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, 1999 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. It is a  fully-integrated
real  estate  company,  whose  activities  include  ownership  of a  diversified
portfolio  of 111  properties  as of  December  31,  1999,  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, 1999,  CRLP
owned  52  multifamily  apartment  communities  containing  a  total  of  16,415
apartment units (the "Multifamily Properties"),  18 office properties containing
a total of  approximately  3.1 million  square feet of office space (the "Office
Properties"),  41 retail  properties  containing a total of  approximately  13.9
million  square  feet of retail  space (the  "Retail  Properties"),  and certain
parcels of land  adjacent to or near certain of these  properties  (the "Land").
(The Multifamily Properties,  the Office Properties,  the Retail Properties, and
the Land are referred to collectively as the  "Properties").  As of December 31,
1999,  the  Multifamily  Properties,  the  Office  Properties,  and  the  Retail
Properties that had achieved  stabilized  occupancy were 93.9%,  93.3% and 89.9%
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 $250.0
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.  CRLP has also completed the
expansion and development of 17 multifamily  properties  since the IPO, adding a
total of 3,474 units to its  multifamily  portfolio.  CRLP  currently  has seven
active  expansion,  development,  and  redevelopment  projects in  progress  for
Multifamily  Properties,  one  Office  Property  development,  and  five  Retail
Property  developments  and  redevelopments.   CRLP  has  also  disposed  of  13
Multifamily  Properties  representing  4,783  apartment  units,  and one  Office
Property  representing  25,000 square feet of office space, and has entered into
three joint ventures.

         The following is a summary of CRLP's  acquisition,  disposition,  joint
venture, and development activity in 1999.

Acquisition and Disposition Activity

         CRLP  disposed  of seven  Multifamily  Properties,  including  three in
Florida,  two in  Alabama,  and two in Georgia,  representing  2,319 units for a
total sale price of $119.8 million.

         CRLP  acquired  one Office  Property,  in Alabama,  containing  163,000
square feet of office space for a total purchase price of $16.5 million.

         CRLP also added 468,000  square feet of retail  shopping  space through
the acquisition of an enclosed mall at a net cost of $29.3 million.


Joint Ventures

          During the third  quarter of 1999,  CRLP entered into a joint  venture
with CMS, a Delaware general partnership. 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 nonrecourse  notes, and
the proceeds were distributed  proportionately to the joint venture partners. At
December 31, 1999,  CRLP had an ending net  investment  in the joint  venture of
$2.8 million.

Development Activity

         During 1999, CRLP completed development of 1,404 new apartment units in
10  multifamily  communities  and  acquired  land on which it intends to develop
additional  multifamily  communities during 2000 and 2001. The aggregate cost of
this  multifamily  development  activity was $105.1 million.  As of December 31,
1999,  CRLP had 1,290  apartment units in seven  multifamily  communities  under
development,  redevelopment, or expansion. Management anticipates that the seven
multifamily projects will be completed during 2000 and 2001.  Management expects
to  invest an  additional  $15.5  million  over this  period to  complete  these
multifamily projects.

         During 1999, CRLP completed  development of two office properties,  and
began  development  of one office  property in Atlanta,  Georgia.  The aggregate
investment in the office developments during 1999 was $30.8 million.  Management
estimates  that it will invest an  additional  $14.0  million to complete  these
projects.

          During 1999, CRLP continued development of a community shopping center
in  Birmingham,  Alabama,  began  construction  of two  new  community  shopping
centers,  and began the redevelopment of an enclosed mall and community shopping
center. The aggregate  investment in these retail  developments  during 1999 was
$32.0 million.  Management  anticipates  that it will invest an additional $68.6
million to complete the retail developments.


         The  table  below   provides   an   overview  of  CRLP's   acquisition,
development, expansion, and redevelopment activity during 1999:



<PAGE>

                                 Summary of 1999
                           Acquisition and Development
                                    Activity
<TABLE>
<CAPTION>
  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>
   2nd Qtr 99       Emmett R. Johnson Building                  Birmingham, AL             O             163,000        $ 16,500
   3rd Qtr 99       The Plaza Mall                              Greenville, NC             R             468,000          29,300

