>
</TABLE>

         CRLP currently has 6 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, 2000:

<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      2001        $       37,950    $         8,313
   Colonial Grand at TownPark - Sarasota                  272      2001                20,619              6,901
   Colonial Village at Walton Way (redevelopment)         256      2001                 3,315              3,244
                                                   -----------                 ---------------     --------------
        Total Multifamily Projects                        984                          61,884             18,458

   Office Projects:

   Colonial Center at Town Park 100                   155,386      2001                21,218              3,609

   Retail Projects:

   Brookwood Village Mall (redevelopment)             750,754      2001                48,206              9,105
   Northdale Court (redevelopment)                    192,726      2001                 5,927              3,028
                                                   -----------                   -------------     --------------
        Total Retail Projects                         943,480                          54,133             12,133

   Mixed Use Projects Infrastructure

   Colonial TownPark - Lake Mary                                                       33,168             26,150
   Colonial TownPark - Sarasota                                                         6,410              5,731

   Other Projects and Undeveloped Land                                                                    15,252
                                                                               ---------------   ----------------
                                                                               $      198,796    $        81,333
                                                                               ===============   ================
</TABLE>

         Interest capitalized on construction in progress during 2000, 1999, and
1998 was $9.6 million, $8.7 million, and $3.7 million, respectively.
<PAGE>

6.  Investment in Partially Owned Entities

         Investment  in partially  owned  entities at December 31, 2000 and 1999
consists of the following:

<TABLE>
<CAPTION>

(in thousands)                                                   Percent
                                                                  Owned            2000           1999
                                                                -----------    ------------  -------------
         Multifamily:

<S>                                                                 <C>      <C>                     <C>
         CMS/Colonial Joint Venture I                               15.00%   $        2,396  $       2,789
         CMS/Colonial Joint Venture II                              15.00%              984              0
                                                                               ------------  -------------
                                                                                      3,380          2,789

         Office:
         600 Building Partnership, Birmingham, AL                   33.33%             (27)           (16)
         Anderson Block Properties Partnership,
             Montgomery, AL                                         33.33%                0            (2)
                                                                               -------------   ------------
                                                                                       (27)           (18)

         Retail:

         Orlando Fashion Square Joint Venture, Orlando, FL          50.00%           18,981         19,777
         Parkway Place Limited Partnership, Huntsville, AL          50.00%            5,742          2,035
                                                                               -------------   ------------
                                                                                     24,723         21,812

         Other:
         Colonial/Polar-BEK Management Company,
           Birmingham, AL                                           50.00%               53             40
                                                                             ---------------  -------------
                                                                             $       28,129   $     24,623
                                                                             ===============  =============
</TABLE>

         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.

<PAGE>

     Combined  financial  information for CRLP's  investments in partially owned
entities for 2000 and 1999 follows:

                                                           December 31,
                                               ---------------------------------
(in thousands)                                         2000             1999
                                               ---------------------------------
Balance Sheet
Assets

     Land, building, & equipment, net                 $ 249,035      $ 198,777
     Construction in progress                             8,948          6,399
     Other assets                                        22,771          3,499
                                               ---------------------------------
       Total assets                                   $ 280,754      $ 208,675
                                               =================================

Liabilities and Partners' Equity

     Notes payable                                    $ 210,611      $ 150,542
     Other liabilities                                      530          6,705
     Partners' Equity                                    69,613         51,428
                                               ---------------------------------
       Total liabilities and partners' capital        $ 280,754      $ 208,675
                                               =================================

Statement of Operations

     (for the year ended)

Revenues                                               $ 34,543       $ 23,860
Operating expenses                                      (11,749)        (7,974)
Interest expense                                        (13,045)        (7,263)
Depreciation, amortization, and other                    (5,824)        (3,770)
                                               ---------------------------------
     Net income                                         $ 3,925        $ 4,853
                                               =================================


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."
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,
2000, 1999, and 1998 is as follows:

<PAGE>

<TABLE>
<CAPTION>

(in thousands)
-----------------------------------------------------------------------------------------------------------------
2000                                       Multifamily           Office             Retail            Total
-----------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>                <C>               <C>
Divisional revenues                             $116,005           $ 50,250           $135,055          $301,310
NOI                                               78,075             35,573             99,162           212,810
Divisional assets                                728,996            328,746            800,221         1,857,963
-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
1999                                       Multifamily           Office             Retail            Total
-----------------------------------------------------------------------------------------------------------------
Divisional revenues                             $115,724           $ 41,324           $124,509          $281,557
NOI                                               75,929             29,263             90,709           195,901
Divisional assets                                768,798            289,288            739,518         1,797,604
-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
1998                                       Multifamily           Office             Retail            Total
Divisional revenues                             $104,462           $ 34,409           $117,572          $256,443
NOI                                               68,789             24,307             83,059           176,155
Divisional assets                                783,097            240,161            683,042         1,706,300
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         A  reconciliation  of total segment  revenues to total revenues,  total
segment NOI to income  before  extraordinary  items and minority  interest,  and
total divisional assets to total assets,  for the years ended December 31, 2000,
1999, and 1998, is presented below:
<TABLE>
<CAPTION>

(in thousands)
-----------------------------------------------------------------------------------------------
Revenues                                       2000               1999               1998
-----------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                <C>
Divisional revenues                            $ 301,310          $ 281,557          $ 256,443
Unallocated corporate revenues                     1,000                691                773
-----------------------------------------------------------------------------------------------
     Total revenues                            $ 302,310          $ 282,248          $ 257,216
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
NOI                                            2000               1999               1998
-----------------------------------------------------------------------------------------------
Total divisional NOI                           $ 212,810          $ 195,901          $ 176,155
Unallocated corporate revenues                     1,000                691                773
General and administrative                        (8,392)            (8,442)            (7,524)
Depreciation                                     (59,549)           (52,913)           (46,841)
Amortization                                      (4,335)            (2,272)            (1,806)
Other                                                 (1)                60                 (9)
-----------------------------------------------------------------------------------------------
     Income from operations                      141,533            133,025            120,748
-----------------------------------------------------------------------------------------------
Total other expense                              (61,990)           (47,722)           (52,125)
-----------------------------------------------------------------------------------------------
Income before extraordinary
  items and minority interest                   $ 79,543           $ 85,303           $ 68,623
------------------------------------------===============----===============----===============

                                            (in thousands)
-----------------------------------------------------------------------------------------------
Assets                                         2000               1999               1998
-----------------------------------------------------------------------------------------------
Total divisional assets                      $ 1,857,963        $ 1,797,604        $ 1,706,300
Unallocated corporate assets (1)                  85,584             66,542             50,248
-----------------------------------------------------------------------------------------------
     Total assets                            $ 1,943,547        $ 1,864,146        $ 1,756,548
-----------------------------------------------------------------------------------------------

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

8.  Notes and Mortgages Payable

         Notes and  mortgages  payable at December  31, 2000 and 1999 consist of
the following:


                                                       (in thousands)
                                                   2000              1999
                                             ---------------- -----------------

         Revolving credit agreement          $        214,397  $        228,337
         Mortgages and other notes:
           4.00% to 6.00%                              52,975            66,305
           6.01% to 7.50%                             593,005           517,554
           7.51% to 9.00%                             314,014           222,785
           9.01% to 10.25%                              4,704             4,882
                                             ---------------- -----------------
                                             $      1,179,095  $      1,039,863
                                             ================ =================



<PAGE>

As of December 31, 2000, 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, 2000,  of $214.4  million.  The  interest  rate of this  short-term
borrowing facility, including the competitive bid balance, is 7.66% and 7.43% at
December 31, 2000 and 1999, respectively.