Developments:
   1st Qtr 99       CG at Cypress Crossing                      Orlando, FL                M                 250          21,600
   2nd Qtr 99       CG at Inverness Lakes II (expansion)        Birmingham, AL             M                 132           8,300
   2nd Qtr 99       CG at Edgewater II (expansion)              Huntsville, AL             M                 192          12,800
   2nd Qtr 99       CG at Citrus Park                           Tampa, FL                  M                 176          12,700
   2nd Qtr 99       CG at Lakewood Ranch                        Sarasota, FL               M                 288          22,600
   3rd Qtr 99       CG at Wesleyan II (expansion)               Macon, GA                  M                  88           7,000
   1st Qtr 00       CV at Ashley Plantation (expansion)         Bluffton, SC               M                 214          13,100
   1st Qtr 00       CV at Walton Way (redevelopment)            Augusta, GA                M                 256           2,900
   2nd Qtr 00       CV at Heather Glen                          Orlando, FL                M                 448          34,200
   2nd Qtr 00       CG at Madison                               Huntsville, AL             M                 336          23,000
   2nd Qtr 00       CG at Promenade                             Montgomery, AL             M                 384          27,200
   4th Qtr 00       CG at Reservoir                             Jackson, MS                M                 170          13,600
   1st Qtr 01       CG at Liberty Park                          Birmingham, AL             M                 300          26,500
   2nd Qtr 99       Colonial Plaza (redevelopment)              Birmingham, AL             O             179,000           1,900
   3rd Qtr 99       1800 International Park                     Birmingham, AL             O             146,000          13,800 (5)
   3rd Qtr 99       Colonial Center at Research Park            Huntsville, AL             O             133,000          11,500 (5)
   3rd Qtr 00       Colonial Center 300 at Mansell Overlook     Atlanta, GA                O             162,000          23,400
   2nd Qtr 00       Colonial Promenade Trussville               Birmingham, AL             R             388,000          33,300
   4th Qtr 00       Colonial Promenade at Tutwiler Farm         Birmingham, AL             R             213,000          26,200
   4th Qtr 00       Colonial Promenade Madison                  Huntsville, AL             R             111,000          10,000
   4th Qtr 00       Northdale Court (redevelopment)             Tampa, FL                  R             193,000           3,200
   2nd Qtr 01       Brookwood Village Mall (redevelopment)      Birmingham, AL             R             751,000          35,000
                                                                                                                   --------------
                                                                                                    Total              $ 429,600
                                                                                                                   ==============


<FN>
(1)  In the  listing  of  Multifamily  Property  names,  CG has been  used as an
     abbreviation for Colonial Grand and CV has been used as an abbreviation for
     Colonial Village.
(2)  M refers to Multifamily  Properties,  O refers to Office Properties,  and R
     refers to Retail Properties.
(3)  Units (in this table only) refers to  multifamily  apartment  units and GLA
     refers to gross leasable area of office and retail space.
(4)  Amounts in thousands.
(5)  Amounts represent costs to complete the noted buildings, however,
     additional tenant improvement costs will be incurred to complete the
     projects.
</FN>
</TABLE>

Multifamily Property Acquisitions

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

         CRLP intends to continue to pursue  acquisitions  in the Sunbelt region
of the United States that meet CRLP's acquisition criteria for property quality,
market strength, and investment return.

Completed Multifamily Expansion and Development Activity

          Colonial Grand at Cypress Crossing-- CRLP completed  construction on a
250-unit  development  located in Orlando,  Florida  during the first quarter of
1999. 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
$21.6 million and were funded through advances on CRLP's line of credit.

         Colonial Grand at Inverness Lakes II--CRLP completed  construction on a
132-unit  expansion  of Colonial  Grand at  Inverness  Lakes  located in Mobile,
Alabama during the second quarter of 1999.  This expansion phase offers the same
amenities as the existing community.  Project development costs,  including land
acquisition  costs,  totaled  $8.3 million and were funded  through  advances on
CRLP's line of credit.

         Colonial  Grand  at  Edgewater  II--CRLP  completed  construction  on a
192-unit expansion of Colonial Grand at Edgewater in Huntsville,  Alabama during
the second quarter of 1999.  This  expansion  phase offers the same amenities as
the existing community.  Project  development costs,  including land acquisition
costs,  totaled $12.8 million and were funded through advances on CRLP's line of
credit.

         Colonial  Village  at Citrus  Park--CRLP  completed  construction  on a
176-unit  development  located in Tampa,  Florida  during the second  quarter of
1999.  The new apartment  community  offers a variety of amenities,  including a
swimming pool,  fitness center,  resident  business center,  garages and a gated
entry.  Project  development costs,  including land acquisition  costs,  totaled
$12.7 million and were funded through advances on CRLP's line of credit.