         During  2000  and  1999,  CRLP  completed  seven  public  offerings  of
unsecured  medium  term debt  securities  totaling  $152.5  million  through its
subsidiary  CRLP. 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:

                                                                      Gross
                      Type of                                       Proceeds
      Date              Note           Maturity       Rate       (in thousands)
-----------------  --------------- --------------------------   ----------------
August, 1999       Medium-term     August, 2002      7.93%   $            57,500
August, 1999       Medium-term     August, 2004      8.19%                25,000
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
                                                                ----------------
                                                             $           152,500
                                                                ----------------

         CRLP entered into several different  hedging  transactions in an effort
to manage  exposure to changes in interest  rates.  As a matter of policy,  CRLP
never   engages  in   speculative   hedging,   but  uses  plain   vanilla  type,
over-the-counter  derivative  instruments  that  are  commonly  used  by  public
companies in corporate America to meet similar hedging objectives.

         On  February  10,  2000,  CRLP  entered  into  two  interest-rate  swap
agreements  on $50 million of its'  medium  term  notes.  Under the terms of the
agreements, CRLP received a fixed interest rate of 7.37% and was required to pay
one- month LIBOR.  On October 25, 2000,  CRLP terminated the swap agreements and
received  $1.5  million.  This premium  will be  amortized  over the term of the
notes. An interest rate swap in the amount of $125 million is in place on CRLP's
line of  credit  effective  October  25,  2000.  The swap  fixes the rate on the
floating-line for one year at a rate of 7.66%.

         To  reduce  interest  costs  and to  take  advantage  of the  favorable
interest rate  environment,  CRLP engaged in an interest rate swap  agreement on
$30.2 million of amortizing  variable rate debt,  and the fixed rate on the debt
to 6.79% for five years.  In  anticipation  of a debt offering six months hence,
CRLP entered into a forward-starting swap for $32.5 million,  thereby locking in
a fixed rate of 6.20%.  Additionally,  CRLP  purchased  an interest  rate cap in
order to limit  the  degree to which  interest  rates may rise over the next two
years.  The cap covers $30.4 million of LIBOR-based  debt at 11.20% through June
30, 2003.

         Treasury  lock  agreements  are used by CRLP to set  interest  rates in
anticipation of public debt  offerings.  CRLP 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.  CRLP does not  obtain
collateral or other security to support financial  instruments subject to credit
risk but monitors the credit standing of counterparties.

         At December 31, 2000, CRLP had $896.0 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 $344.7 million at December 31, 2000.

         The  aggregate  maturities of notes and  mortgages  payable,  including
CRLP's line of credit at December 31, 2000, are as follows:

                                        (in thousands)
         2001                         $          79,326
         2002                                    59,461
         2003                                   323,107
         2004                                   100,974
         2005                                    77,422
         Thereafter                             538,805
                                     ------------------
                                      $       1,179,095
                                     ==================

         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, 2000 and 1999 was approximately  $1.15 billion
and $1.05 billion, respectively.

         Certain loan agreements of CRLP contain restrictive  covenants,  which,
among other things, require maintenance of various financial ratios. At December
31, 2000, CRLP was in compliance with those covenants.

         Certain partners of CRLP have guaranteed  indebtedness of CRLP totaling
$0.6 million at December 31, 2000. CRLP has indemnified  these  individuals from
their guarantees of this indebtedness.  Certain partners of CRLP have guaranteed
indebtedness  of CRLP  totaling  $27.3  million  at  December  31,  2000.  These
individuals have not been indemnified by CRLP.

9.        Capital Structure

         At December 31, 2000, the Company  controlled  CRLP as the sole general
partner and as the holder of 64.9% of the common  units of CRLP and 55.6% of the
preferred Units (the "Series A Preferred  Units").  The limited partners of CRLP
who hold units,  are those persons  (including  certain  officers and directors)
who,  at the  time of the  Initial  Public  Offering,  elected  to hold all or a
portion of their interest in the form of Units rather than  receiving  shares of
common  stock of the  Company,  or  individuals  from whom the Company  acquired
certain properties, who elected to receive Units in exchange for the properties.
Each Unit may be redeemed  by the holder  thereof for either one share of Common
Stock  or cash  equal  to the  fair  market  value  thereof  at the time of such
redemption,  at the option of CRLP.  Additionally,  in 1999,  CRLP  issued  $100
million of Series B Cumulative  Redeemable  Perpetual Preferred Units ("Series B
Units") in a private  placement,  that are  exchangeable  for Series B Preferred
Shares of the Company after ten years at the option of the holders of the Series
B Units. (See Note 10)

         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.

10.  Cash Contributions

         During  1998,  the Company  completed  four public  offerings of common
shares totaling 4,609,438 common shares of beneficial interest.  The proceeds of
the offerings were used to fund acquisition and development expenditures,  repay
balances  outstanding on CRLP's revolving credit agreement,  repay certain notes
and mortgages payable,  and for general corporate purposes.  Details relating to
these equity offerings are as follows:
<TABLE>
<CAPTION>

                                                                                         (in thousands)
                                                                            ------------------------------------------
                      Type of           Number of           Price Per          Gross        Offering          Net
      Date            Offering            Shares              Share           Proceeds        Costs        Proceeds
-----------------  --------------- --------------------   ---------------   -------------  ------------   ------------
<S>       <C>                            <C>           <C>               <C>             <C>            <C>
February, 1998         Common            375,540       $     30.0000     $        11,266 $         627  $      10,639
March, 1998            Common            806,452       $     31.0000     $        25,000 $       1,389  $      23,611
March, 1998            Common            381,046       $     31.0000     $        11,812 $         656  $      11,156
April, 1998            Common           3,046,400      $     30.1250     $        91,773 $       4,973  $      86,800
</TABLE>

<PAGE>

         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.

         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.

11.  Employee Benefits

         Employees of CRLP  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, 2000 and 1999, as it relates to the employees of CRLP.
<TABLE>
<CAPTION>

(in thousands)                                                              2000              1999
-------------------------------------------------------------------    ---------------    --------------
Actuarial present value of accumulated benefit obligation
<S>                                                                          <C>               <C>
      including vested benefits of $1,462 and $1,030                          $ 1,918           $ 1,312
      at December 31, 2000 and 1999, respectively
Actuarial present value of projected benefit obligations
      at year end                                                             $ 3,460           $ 2,538
Fair value of assets at year end                                              $ 1,135           $ 1,030
Accrued pension cost                                                          $ 2,106           $ 1,481
Net pension cost for the year                                                   $ 625             $ 613

</TABLE>

Actuarial  assumptions  used in  determining  the  actuarial  present  value  of
accumulated benefit obligations at January 1, 2000, are as follows:
<TABLE>
<CAPTION>

                                                                            2000              1999
                                                                       ---------------    --------------
<S>                                                                             <C>               <C>
Weighted-average interest rate                                                  7.50%             8.00%
--------------------------------------------------------------------------------------------------------
Increase in future compensation levels                                          4.00%             4.25%
</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  discretion.  Contributions by CRLP were
approximately $313,000,  $275,000, and $178,000 for the years ended December 31,
2000, 1999 and 1998, respectively.

<PAGE>

12.  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, 2000, are as follows:


                                                (in thousands)
                                              -----------------
         2001                                $        141,668
         2002                                         128,587
         2003                                         110,983
         2004                                          94,555
         2005                                          76,033
         Thereafter                                   278,683
                                              -----------------
                                             $        830,509
                                              =================


         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, 2000 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 2000, 1999, and 1998 includes percentage rent of $5.7
million,  $4.7 million, and $4.0 million,  respectively.  This rental income was
earned when certain  retail tenants  attained  sales volumes  specified in their
respective lease agreements.