          Colonial Grand at Lakewood  Ranch--CRLP  completed  construction  on a
288-unit  development located in Sarasota,  Florida during the second quarter of
1999. The new apartments feature numerous luxuries, including a security system,
automated  climate  control,   high-speed  Internet  access,  and  home  theatre
pre-wiring. Amenities include a swimming pool, fitness center, tennis courts and
a gated entry.  Project  development  costs,  including land acquisition  costs,
totaled $22.6 million and were funded through advances on CRLP's line of credit.

         Colonial  Grand  at  Wesleyan  II--CRLP  completed  construction  on an
88-unit expansion of Colonial Grand at Wesleyan located in Macon, Georgia during
the third quarter of 1999. This expansion phase offers the same amenities as the
existing community. Project development costs, including land acquisition costs,
totaled $7.0 million and were funded through advances on CRLP's line of credit.

Continuing Multifamily Expansion and Development Activity

         Colonial  Village at Ashley  Plantation--CRLP  began  construction on a
214-unit expansion of Colonial Village at Ashley Plantation located in Bluffton,
South Carolina  during the second quarter of 1998.  Project  development  costs,
including land  acquisition  costs, are expected to total $13.1 million and will
be funded  through  advances on CRLP's line of credit.  CRLP expects to complete
construction in the first quarter of 2000.

         Colonial  Village  at  Walton  Way--CRLP  began  the  redevelopment  of
Colonial  Village at Walton  Way, a 256-unit  multifamily  community  located in
Augusta, Georgia. Project redevelopment costs are expected to total $2.9 million
and will be funded  through  advances on CRLP's line of credit.  CRLP expects to
complete the redevelopment in the first quarter of 2000.

         Colonial Village at Heather Glen--CRLP began construction on a 448-unit
development  located in Orlando,  Florida  during the third quarter of 1998. The
new  apartments  will  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,  are  expected  to total  $34.2  million  and will be funded
through advances on CRLP's line of credit. CRLP expects to complete construction
in the second quarter of 2000.

         Colonial  Grand  at  Madison--CRLP  began  construction  on a  336-unit
development  located in Huntsville,  Alabama.  The new  apartments  will 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,  are expected to total $23.0 million and will be funded through  advances
on CRLP's line of credit.  CRLP  expects to complete  construction  in the first
quarter of 2000.

         Colonial  Grand at  Promenade--CRLP  began  construction  on a 384-unit
development  located in Montgomery,  Alabama.  The new  apartments  will 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, are expected to total $27.2 million and
will be funded  through  advances  on CRLP's  line of  credit.  CRLP  expects to
complete construction in the second quarter of 2000.

         Colonial  Grand at  Reservoir--CRLP  began  construction  on a 170-unit
development  located in Jackson,  Mississippi.  The new apartments  will offer a
variety of amenities,  including a fitness center,  swimming pool, garages,  and
tennis courts.  Project development costs, including land acquisition costs, are
expected to total $13.6  million and will be funded  through  advances on CRLP's
line of credit.  CRLP expects to complete  construction  in the first quarter of
2000.

         Colonial Grand at Liberty  Park--CRLP began  construction on a 300-unit
development located in Birmingham, Alabama during the third quarter of 1998. The
new apartments  will 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, are
expected to total $26.5  million and will be funded  through  advances on CRLP's
line of credit.  CRLP expects to complete  construction in the second quarter of
2000.

Office Property Acquisitions

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

Completed Office Property Development and Redevelopment Activity

          1800 International  Park--In October 1999, CRLP completed  development
of a six story multi-tenant office building in Birmingham,  Alabama with a total
of 146,000 square feet of leasable area. Project  development  costs,  including
land acquisition  costs,  totaled $13.8 million and were funded through advances
on CRLP's line of credit.  CRLP expects to incur an  additional  $4.5 million in
tenant improvements during the lease-up of this property.

          Colonial Center at Research Park--Also in October 1999, CRLP completed
development  of two office  buildings  in  Huntsville,  Alabama  with a total of
133,000 square feet of leasable area.  Colonial Center at Research Park features
Class A office space with  first-class  amenities.  Project  development  costs,
including  land  acquisitions,  totaled  $11.5  million and were funded  through
advances  on CRLP's line of credit.  CRLP  expects to incur an  additional  $1.7
million in tenant improvements during the lease-up of this property.

         Colonial Plaza--During 1999, CRLP began and completed the redevelopment
 of Colonial Plaza, a 179,000 square foot office building located in Birmingham,
 Alabama.  The  renovation  included a new exterior  finish,  the relocation and
 modernization of the building lobby, the renovation of all common areas, common
 conference  facilities,  and a new fitness center.  Project redevelopment costs
 were approximately $1.9 million, and were funded through CRLP's line of credit.

New Office Property Development

         Colonial  Center 300 at Mansell  Overlook--During  the third quarter of
1999, CRLP began the development of Colonial Center 300 at Mansell  Overlook,  a
162,000 Class A office building located in Atlanta,  Georgia.  The building will
include 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  are  expected to total $23.4  million and will be
funded through  advances on CRLP's line of credit.  CRLP expects to complete the
project in the third quarter of 2000.

Retail Property Acquisitions

         The Plaza Mall--In August 1999, CRLP acquired the Plaza Mall, a 468,000
square-foot  mall in  Greenville,  North  Carolina for a total purchase price of
$29.3 million. The mall anchors include two Belk stores, a recently expanded and
renovated JC Penney,  and  Proffitt's.  The purchase price was partially  funded
through the proceeds received from the disposition of assets,  and an advance on
CRLP's line of credit.



<PAGE>
Retail Development and Redevelopment Activity

         Colonial Promenade  Trussville--During  the third quarter of 1998, CRLP
began the  development  of a  388,000  square  foot  retail  shopping  center in
Birmingham,  Alabama.  The  shopping  center  development  will be anchored by a
Wal-Mart  Supercenter,  Regal Cinemas,  Marshall's Department Store, and Goody's
Family Clothing. Project expansion costs are expected to total $33.3 million and
will be funded  through  advances  on CRLP's  line of  credit.  CRLP  expects to
complete the development during the second quarter of 2000.

          Colonial Promenade at Tutwiler Farm--During the third quarter of 1999,
CRLP began the  development of a 516,000 square foot retail  shopping  center in
Birmingham,  Alabama. The shopping center development will be anchored by a Home
Depot, Target, and Michaels. Project expansion costs are expected to total $26.2
million  and will be funded  through  advances  on CRLP's line of credit and the
issuance of limited  partnership units. CRLP expects to complete the development
during the fourth quarter of 2000.

         Colonial  Promenade  Madison--During  the third  quarter of 1999,  CRLP
began the  development  of an 111,000  square  foot  retail  shopping  center in
Huntsville,  Alabama.  The  shopping  center  development  will be anchored by a
Publix Supermarket,  and will include  approximately 30,000 square feet of small
shop space. Project expansion costs are expected to total $10.0 million and will
be funded  through  advances on CRLP's line of credit.  CRLP expects to complete
the development during the fourth quarter of 2000.

         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 $35.0 million and will be funded through CRLP's unsecured line
of credit.  CRLP expects to complete the  redevelopment and expansion during the
second quarter of 2001.

         Northdale  Court--During  the fourth  quarter  of 1999,  CRLP began the
redevelopment  of Northdale Court, a 193,000 square foot strip center located in
Tampa, Florida.  Project redevelopment costs are expected to total $3.2 million,
and will be funded through  advances on CRLP's  unsecured  line of credit.  CRLP
expects to complete the redevelopment during the fourth quarter of 2000.

Financing Activity

         CRLP  funded  a large  portion  of its  acquisitions  and  developments
through the issuance of preferred units and debt  securities.  During 1999, CRLP
completed the following equity and debt transactions:

                             Preferred Unit Offering
                                                  (in thousands)
                                         ----------------------------------
               Number of    Price Per     Gross      Offering       Net
  Date      Preferred Units    Unit      Proceeds     Costs      Proceeds
------------ -------------- ----------  ---------- ----------  ------------
February       2,000,000    $ 50.000    $ 100,000  $   2,600    $  97,400


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

         CRLP's current borrowing capacity under its unsecured line of credit is
$250 million.  The credit  facility,  which is used by CRLP primarily to finance
additional property investments, bears interest at a rate ranging between 80 and
135 basis points  above LIBOR and is renewable in July 2000.  The line of credit
agreement  includes a competitive bid feature that will allow CRLP to convert up
to $125 million  under the line of credit to a fixed rate,  for a fixed term not
to exceed 90 days. As of December 31, 1999,  the balance  outstanding  on CRLP's
line of credit was $228.3 million.


Business Strategy

         The  general  business  strategy of the Company and CRLP is to generate
stable and increasing cash flow and portfolio value for their  shareholders  and
unitholders,  respectively.  The Company and CRLP have 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 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.  CRLP's business strategy and the implementation of that
strategy are determined by CRLP'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,
1999, was $2.0 billion, and its ratio of debt to total market capitalization was
51.3%.  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,  1999,  CRLP's total debt  included  fixed-rate  debt of $758.0
million,  or 72.9% of total debt, and floating-rate  debt of $281.9 million,  or
27.1% of total  debt.  CRLP has  obtained  interest  rate  protection  for $50.0
million of the floating-rate debt.