13.  Related Party Transactions

         CRLP has generally used affiliated construction companies to manage and
oversee its development and expansion projects.  CRLP paid $46.7 million,  $62.8
million and $40.0 million for property  development costs to Lowder Construction
Company,  Inc., a construction  company owned by The Colonial  Company (TCC) (an
affiliate of certain partners and trustees), during the years ended December 31,
2000,  1999 and 1998,  respectively.  Of these  amounts,  $43.2  million,  $55.4
million and $37.3 million was then paid to unaffiliated  subcontractors  for the
construction of these  development and expansion  projects during 2000, 1999 and
1998,  respectively.  CRLP had outstanding  construction  invoices and retainage
payable to Lowder  Construction  Company,  Inc.  totaling  $1.4 million and $5.7
million  at  December  31,  2000 and 1999,  respectively.  CRLP also paid  $31.3
million,  $21.5  million and $0.4 million for property  construction  costs to a
construction  company  owned by a trustee  during the years ended  December  31,
2000,  1999 and 1998,  respectively.  Of these  amounts,  $28.2  million,  $19.4
million and $0.4 million was then paid to  unaffiliated  subcontractors  for the
construction  of  these  development   projects  during  2000,  1999  and  1998,
respectively.  CRLP had outstanding  construction invoices and retainage payable
to this construction  company totaling $0.2 million and $0.7 million at December
31, 2000 and 1999, 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 units
valued at approximately $0.3 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
CRLP.

<PAGE>

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

         Date                  Property and Land Acquired             Purchase Price           Units Issued
----------------------- ------------------------------------------ --------------------- -------------------------
<S>       <C>                                             <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
November 1998           Colonial Center at Research Park           $1.0 million          36,647CRLP Units
September 1998          1800 International Park                    $1.8 million (2)
October 1998            Colonial Grand at Promenade                $1.5 million          34,700 CRLP Units
July 1998               Colonial Center 100 at Mansell Overlook    $27.7 million         396,365 CRLP Units
July 1998               Shoppes at Mansell                         $3.7 million          76,809 CRLP Units

<FN>
(1)  Represents the remaining 20.2% interest in the property.
(2)  In connection with purchase, CRLP issued a $1.8 million note payable
     to a related entity, which was repaid in 1999.
</FN>
</TABLE>
         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)
                                                   ----------------------
                                                2000       1999       1998
                                             ----------------------------------
       Rental income                           $1,478     $1,144      $876
       Management/other fee income                300        262       289
           Insurance brokerage expense           (198)      (167)     (131)

14. Recent Pronouncements of the Financial Accounting Standards Board

         In June 1998,  the FASB  issued SFAS No. 133  (subsequently  amended by
SFAS No. 137 and 138), which established new accounting and reporting  standards
for derivative instruments.  CRLP is required to adopt this statement on January
1, 2001.  This statement  requires CRLP to recognized all  derivatives as either
assets or liabilities on the balance sheet and measure the  effectiveness of the
hedges,  or the degree that the gain (loss) for the hedging  instrument  offsets
the loss (gain) on the hedged item,  at fair value each  reporting  period.  For
hedges that fix the forecasted  future cash flows of a borrowing,  the effective
portion of the gain or loss on the derivative  instrument  will be recognized in
other  comprehensive  income as a component  of equity  until the hedged item is
recognized in earnings.  For fair value hedges,  both the hedging instrument and
the hedged  item are  recorded on the balance  sheet at their fair  values.  Any
change in their fair value is reported in  earnings in each  period.  Swaps that
convert fixed rate payments to floating rate payments are considered  fair value
hedges.

         On  adoption  of SFAS No. 133 in January  2001,  CRLP will record a net
transition  adjustment of $885,000 in  accumulated  other  comprehensive  income
(capital).  Adoption  of the  standard  will  also  result  in CRLP  recognizing
$885,000  of  derivative  instrument  liabilities.  In  general,  the  amount of
volatility will vary with the level of derivative activities during any period.

15.  Subsequent Events

         On January 27, 2001, the Board of Trustees declared a cash distribution
to  partners  of CRLP in the amount of $.63 per unit and per  partnership  unit,
totaling $20.1 million.  The  distribution  was made to partners of record as of
February 8, 2001, and was paid on February 15, 2001.

         On February 6, 2001, the Company filed a registration statement on Form
S-3 with the Securities and Exchange Commission ("SEC") to register the issuance
of up to 425,925  Common  Units upon the  redemption  of an equal number of CRLP
Units issued to employees  and trustees of CRLP in January 2000 through the Unit
Purchase Program (see Note 10). In the same registration statement,  the Company
also  registered  the resale of up to  10,787,325  Common Units that are already
outstanding or that may be issued upon redemption of currently  outstanding CRLP
Units.

<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  (the  "Company") at December 31, 2000 and
1999, and the results of its operations and its cash flows for each of the three
years in the period  ended  December  31,  2000 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 16, 2001, except for Note 17, as
     to which the date is February 26, 2001


<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,  51,  has been a trustee  of the  Company  since its
formation  in July 1993.  He is the chairman of the board,  president  and chief
executive  officer of the  Company.  Mr.  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 the Company. Mr. Lowder is
a member of the National  Association of Real Estate Investment Trusts (NAREIT),
the National  Association  of  Industrial  Office Parks,  and the  International
Council of Shopping Centers. He serves on the Board of Directors of, among other
organizations,  the Children's Hospital of Alabama,  the Community Foundation of
Greater Birmingham,  American Red Cross - Birmingham Area Chapter and the United
Way of Central Alabama. Mr. Lowder is a member of the Executive Committee of the
board of  trustees  and a member of the  board of  directors  of the  Management
Corporation.

         Carl F. Bailey, 70, has been a trustee of the Company and a director of
Colonial  Properties  Services,  Inc., which conducts the Company's  third-party
management,  leasing and brokerage  operations (the  "Management  Corporation"),
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 president of BDI, a distribution  company, vice
chairman of Polymers, Inc., and a member of the board of directors 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, 65, 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 general contracting firm located in Birmingham,  Alabama that
is ranked  consistently among ENR's "Top 100 Contractors." He serves as chairman
of the Baptist Hospital Foundation,  and serves on the board of directors of the
Metropolitan Development Board of Birmingham,  and is a past director of AmSouth
Bank, the Southern  Research  Institute,  the Alabama  Chamber of Commerce,  the
Associated  General  Contractors,  the Building Science Advisory Board of Auburn
University,  the Business Council of Alabama and the United Way of Alabama.  Mr.
Gorrie is chairman of the  Executive  Committee and is a member of the Executive
Compensation  Committee  of the  board of  trustees.  He also is a member of the
executive  compensation  committee of the board of  directors of the  Management
Corporation.

         James K.  Lowder,  51 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., chairman of
the board of Lowder New Homes, Inc., chairman of the board of Colonial Insurance
Agency, Inc., chairman of the board of Lowder Realty Company,  Inc., chairman of
the board of Colonial  Commercial  Development,  Inc.,  chairman of the board of
Colonial  Homes,  Inc.,  chairman  of the board of American  Colonial  Insurance
Company,  chairman of the board of Colonial Commercial Realty, Inc. and chairman
of the board of Colonial CommercialInvestments,  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,  73, 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,  50,  has  been a  trustee  of the  Company  since
September 1993. Since 1990, Mr. Nielsen has been president 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 and a
member of the  Executive  Committee  of the board of trustees and is chairman of
its Option Plan Subcommittee.

         William M.  Johnson,  54, 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 The Mission  Society for United  Methodists
and a member of the Board of  Directors  of Reach Out  Ministries.  Mr.  Johnson
serves as an advisor in strategic planning for not-for-profit agencies. In 1999,
Mr.  Johnson  established a family  foundation  that  partners  with  thirty-two
agencies and ministries.  Mr. Johnson is a member of the Executive  Compensation
Committee and Executive Committee of the board of trustees of the Company.

         Donald T.  Senterfitt,  81,  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 of the  Mid-Florida  Business  Hall of Fame and the
President's Council of the University of Florida. He is a member of the board of
directors  and  currently  serves as  president  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.  Mr.  Senterfitt  is a member  of the  Audit  Committee  of the board of
trustees of the Company.

         Harold W.  Ripps,  62, 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 and is a member of the board of directors and
the executive compensation committee of the Management Corporation.


<PAGE>




                        Executive Officers of the Company

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

         Thomas H. Lowder, 51, has been President and Chief Executive Officer of
the  Company  and a trustee  of the  Company,  since  1993.  Mr.  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
the Company.  Mr. Lowder is a member of the National  Association of Real Estate
Investment Trusts (NAREIT), the National Association of Industrial Office Parks,
and the  International  Council of Shopping  Centers.  He serves on the Board of
Directors of, among other organizations, the Children's Hospital of Alabama, the
Community Foundation of Greater Birmingham, American Red Cross - Birmingham Area
Chapter  and the United Way of Central  Alabama.  Mr.  Lowder is a member of the
Executive  Committee  of the  board of  trustees  and a member  of the  board of
directors of the Management Corporation.

         C. Reynolds  Thompson,  III, 38, 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., 53, Chief Financial Officer of the Company, with
general  responsibility  for financing  matters  since May 1997.  Mr. 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.  Mr.  Nelson  presently  serves on the
Birmingham-Southern  College  Edward Lee Norton Board of Advisors for Management
and Professional  Education,  the College of Business Advisory Council of Auburn
University  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)  and on the  Board of  Directors  of the
Children's Harbor Family Center.  Nelson holds a Bachelor or Science Degree from
Auburn University.

         John   P.   Rigrish,   52,   Chief   Administrative    Officer,    with
responsibilities  for  the  supervision  of  Accounting  Operations,  Management
Information Systems,  Human Resources and Employee Services since 1998. Prior to
joining Colonial,  Mr. Rigrish worked for BellSouth in Corporate  Administration
and Services.  Mr. Rigrish holds a Bachelor's 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.

         Paul F. Earle, 42, 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. Earl  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.

         John N. Hughey, 41, has been Executive Vice  President-Retail  Division
of the  Company,  with  responsibility  for all retail  properties  owned and/or
managed by the Company,  since May 1997. He joined  Colonial in 1982 and assumed
responsibility for an increasing number of shopping centers until being named to
Senior Vice President-Retail  Division of Colonial in 1991. Mr. 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,   54,   Executive   Vice  President  -  Mixed-Use
Development  Division of Colonial  Properties Trust, 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, 46, Executive Vice President-Office Division of
Colonial  Properties  Trust, 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, 51, 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"):

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                        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>
Thomas H. Lowder                 2000  $315,000 $    --          --          $119,000          37,500           $5,062
 Chairman of the Board           1999   315,000      --          --            47,600          50,000            4,800
 President and Chief Executive   1998   310,000      --          --            94,640            --              2,721

       Officer

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


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


Robert A. Jackson                2000   175,000    98,100        --              --            10,000            3,062
  Executive Vice President-      1999   155,000    25,000        --              --            13,333            3,479
       Office Division           1998   130,000    64,000        --            20,148            --                --


Paul F. Earle                    2000   163,000      --          --            70,924          10,000            3,661
    Executive Vice President-    1999   155,000    12,200        --            69,217          13,333            3,704
       Multifamily  Division     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  2000,  Messrs.  Lowder,  Thompson,
         Nelson,  Jackson  and Earle  elected to receive  100%,  0%, 51%, 0% and
         100%,  respectively,   of  their  bonuses  in  restricted  shares.  The
         restricted shares issued to Messrs.  Lowder, 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. The  restricted  shares issued
         under the incentive  compensation  plan were issued in March 2001.  The
         number  and value of  restricted  shares  held by the  Named  Executive
         Officers as of December  31, 2000 were as follows:  Mr.  Lowder - 7,632
         shares ($198,909);  Mr. Thompson - 2,925 shares ($76,263); Mr. Nelson -
         4,707 shares  ($122,676);  Mr.  Jackson - 795 shares  ($20,720) and Mr.
         Earle- 3,831 shares ($99,845).  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 exercised
and  unexercised  options held by the Named  Executive  Officers at December 31,
2000:
                 Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option Values
<TABLE>
<CAPTION>

                                                                   Number of                 Value of Unexercised
                            Shares                            Securities Underlying               In-the-Money
                           Acquired           Value            Unexercised Options                  Options
Name                    on Exercise(#)     Realized($)        at December 31, 2000          at December 31, 2000(1)
----                    --------------     -----------        -----------------------------------------------------

                                                            Exercisable Unexercisable     Exercisable Unexercisable
                                                            ----------- ------------      ----------- -------------
<S>                                                          <C>           <C>            <C>             <C>
Thomas H. Lowder......        --              --             73,835        77,500         $ 127,812       $ 77,344

C. Reynolds Thompson, III     --              --              9,166        30,001               --          41,250


Howard B. Nelson, Jr..        --              --             35,076        22,501            45,793         25,781

Robert A. Jackson.....        --              --             15,333        18,000               --          20,625

Paul F. Earle.........        --              --             11,333        18,000             3,594         20,625
------------------------
<FN>
(1) Based on the closing  price of  $26.0625  per Common  Share on December  31,
    2000, 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 2000:

                        Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>

                                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           Value 2
----------------------------------------------------------------------------------------------------

<S>                          <C>             <C>           <C>                <C>          <C>
Thomas H. Lowder......       37,500          21.0%         $ 24.00            1/24/10      $ 42,375

C. Reynolds Thompson, III    20,000          11.2%           24.00            1/24/10        22,600

Howard B. Nelson, Jr..       12,500           7.0%           24.00            1/24/10        14,125

Robert A. Jackson.....       10,000           5.6%           24.00            1/24/10        11,300

Paul F. Earle.........       10,000           5.6%           24.00            1/24/10        11,300

--------
<FN>
1  All  options  granted  in  2000  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 5.74%. 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>

Defined Benefit Plan

         The Company maintains a retirement plan for all of the employees of the
Company and its subsidiaries. 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.

                               Pension Plan Table
<TABLE>
<CAPTION>
                                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 2000.  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 26 years of
covered service under the plan,  Howard B. Nelson,  Jr. has 16 years of service,
C. Reynolds Thompson, III has 4 years of service,  Robert A. Jackson has 3 years
of service, and Paul F. Earle has 9 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 2000, 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 six
multifamily  development  and one retail  development  project  during 2000. The
Company paid a total of $46.7 million  ($43.2  million of which was then paid to
unaffiliated  subcontractors)  for the  construction  of these  development  and
expansion  projects  during  2000.  The  Company  had  outstanding  construction
invoices and retainage  payable to Lowder  Construction  Company,  Inc. totaling
$1.4 million at December 31, 2000.

         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 five  office  and  retail  development  and
redevelopment  projects  during  2000.  The  Company  paid  B&G a total of $31.3
million  ($28.2 million of which was then paid to  unaffiliated  subcontractors)
during 2000.  The Company had  outstanding  construction  invoices and retainage
payable to this company totaling $0.2 million at December 31, 2000.