         CRLP has only limited involvement with derivative financial instruments
and 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. Treasury lock agreements are used by CRLP
to lock in interest rates in connection with public debt  offerings.  On January
4, 1999,  CRLP entered into an interest rate swap for $50 million of its line of
credit at 4.97%  plus 80 to 135 basis  points  and on  January  15,  1999,  CRLP
entered into an interest rate swap for $52 million of tax exempt bonds at a rate
of 3.23%.  Additionally,  on May 4, 1999, Colonial entered into an interest rate
swap agreement for $25 million of its line of credit at a rate of 5.07%.  All of
these interest rate swap agreements have one-year terms and any payments made or
received under the agreements are recognized as adjustments to interest  expense
as incurred.  On February 10, 2000, CRLP entered into two reverse  interest rate
swap agreements for a total of $50 million of its medium-term  notes.  Under the
terms of the  agreements,  Colonial will receive a fixed  interest rate of 7.37%
and will be  required  to pay a floating  rate equal to one month  LIBOR that is
compounded  and paid  semi-annually.  Both of these  agreements  have  five-year
terms,  and any payments made or received under the agreements are recognized as
adjustments to interest  expense.  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.

          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 the  Company,  the  general  partner  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 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 CRLP's multifamily  operations,  including day-to-day  management
and  leasing  of the 52  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.  The
multifamily  division  has regional  offices in  Birmingham,  Alabama,  Orlando,
Pensacola, and Tampa, Florida, Macon, Georgia, and Greenville, South Carolina.

         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 18 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. The office division has regional offices in Birmingham, Alabama and
Atlanta, Georgia.

         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 41 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.  The retail division has regional  offices in Birmingham,  Alabama,
Orlando, Florida, Macon, Georgia and Burlington, North Carolina.

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  Internal
Revenue Code of 1986, as amended (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 95% 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.



<PAGE>
                                  RISK FACTORS

         Set forth below are the risks that we believe are material to investors
who purchase or own our units of limited  partnership.  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  performance  and share value are subject to risks  associated with
the real estate industry. If our assets do not generate income sufficient to pay
our expenses,  service our debt and maintain our properties,  we may not be able
to make expected  distributions to our unitholders.  Whether our properties will
generate  sufficient  revenue  to  pay  our  expenses  and  permit  us  to  make
distributions  to our unitholders  will depend on whether we can attract tenants
at  favorable  rental  rates and  whether we can  adequately  control our costs.
Factors that may adversely  affect our ability to attract tenants or to generate
sufficient revenue include:

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

o       the attractiveness of our properties to residents, shoppers and tenants;

o       decreases in market rental rates; and

o       our ability to collect rent from our tenants.

        Factors that may adversely affect our operating costs include:

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

o       the need to periodically repair, renovate and re-lease space.

         Our  expenses  may  remain  constant  even if our  revenues  drop.  The
expenses of owning and  operating a property  are 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 drop. 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 re-lease  space as leases  expire.
When our tenants decide not to renew their leases upon their expiration,  we may
not be able to re-lease the space.  Even if the tenants do renew or we can relet
the space,  the terms of renewal or  re-leasing,  including the cost of required
renovations, may be less favorable than current lease terms. If we are unable to
promptly renew the leases or re-leasing  the space,  or if the rental rates upon
such renewal or re-leasing are significantly lower than expected rates, then our
cash flow and  ability to service  debt and make  distributions  to  unitholders
would be adversely affected.

         We depend on local economic  conditions in our primary markets.  All of
our  properties are located in the Sunbelt region of the United States and 45 of
our  properties  are located in Birmingham  and  Montgomery,  Alabama,  Orlando,
Florida and Macon,  Georgia.  Our  performance  and ability to make debt service
payments or distributions to unitholders could be adversely affected by economic
conditions  in the Sunbelt  region and in  Birmingham,  Montgomery,  Orlando and
Macon in particular.

          New acquisitions 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  strategic
opportunities  consistent with our strategy.  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.  See  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations - Liquidity and Capital Resources",  included under Item 7
of this Form 10-K.

         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 subject us to risks. 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 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 and other governmental
         permits and authorizations; and

o        changes in applicable zoning or land use laws may require us to abandon
         projects  prior  to  their   completion,   resulting  in  the  loss  of
         development costs incurred prior to 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
debt and make distributions to our unitholders.

         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 and make distributions to unitholders.

         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 indebtedness, 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.