         The  Company  purchased  a  parcel  of land  from  Colonial  Commercial
Investments,  Inc.  ("CCI"),  a  corporation  owned by Messrs.  J. Lowder and T.
Lowder,  through  the  issuance  of  12,477  limited  partnership  units  in the
Operating Partnership valued at approximately $0.3 million.

         The Management  Corporation  provided  management and leasing  services
during 2000 to certain  entities in which  Messrs.  J. Lowder,  T. Lowder and R.
Lowder have an interest.  The  aggregate  amount of fees paid to the  Management
Corporation by such entities during 2000 was approximately $200,000. The Company
owns  a 99%  economic  interest  in  the  Management  Corporation  but,  due  to
limitations  imposed by the IRS's REIT rules,  owns only 1% of the voting stock.
The remainder of the voting stock is held by members of the Lowder family.

         Colonial  Insurance  Company,  a  corporation  indirectly  owned by the
Lowder  family,  provided  insurance  brokerage  services for the Company during
2000. The aggregate amount paid by the Company to Colonial Insurance Company for
these services for the year ended December 31, 2000, was approximately $198,000.
The Company performed Risk Management Administrative Services for which Colonial
Insurance Company paid the Company $100,000 during 2000.

         The Company leased space to certain entities in which the Lowder family
has an interest and received  rent from these  entities  totaling  approximately
$1.5 million during 2000.


<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  12,  2001  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 12, 2001,  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...................   20,836,591           65.2%

Thomas H. Lowder .. ........................    2,938,373  (2)       9.2%

James K. Lowder ............................    2,938,373  (3)       9.2%
2000 Interstate Parkway
Suite 400
Montgomery, Alabama  36104

Robert E. Lowder ...........................    1,750,372  (4)       5.5%
One Commerce Street
Montgomery, Alabama  36104

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

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

William M. Johnson .........................      844,781  (6)       2.7%

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

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

Harold W. Ripps ............................    1,925,975            6.0%

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

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

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

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

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

All executive officers and trustees as a group
    (17 persons) ...........................    7,236,696  (8)      22.6%

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

(1)      The number of units outstanding as of March 12, 2000 was 31,962,317.

(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  579,901  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  12,706  Units  owned by Mr.  Johnson's
         spouse.

(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, 2000 and 1999

         Consolidated Statements of Income for the years ended December 31,
         2000, 1999, and 1998

         Consolidated Statements of Partner's Capital for the years ended
         December 31, 2000, 1999, and 1998

         Consolidated Statements of Cash Flows for the years ended December 31,
         2000, 1999, and 1998

         Notes to Consolidated Financial Statements

         Report of Independent Accountants

Financial Statement Schedule:

         Schedule III         Real Estate and Accumulated Depreciation

         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 Agreement dated February
                                 23, 1999, among the Company, Belcrest Realty
                                 Corporation, and Belair Real Estate
                                  Corporation.
        (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.
             (phi) 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, as amended on 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 Master Promissory Note
              (phi)10.16         Form of 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.
(phi)Incorporated by reference to the Company's Registration Statement Amendment
     No. 1 on Form S-3 dated November 20, 1997.
(psi)(psi)Incorporated by reference to the same titled and number 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 2000:
                       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
30, 2001.

                                            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 30, 2001.

                     Signature

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

         /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

                                                         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>

<TABLE>
<CAPTION>

                                  SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 2000
                                                                                                                       Gross Amount
                                                                                                                        at Which

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


 Multifamily:
<S>                                                    <C>         <C>               <C>                 <C>               <C>
      CG at Bayshore                                  -0-          1,265,561         10,196,833          9,613,028         2,433,387
      CG at Carrollwood                        10,200,000          1,464,000         10,657,840          1,763,166         1,464,000
      CG at Citrus Park                               -0-          1,323,593                -0-         11,302,962         1,328,323
      CG at Cypress Crossing                          -0-          8,781,859                -0-         12,694,272         2,125,136
      CG at Edgewater                          22,000,000          1,540,000         12,671,606         13,414,688         2,602,325
      CG at Galleria                           22,399,954          4,600,000         39,078,925          3,868,807         4,600,000
      CG at Galleria II                           578,436            758,439          7,902,382             41,032           758,439
      CG at Galleria Woods                      9,604,541          1,220,000         12,480,949            519,881         1,220,000
      CG at Heather Glen                              -0-          3,800,000                -0-         30,723,297         4,134,235
      CG at Heathrow                                  -0-          2,560,661         17,612,990            418,010         2,560,661
      CG at Hunter's Creek                     30,586,399         33,264,022                -0-            669,758         5,308,112
      CG at Lakewood Ranch                            -0-          2,320,442                -0-         19,854,217         2,148,814
      CG at Liberty Park                              -0-          2,296,019                -0-         24,642,309         2,296,019
      CG at Madison                                   -0-          1,689,400                -0-         21,518,622         1,831,550
      CG at Natchez Trace                      10,798,476          1,312,000         16,568,050            174,832         1,197,591
      CG at Palma Sola                                -0-          1,479,352                -0-         13,089,299         1,479,352
      CG at Promenade                          22,950,000          1,479,352                -0-         26,377,694         1,668,104
      CG at Research Park                      12,775,000          3,680,000         29,322,067          2,332,510         3,680,000
      CG at Reservoir                                 -0-          1,020,000                -0-         13,005,817         1,121,512
      CG at Riverchase                                -0-          2,340,000         25,248,548          1,731,031         2,340,000
      CG at Spring Creek                              -0-          1,184,000         13,243,975            425,642         1,184,000
      CG at Wesleyan                                  -0-            720,000         12,760,587          6,836,361         1,404,780
      Colony Park                                     -0-            409,401          4,345,599            887,816           409,405
      CV at Ashford Place                             -0-            537,600          5,839,838            233,667           537,600
      CV at Ashley Plantation                  24,791,819          1,160,000         11,284,785         14,566,032         2,215,490
      CV at Caledon Wood                              -0-          2,100,000         19,482,210            440,032         2,108,949
      CV at Cordova                                   -0-            134,000          3,986,304            559,162           134,000
      CV at Gainesville                               -0-          3,360,000         24,173,649          3,671,809         3,361,850
      CV at Haverhill                                 -0-          1,771,000         17,869,452          2,342,076         1,771,000
      CV at Hillcrest                                 -0-            332,800          4,310,671            321,454           332,800
      CV at Huntleigh Woods                           -0-            745,600          4,908,990            995,185           745,600
      CV at Inverness                           9,900,000          1,713,668         10,352,151            562,242         1,077,849
      CV at Inverness II/III/IV                       -0-            635,819          5,927,265          8,542,483         1,891,142
      CV at Lake Mary                          23,070,697          2,145,480                -0-         19,807,158         3,634,094
      CV at McGehee Place                             -0-            795,627                -0-         17,482,342           842,321
      CV at Monte D'Oro                               -0-          1,000,000          6,994,227          1,773,570         1,000,000
      CV at North Ingle                               -0-            497,574          4,122,426            516,067           497,574
      CV at Oakleigh                                  -0-            880,000          9,685,518            223,171           884,365
      CV at Timothy Woods                             -0-          1,020,000         11,910,546            120,824         1,024,347
      CV at Trussville                                -0-          1,504,000         18,800,253            957,630         1,510,409
      CV at Vernon Marsh                        3,400,000            960,984          3,511,596          3,523,551           960,984
      CV at Walton Way                                -0-          1,024,000          7,877,766          3,381,528         1,024,000
      CV at White Bluff                         4,500,000            699,128          4,920,872            464,698           699,128
      Patio I, II & III                               -0-            249,876          3,305,124          2,143,994           366,717
      Ski Lodge - Tuscaloosa                          -0-          1,064,000          6,636,685          1,358,130         1,064,000

 Retail:
      Britt David Shopping Center                     -0-          1,755,000          4,951,852             31,577         1,755,000
      Brookwood Mall                                  -0-          8,136,700         24,435,002         10,379,331         8,171,373
      Colonial Mall Auburn-Opelika                    -0-            103,480                -0-         17,773,137           723,715
      Colonial Mall Bel Air                           -0-          7,517,000         80,151,190          4,160,087         7,517,000
      Colonial Mall Burlington                        -0-          4,120,000         25,632,587          1,741,709         4,137,557
      Colonial Mall Decatur                           -0-          3,262,800         23,636,229          2,484,502         3,262,800
      Colonial Mall Gadsden                           -0-            639,577                -0-         21,084,220           639,577
      Colonial Mall Glynn Place                       -0-          3,588,178         22,514,121          2,332,576         3,603,469
      Colonial Mall Greenville                        -0-                -0-         29,245,243          4,427,453         4,433,000
      Colonial Mall Lakeshore                         -0-          4,646,300         30,973,239          2,528,111         4,666,100
      Colonial Mall Mrytle Beach                      -0-          9,099,972         33,663,654          4,515,638         9,146,387
      Colonial Mall Staunton                          -0-          2,895,000         15,083,542          3,846,038         2,907,337
      Colonial Mall Valdosta                          -0-          5,377,000         30,239,796          2,074,513         4,478,413
      Colonial Malll Macon                            -0-          1,684,875                -0-         94,901,913         5,508,562
      Colonial Mayberry Mall                    3,233,031            862,500          3,778,590            525,932           866,175
      Colonial Promenade Bardmoor                     -0-          1,989,019          9,047,663            465,548         1,989,019
      Colonial Promenade Beechwood                    -0-          2,565,550         19,647,875          1,928,770         2,576,483
      Colonial Promenade Burnt Store                  -0-          3,750,000          8,198,677            195,873         3,750,000
      Colonial Promenade Hunter's Creek         9,732,008          4,181,760         13,023,401            304,350         4,181,760
      Colonial Promenade Lakewood                     -0-          2,984,522         11,482,512          2,403,373         2,997,240
      Colonial Promenade Montgomery            12,250,000          3,788,913         11,346,754          1,355,561         4,332,432
      Colonial Promenade Montgomery N                 -0-          2,400,000          5,664,858            927,709         2,401,182
      Colonial Promenade Northdale                    -0-          3,059,760          8,054,090          3,130,570         3,059,760
      Colonial Promenade Trussville                   -0-          4,201,186                -0-         29,871,031         4,213,537
      Colonial Promenade Tuskawilla                   -0-          3,659,040          6,783,697            233,546         3,659,040
      Colonial Promenade Tutwiler Farm                -0-         10,287,026                -0-         14,512,008        10,288,138
      Colonial Promenade University Park       21,500,000          6,946,785         20,104,517          1,011,125         6,946,785
      Colonial Promenade Wekiva                       -0-          2,817,788         15,302,375            369,397         2,817,788
      Colonial Promenade Winter Haven                 -0-          1,768,586          3,928,903          4,854,099         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            275,491         2,134,440
      Colonial Shoppes Bellwood                       -0-            330,000                -0-          5,148,401           330,000
      Colonial Shoppes McGehee                        -0-            197,152                -0-          5,874,708           197,152
      Colonial Shoppes Paddock Park                   -0-          1,532,520          3,754,879            269,815         1,532,520
      Colonial Shoppes Quaker Village                 -0-            931,000          7,901,874            378,922           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          3,344,971         1,084,602
      Old Springville Shopping Center                 -0-            272,594                -0-          3,392,986           277,975
      Olde Town Shopping Center                       -0-            343,325                -0-          2,838,004           343,325
      P&S Building                                    -0-            104,089            558,646            226,485           104,089
      Rivermont Shopping Center                 1,470,861            515,250          2,332,486            349,675           517,446
      Temple Mall                                     -0-                -0-                -0-         27,350,187         2,981,736
      Village at Roswell Summit                 1,574,927            450,000          2,563,642            177,594           451,918

 Office:
      250 Commerce Street                             -0-             25,000            200,200          2,339,902            25,000
      AmSouth Center                                  -0-            764,961                -0-         19,028,962           764,961
      Colonial Center at Research Park                -0-          1,003,865                -0-         12,091,063         1,003,865
      Colonial Plaza                                  -0-          1,001,375         12,381,023          5,600,608         1,005,642
      Concourse Center                                -0-          4,875,000         25,702,552            831,718         4,875,000
      Emmett R. Johnson Bldg.                         -0-          1,794,672         14,801,258            305,284         1,794,672
      Independence Plaza                              -0-          1,505,000          6,018,476          2,641,929         1,505,000
      International Park                              -0-          1,279,355          5,668,186         18,858,065         3,087,151
      Interstate Park                           3,588,151          1,125,990          7,113,558          9,909,283         1,125,988
      Lakeside Office Park                            -0-            423,451          8,313,291            763,524           425,255
      Colonial Center @ Mansell Overlook       17,076,352          4,540,000         44,012,971         59,571,961         8,209,024
      Perimeter Corporate Park                  5,147,131          1,422,169         18,377,648          1,609,894         1,422,169
      Progress Center                                 -0-            521,037         14,710,851          1,619,713           523,258
      Riverchase Center                               -0-          1,916,727         22,091,651          2,241,098         1,924,895
      Shades Brook Building                           -0-            873,000          2,240,472            225,461           873,000
      Shoppes at Mansell                              -0-            600,000          3,089,565             64,531           600,000
      University Park                                 -0-            396,960          2,971,049          1,860,150           396,959

 Active Development Projects:

      CG at North Heathrow  Phase II                  -0-          3,363,141                -0-                  0
      CG at Town Park (Lake Mary)                     -0-          3,555,408                -0-          4,758,063
      CV at Town Park (Sarasota)                      -0-          1,566,765                -0-          6,901,174
      CG at Wesleyan III                              -0-                -0-                -0-            238,931
      Colonial Center Town Park 100                   -0-          1,391,500                -0-          2,676,817
      Colonial Center at Mansell Overlook 500         -0-                -0-                -0-            260,632
      Other Miscellaneous Projects                    -0-                -0-                -0-          6,963,970

 Unimproved Land:
      Colonial Mall Valdosta                          -0-            975,506                -0-            141,418
      CG at North Lakewood Ranch                      -0-             47,990                -0-                  0
      McGehee Place Land                              -0-            114,166                -0-                 (0)
      CV at Town Park Infrastructure                  -0-          1,184,919                -0-          5,731,131
      Colonial Town Park Infrastructure               -0-         21,991,447                -0-          4,578,951
      Other Land                                      -0-          1,672,800                -0-                -0-


                                           ---------------   ----------------   ----------------   ----------------   --------------
                                            $ 283,127,783      $ 282,880,148    $ 1,070,506,069      $ 755,928,620     $ 238,645,722
                                           ===============   ================   ================   ================   ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                  SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 2000