         The indenture under which our senior  unsecured  indebtedness is issued
contains  financial and  operating  covenants  including  coverage  ratios.  Our
indenture   also  limits  our  ability  to  (1)  incur   secured  and  unsecured
indebtedness,  (2) sell all or substantially all or our assets and (3) 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 our
outstanding  common shares and the  outstanding  units of Colonial  Realty,  was
approximately  51.3% as of December  31, 1999.  Increases in our leverage  could
adversely  affect our ability to obtain  additional  financing in the future for
(1) working capital, (2) capital expenditures, (3) acquisitions, (4) development
or (5) 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 variable rate ranging  between 80
and 135 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 and make distributions to unitholders.

         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 that 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 make distributions to our unitholders.

         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.  We are currently working with the state
regulatory  agency to remediate the  contamination in accordance with applicable
requirements.  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 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. Pursuant to the purchase and
sale  agreement,  the  former  owner of the  property  purchased  a $10  million
insurance policy and established  escrow accounts  totaling  $1,275,000 to cover
the costs associated with investigating and remediating the contaminated  areas.
In addition, subject to limitations,  the seller will be performing all required
remediation of the drycleaner contamination.

         Some of our general  partners'  trustees and officers have conflicts of
interest and could exercise influence in a manner inconsistent with unitholders'
best  interests.  As a result of their  substantial  ownership of the  Company's
common  shares and units of CRLP,  Messrs.  Thomas  Lowder,  our Chairman of the
Board,  Chief Executive Officer and President,  and James Lowder,  Harold Ripps,
Herbert Meisler and William  Johnson,  each of whom is a trustee,  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 which
are not in the best interest of all of our unitholders.

         The Lowder family,  which includes Thomas,  James, Robert and Catherine
Lowder 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 us that are not realized by other  unitholders.  In
addition,  Thomas Lowder and his brother, James Lowder, as trustees, may be in a
position to  influence  us 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 do not control our management, leasing and brokerage businesses. To
facilitate  maintenance  of  Colonial  Properties  Trust's  REIT  qualification,
Colonial  Properties  Trust has a  "non-controlled  subsidiary"  which  conducts
management,  leasing and brokerage business for properties we do not wholly own.
While  Colonial  Properties  Trust  owns  99% of the  economic  interest  in the
non-controlled  subsidiary,  99% of its voting  stock is owned by members of the
Lowder family.  We therefore  lack the ability to set the business  policies and
operations of the non-controlled subsidiary.

          We are dependent on external sources of capital. To qualify as a REIT,
Colonial Properties Trust must distribute to its shareholders each year at least
95% (90% for taxable years beginning after December 31, 2000) of its net 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 shareholders'  interests,  and additional debt financing
may substantially increase our leverage.

         We intend to qualify as a  partnership,  but cannot  guarantee  that we
will  qualify.  We intend to qualify as a  partnership  for  federal  income tax
purposes.  However,  we will be treated as a corporation  for federal income tax
purposes if we are a "publicly traded  partnership,"  unless at least 90% of our
income is qualifying income as defined in the tax code. The income  requirements
applicable to REITs and the definition of qualifying income for purposes of this
90% test are similar in most, but not all,  respects.  Qualifying income for the
90% test generally  includes  passive  income,  such as specified  types of real
property rents,  dividends and interest.  We cannot  guarantee that we will meet
this qualifying  income test. If we were to be taxed as a corporation,  we would
incur  substantial  tax  liabilities,  Colonial  Properties  Trust would fail to
qualify as a REIT for tax  purposes  and  Colonial  Properties  Trust's  and our
ability to raise additional capital could be impaired.

          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 its 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
as a REIT. Many of the REIT  requirements are highly technical and complex.  The
determination  that Colonial  Properties Trust 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 our gross income
must come from certain sources that are itemized in the REIT tax laws.  Colonial
Properties  Trust is also required to distribute  to  shareholders  at least 95%
(90% for taxable years  beginning  after  December 31, 2000) of our REIT taxable
income,  excluding capital gains. The fact that Colonial  Properties Trust holds
its assets through  Colonial  Realty further  complicates the application of the
REIT  requirements.  Even a technical or  inadvertent  mistake could  jeopardize
Colonial Properties Trust's REIT status. Furthermore, Congress and the IRS might
make  changes to the tax laws and  regulations,  and the courts  might issue new
rulings that make it more  difficult,  or  impossible,  for Colonial  Properties
Trust 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,  Colonial
Properties  Trust  would be subject to federal  income tax at regular  corporate
rates.   Also,  unless  the  IRS  granted  us  relief  under  certain  statutory
provisions,  Colonial  Properties Trust would remain  disqualified as a REIT for
the four years  following  the year  Colonial  Properties  Trust first failed to
qualify. If Colonial Properties Trust 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 our securities. In addition, Colonial
Properties  Trust  would no  longer be  required  to make any  distributions  to
shareholders,   but  we  would  still  be  required  to   distribute   quarterly
substantially all of our net cash revenues to our unitholders.