                                              Gross Amount Which Carried

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

 Multifamily:
<S>                                         <C>              <C>              <C>             <C>        <C>  <C>      <C>
      CG at Bayshore                        18,642,035       $ 21,075,422     2,684,092       1997       1985/97/98    7-40  Years
      CG at Carrollwood                     12,421,006       $ 13,885,006     3,121,829       1966          1994       7-40  Years
      CG at Citrus Park                     11,298,232       $ 12,626,555       996,583       1999          1997       7-40  Years
      CG at Cypress Crossing                19,350,995       $ 21,476,131     1,712,863       1999          1998       7-40  Years
      CG at Edgewater                       25,023,969       $ 27,626,294     4,500,676       1990          1994       7-40  Years
      CG at Galleria                        42,947,732       $ 47,547,732     6,983,823       1986          1994       7-40  Years
      CG at Galleria II                      7,943,414        $ 8,701,853     1,249,492       1996          1996       7-40  Years
      CG at Galleria Woods                  13,000,830       $ 14,220,830     2,226,300       1994          1996       7-40  Years
      CG at Heather Glen                    30,389,063       $ 34,523,297     1,227,109       2000          1998       7-40  Years
      CG at Heathrow                        18,031,000       $ 20,591,661     2,967,670       1997        1994/97      7-40  Years
      CG at Hunter's Creek                  28,625,668       $ 33,933,780     4,212,401       1996          1996       7-40  Years
      CG at Lakewood Ranch                  20,025,845       $ 22,174,659     1,474,426       1999          1997       7-40  Years
      CG at Liberty Park                    24,642,309       $ 26,938,328       689,139       2000          1998       7-40  Years
      CG at Madison                         21,376,472       $ 23,208,022       917,826       2000          1998       7-40  Years
      CG at Natchez Trace                   16,857,291       $ 18,054,882     2,071,605     1995/97         1997       7-40  Years
      CG at Palma Sola                      13,089,299       $ 14,568,651     5,216,656       1992          1992       7-40  Years
      CG at Promenade                       26,188,942       $ 27,857,046       982,831       1992          1992       7-40  Years
      CG at Research Park                   31,654,577       $ 35,334,577     6,055,975     1987/94         1994       7-40  Years
      CG at Reservoir                       12,904,305       $ 14,025,817       399,420       2000          1998       7-40  Years
      CG at Riverchase                      26,979,579       $ 29,319,579     4,877,088     1984/91         1994       7-40  Years
      CG at Spring Creek                    13,669,617       $ 14,853,617     2,264,614     1992/94         1996       7-40  Years
      CG at Wesleyan                        18,912,169       $ 20,316,948     2,230,139       1997        1996/97      7-40  Years
      Colony Park                            5,233,411        $ 5,642,816     1,102,376       1975          1993       7-40  Years
      CV at Ashford Place                    6,073,505        $ 6,611,105       768,739       1983          1996       7-40  Years
      CV at Ashley Plantation               24,795,327       $ 27,010,817     1,962,435       1997          1998       7-40  Years
      CV at Caledon Wood                    19,913,293       $ 22,022,242     2,295,034     1995/96         1997       7-40  Years
      CV at Cordova                          4,545,465        $ 4,679,466     2,694,078       1983          1983       7-40  Years
      CV at Gainesville                     27,843,608       $ 31,205,458     6,581,594    1989/93/94       1994       7-40  Years
      CV at Haverhill                       20,211,528       $ 21,982,528     1,685,733       1998          1998       7-40  Years
      CV at Hillcrest                        4,632,125        $ 4,964,925       627,324       1981          1996       7-40  Years
      CV at Huntleigh Woods                  5,904,175        $ 6,649,775     1,165,673       1978          1994       7-40  Years
      CV at Inverness                       11,550,212       $ 12,628,061     2,301,925    1986/87/90    1986/87/90    7-40  Years
      CV at Inverness II/III/IV             13,214,425       $ 15,105,567     4,070,222       1997          1997       7-40  Years
      CV at Lake Mary                       18,318,543       $ 21,952,638     5,551,343     1991/95       1991/95      7-40  Years
      CV at McGehee Place                   17,435,648       $ 18,277,969     5,570,747     1986/95       1986/95      7-40  Years
      CV at Monte D'Oro                      8,767,797        $ 9,767,797     1,669,647       1977          1994       7-40  Years
      CV at North Ingle                      4,638,493        $ 5,136,067       945,533       1983          1983       7-40  Years
      CV at Oakleigh                         9,904,325       $ 10,788,689     1,273,342       1997          1997       7-40  Years
      CV at Timothy Woods                   12,027,023       $ 13,051,370     1,504,191       1996          1997       7-40  Years
      CV at Trussville                      19,751,474       $ 21,261,883     2,635,524     1996/97         1997       7-40  Years
      CV at Vernon Marsh                     7,035,147        $ 7,996,131     2,087,946     1986/87       1986/93      7-40  Years
      CV at Walton Way                      11,259,294       $ 12,283,294       512,050     1970/88         1998       7-40  Years
      CV at White Bluff                      5,385,570        $ 6,084,698     1,054,201       1986          1993       7-40  Years
      Patio I, II & III                      5,332,277        $ 5,698,994     1,054,475    1966/83/84    1994/93/93    7-40  Years
      Ski Lodge - Tuscaloosa                 7,994,815        $ 9,058,815     1,581,078     1976/92         1994       7-40  Years

 Retail:
      Britt David Shopping Center            4,983,429        $ 6,738,429       767,225       1990          1994       7-40  Years
      Brookwood Mall                        34,779,660       $ 42,951,033     2,676,294     1973/91         1997       7-40  Years
      Colonial Mall Auburn-Opelika          17,152,902       $ 17,876,617     9,575,025    1973/84/89    1973/84/89    7-40  Years
      Colonial Mall Bel Air                 84,311,277       $ 91,828,277     4,812,762    1966/90/97       1998       7-40  Years
      Colonial Mall Burlington              27,356,740       $ 31,494,296     2,314,927    1969/86/94       1997       7-40  Years
      Colonial Mall Decatur                 26,120,731       $ 29,383,531     4,024,535     1979/89         1993       7-40  Years
      Colonial Mall Gadsden                 21,084,220       $ 21,723,797    10,979,068     1974/91         1974       7-40  Years
      Colonial Mall Glynn Place             24,831,407       $ 28,434,875     2,426,490       1986          1997       7-40  Years
      Colonial Mall Greenville              29,239,696       $ 33,672,696     1,122,382    1965/89/99       1999       7-40  Years
      Colonial Mall Lakeshore               33,481,550       $ 38,147,650     3,228,587     1984-87         1997       7-40  Years
      Colonial Mall Mrytle Beach            38,132,877       $ 47,279,264     4,213,559       1986          1996       7-40  Years
      Colonial Mall Staunton                18,917,243       $ 21,824,580     1,724,110    1969/86/97       1997       7-40  Years
      Colonial Mall Valdosta                33,212,895       $ 37,691,309     3,104,452     1982-85         1997       7-40  Years
      Colonial Malll Macon                  91,078,226       $ 96,586,788    24,039,113    1975/88/97     1975/88      7-40  Years
      Colonial Mayberry Mall                 4,300,847        $ 5,167,022       382,007     1968/86         1997       7-40  Years
      Colonial Promenade Bardmoor            9,513,211       $ 11,502,230     1,090,100       1981          1996       7-40  Years
      Colonial Promenade Beechwood          21,565,712       $ 24,142,195     2,146,132     1963/92         1997       7-40  Years
      Colonial Promenade Burnt Store         8,394,550       $ 12,144,550     1,387,140       1990          1994       7-40  Years
      Colonial Promenade Hunter's Creek     13,327,751       $ 17,509,511     1,538,442     1993/95         1996       7-40  Years
      Colonial Promenade Lakewood           13,873,167       $ 16,870,407     1,179,969       1995          1997       7-40  Years
      Colonial Promenade Montgomery         12,158,797       $ 16,491,228     3,185,935       1990          1993       7-40  Years
      Colonial Promenade Montgomery N        6,591,385        $ 8,992,567       469,219       1997          1995       7-40  Years
      Colonial Promenade Northdale          11,184,660       $ 14,244,420     1,068,471     1988/00         1995       7-40  Years
      Colonial Promenade Trussville         29,858,680       $ 34,072,218       497,640       2000          1998       7-40  Years
      Colonial Promenade Tuskawilla          7,017,243       $ 10,676,283       999,081       1990          1995       7-40  Years
      Colonial Promenade Tutwiler Farm      14,510,897       $ 24,799,035        66,470       2000          1999       7-40  Years
      Colonial Promenade University Park    21,115,642       $ 28,062,427     7,598,712     1986/89         1993       7-40  Years
      Colonial Promenade Wekiva             15,671,772       $ 18,489,560     1,767,871       1990          1996       7-40  Years
      Colonial Promenade Winter Haven        6,506,543       $ 10,551,588       899,342       1986          1995       7-40  Years
      Colonial Shoppes at Inverness          1,473,112        $ 3,160,271       153,065       1984          1997       7-40  Years
      Colonial Shoppes Bear Lake             6,827,174        $ 8,961,614     1,006,892       1990          1995       7-40  Years
      Colonial Shoppes Bellwood              5,148,401        $ 5,478,401     1,352,448       1988          1988       7-40  Years
      Colonial Shoppes McGehee               5,874,707        $ 6,071,860     1,599,217       1986          1986       7-40  Years
      Colonial Shoppes Paddock Park          4,024,694        $ 5,557,214       558,078       1988          1995       7-40  Years
      Colonial Shoppes Quaker Village        8,276,829        $ 9,211,796       718,667    1968/88/97       1997       7-40  Years
      Colonial Shoppes Stanley               1,788,331        $ 2,240,249       171,873     1987/96         1997       7-40  Years
      Colonial Shoppes Yadkinville           4,564,505        $ 5,649,107       350,118     1971/97         1997       7-40  Years
      Old Springville Shopping Center        3,387,605        $ 3,665,580     2,806,074       1982          1982       7-40  Years
      Olde Town Shopping Center              2,838,004        $ 3,181,329       888,556     1978/90       1978/90      7-40  Years
      P&S Building                             785,131          $ 889,220       532,315    1946/76/91       1974       7-40  Years
      Rivermont Shopping Center              2,679,965        $ 3,197,411       241,720     1986/97         1997       7-40  Years
      Temple Mall                           24,368,451       $ 27,350,187       337,629    1965/89/99       1999       7-40  Years
      Village at Roswell Summit              2,739,318        $ 3,191,236       222,808       1988          1997       7-40  Years
 Office:
      250 Commerce Street                    2,540,102        $ 2,565,102     2,396,299     1904/81         1980       7-40  Years
      AmSouth Center                        19,028,962       $ 19,793,923     7,523,869       1990          1990       7-40  Years
      Colonial Center at Research Park      12,091,062       $ 13,094,928       329,376       1999          1998       7-40  Years
      Colonial Plaza                        17,977,364       $ 18,983,006     1,218,060       1982          1997       7-40  Years
      Concourse Center                      26,534,270       $ 31,409,270     1,608,205     1981/85         1998       7-40  Years
      Emmett R. Johnson Bldg.               15,106,543       $ 16,901,215       567,810     1982/95         1999       7-40  Years
      Independence Plaza                     8,660,405       $ 10,165,405       503,361     1981/92         1998       7-40  Years
      International Park                    22,718,455       $ 25,805,606     1,012,404     1987/89         1997       7-40  Years
      Interstate Park                       17,022,843       $ 18,148,831     6,019,257    1982-85/89    1982-85/89    7-40  Years
      Lakeside Office Park                   9,075,010        $ 9,500,266       824,642     1989/90         1997       7-40  Years
      Colonial Center @ Mansell Overlook    99,915,908      $ 108,124,932     5,587,649    1987/96/97/00    1997       7-40  Years
      Perimeter Corporate Park              19,987,542       $ 21,409,711     1,411,561     1986/89         1998       7-40  Years
      Progress Center                       16,328,344       $ 16,851,601     1,485,386     1983-91         1997       7-40  Years
      Riverchase Center                     24,324,581       $ 26,249,476     2,405,074     1984-88         1997       7-40  Years
      Shades Brook Building                  2,465,933        $ 3,338,933       148,290       1979          1998       7-40  Years
      Shoppes at Mansell                     3,154,096        $ 3,754,096       193,319     1996/97         1998       7-40  Years
      University Park                        4,831,200        $ 5,228,159     2,256,827       1985          1985       7-40  Years

 Active Development Projects:

      CG at North Heathrow  Phase II         3,363,141        $ 3,363,141                     N/A           1997            N/A
      CG at Town Park (Lake Mary)            8,313,472        $ 8,313,472                     N/A           2000            N/A
      CV at Town Park (Sarasota)             6,901,174        $ 6,901,174                     N/A           2000            N/A
      CG at Wesleyan III                       238,931          $ 238,931                     N/A           1996            N/A
      Colonial Center Town Park 100          4,068,317        $ 4,068,317                     N/A           2000            N/A
      Colonial Center at Mansell Overlook 500  260,632          $ 260,632                     N/A           2000            N/A
      Other Miscellaneous Projects           6,963,970        $ 6,963,970       256,666       N/A           2000            N/A

 Unimproved Land:
      Colonial Mall Valdosta                 1,116,924        $ 1,116,924                     N/A           1997            N/A
      CG at North Lakewood Ranch                47,990           $ 47,990                     N/A           1999            N/A
      McGehee Place Land                       114,166          $ 114,166                     N/A           1981            N/A
      CV at Town Park Infrastructure         5,731,131        $ 5,731,131                     N/A           2000            N/A
      Colonial Town Park Infrastructure     26,570,398       $ 26,570,398                     N/A           1999            N/A
      Other Land                             1,672,800        $ 1,672,800                     N/A           2000            N/A


                                       ----------------   ---------------- -------------
                                       $ 1,867,917,431    $ 2,106,563,153  $255,730,341
                                       ================   ================ =============

</TABLE>
                             NOTES TO SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP

                               December 31, 2000

 (1)   The aggregate cost for Federal Income Tax purposes was approximately
       $1.8 billion at December 31, 2000.

 (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>


                                                  Reconciliation of Real Estate

                                                             2000               1999               1998
                                                        ---------------    ----------------   ----------------
       Real estate investments:
<S>                                                     <C>                <C>                <C>
          Balance at beginning of year                 $ 2,006,823,011     $ 1,863,798,665    $ 1,489,114,015
             Acquisitions of new property                   29,608,188          48,577,019        346,267,522
             Improvements and development                  138,186,127         222,513,472        134,804,450
             Dispositions of property                      (68,054,173)       (128,066,145)      (106,387,322)
                                                        ---------------    ----------------   ----------------

          Balance at end of year                       $ 2,106,563,153     $ 2,006,823,011    $ 1,863,798,665
                                                        ===============    ================   ================

</TABLE>

<TABLE>
<CAPTION>

                                            Reconciliation of Accumulated Depreciation

                                                             2000               1999               1998
                                                        ---------------    ----------------   ----------------
       Accumulated depreciation:
<S>                                                      <C>                 <C>                 <C>
          Balance at beginning of year                   $ 206,448,061       $ 169,451,798       $124,236,057
             Depreciation                                   59,548,811          52,912,745         46,787,982
             Depreciation of disposition of property       (10,266,531)        (15,916,482)        (1,572,241)
                                                        ---------------    ----------------   ----------------

          Balance at end of year                          $255,730,341        $206,448,061       $169,451,798
                                                        ===============    ================   ================

</TABLE>