          REIT Modernization Act changes to the REIT asset tests.  Currently,  a
REIT may not own  securities in any one issuer if the value of those  securities
exceeds 5% of the value of the REIT's  total assets or the  securities  owned by
the REIT represent more than 10% of the issuer's  outstanding voting securities.
As a result of the REIT Modernization Act, after December 31, 2000, the 5% value
test and the 10% voting  security test will be modified in two respects.  First,
the 10%  voting  securities  test will be  expanded  so that  REITs also will be
prohibited from owning more than 10% of the value of the outstanding  securities
of any one issuer. Second, an exception to these tests that will allow a REIT to
own  securities  of a  subsidiary  that exceed the 5% value test and the new 10%
vote or value test if the subsidiary  elects to be a "taxable REIT  subsidiary,"
which would be a fully taxable corporation. The expanded 10% vote or value test,
however,  will not  apply to an  existing  subsidiary  unless  it  engages  in a
substantial  new line of  business  or  acquires  any  substantial  asset or the
Company  acquires any securities in that subsidiary after July 12, 1999. Under a
new asset test, for taxable years beginning after December 31, 2000, the Company
will not be able to own securities of taxable REIT  subsidiaries  that represent
in the aggregate  more than 20% of the value of the Company's  total assets.  At
the present  time,  no decision  has been made as to whether  Colonial  Property
Services, Inc. will elect to be treated as a taxable REIT subsidiary.

          Several  provisions  of the new law will  ensure  that a taxable  REIT
subsidiary will be subject to an appropriate  level of federal income  taxation.
For example,  a taxable REIT subsidiary will be limited in its ability to deduct
interest payments made to an affiliated REIT. In addition, the REIT will have to
pay a 100%  penalty  tax on some  payments  that  it  receives  if the  economic
arrangements  between  the  REIT,  the  REIT's  tenants,  and the  taxable  REIT
subsidiary are not comparable to similar arrangements between unrelated parties.


<PAGE>



Item 2.           Properties.


General

          As of December 31, 1999, CRLP's real estate portfolio consisted of 111
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 84  properties  since the IPO.  Since the IPO,  CRLP has  developed 17
additional Multifamily Properties,  and two Office Properties,  and has disposed
of nine properties, all through tax-deferred, like-kind exchanges. Additionally,
CRLP maintains  non-controlling partial interests of 15% to 50% in ten operating
properties.  The 111 Properties  owned by CRLP at December 31, 1999 consisted of
52 Multifamily Properties,  18 Office Properties,  and 41 Retail Properties,  as
described in more detail below.

                              Summary of Properties
<TABLE>
<CAPTION>
                                          Units/          Property        Total 1999       Percentage
                          Number of        GLA/          Revenue (2)       Property       Occupancy at
 Type of Property         Properties      NRA (1)       (in thousands)    Revenue (2)    Dec. 31, 1999 (3)
----------------------   -----------   -------------   ---------------   ------------   -----------------

<S>                              <C>         <C>            <C>                <C>           <C>
 Multifamily                     52          16,415 (4)     $ 116,330          40.0%         93.9%
 Office                          18       3,137,509 (5)        41,067          14.1%         93.3%
 Retail                          41      13,947,410 (6)       133,752          45.9%         89.9%
                         -----------                   ---------------   ------------
     Total                      111                         $ 291,149         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,
     1999.
(2)  Includes  CRLP's  proportionate  share of revenue  from those  Multifamily,
     Office and Retail  Properties  accounted for under the equity  method,  and
     CRLP's share of the properties disposed of in 1999.
(3)  Excludes the  units/square  feet of development or expansion  phases of six
     Multifamily Properties,  two Office Properties, and three Retail Properties
     that had not achieved stabilized occupancy as of December 31, 1999.
(4)  Amount  includes 1,949 units which the Company  maintains a 15.0% ownership
     interest.
(5)  Amount  includes  65,840  square feet which the Company  maintains a 33.33%
     ownership interest.
(6)  Amount includes  1,124,291 square feet which the Company  maintains a 50.0%
     ownership interest.
</FN>
</TABLE>

Multifamily Properties

          The 52  Multifamily  Properties  owned by CRLP at December  31,  1999,
contain a total of 16,415 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 17 additional Multifamily Properties and disposed of eight Multifamily
Properties.  Twenty-three  Multifamily  Properties  (containing a total of 7,697
apartment units) are located in Alabama, 16 Multifamily Properties (containing a
total of 5,366  apartment  units)  are  located  in  Florida,  nine  Multifamily
Properties  (containing  a total of  1,938  apartments  units)  are  located  in
Georgia, one Multifamily Property (containing a total of 328 apartment units) is
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, 1999.
<PAGE>

                             Multifamily Properties
<TABLE>
<CAPTION>
                                                                                    Average    Total Multifamily Percent of
                                         Year      Number   Approximate              Rental      Property       Total 1999
 Multifamily                           Completed     of     Rentable Area Percent     Rate     Revenue for       Property
 Property (1)              Location       (2)      Units (3)(Square Feet) Occupied  Per Unit      1999           Revenue (4)
----------------------- -------------- ---------- -------- ------------- -------- --------------------------    -----------

 Alabama:
<S>                      <C>          <C>            <C>       <C>        <C>        <C>         <C>                 <C>
 CG at Edgewater         Huntsville    1990           500       541,650    90.2%      680         3,568,657           1.2%
 CG at Galleria          Birmingham    1986/96      1,080     1,195,186    89.3%      666         7,549,207           2.6%
 CG at Galleria Woods    Birmingham    1994           244       260,720    96.3%      658         1,791,054           0.6%
 CG at Liberty Park      Birmingham    1999            44        43,780       (7)     987            64,856  (6)      0.0%
 CG at Madison           Huntsville    1999           200       199,000       (7)     753           534,509  (6)      0.2%
 CG at Mountain Brook (8)Birmingham    1987/91        392       392,700    94.4%      680         2,226,957  (8)      0.8%
 CG at Promenade         Montgomery    1999           144       143,280       (7)     796           367,458  (6)      0.1%
 CG at Riverchase        Birmingham    1984/91        468       745,840    90.8%      776         3,989,662           1.4%
 CG/CV at Inverness LakesMobile        1983/96        498       506,386    94.6%      614         3,502,926           1.2%
 Colony Park             Mobile        1975           201       129,600    91.5%      400           835,892           0.3%
 CV at Ashford Place     Mobile        1983           168       139,128    92.3%      517         1,000,381           0.3%
 CV at Cahaba Heights (8)Birmingham    1992           125       131,230    98.4%      705           784,884  (8)      0.3%
 CV at Hillcrest         Mobile        1981           104       114,400   100.0%      619           788,737           0.3%
 CV at Hillwood          Montgomery    1984           160       150,912    97.5%      562           990,881           0.3%
 CV at Huntleigh Woods   Mobile        1978           233       199,052    94.4%      460         1,218,201           0.4%
 CV at Inverness         Birmingham    1986/87/90     586       491,072    97.4%      588         3,924,860           1.3%
 CV at McGehee Place     Montgomery    1986/95        468       404,188    89.3%      559         2,688,016           0.9%
 CV at Monte D'Oro       Birmingham    1977           200       295,840    99.5%      658         1,607,116           0.6%
 CV at Research Park     Huntsville    1987/94        736       809,344    86.3%      610         4,567,061           1.6%
 CV at Rocky Ridge       Birmingham    1984           226       258,900    98.7%      640         1,529,280           0.5%
 CV at Trussville        Birmingham    1996/97        376       410,340    94.7%      699         2,891,258           1.0%
 Patio                   Auburn        1966/83/84     240       179,040    92.1%      421         1,105,853           0.4%
 Ski Lodge Tuscaloosa    Tuscaloosa    1976/92        304       273,056    97.0%      413         1,544,765           0.5%
                                                  -------- ------------- -------- --------    --------------    -----------
      Subtotal - Alabama (23 Properties)            7,697     8,014,644    92.5%      624        49,072,471          16.8%
                                                  -------- ------------- -------- --------    --------------    -----------
 Florida:
 CG at Bayshore          Bradenton     1997           376       368,870    97.9%      731         3,269,156           1.1%
 CG at Carrollwood       Tampa         1966           244       286,080    99.6%      835         2,295,220           0.8%
 CG at Citrus Park       Tampa         1999           176       200,288    94.3%      878         1,480,260  (6)      0.5%
 CG at Cypress Crossing  Orlando       1999           250       314,596    93.6%      975         2,566,739  (6)      0.9%
 CG at Gainesville       Gainesville   1989/93/94     560       488,624    97.7%      750         4,793,642           1.6%
 CG at Heather Glen      Orlando       1999           228       226,860       (7)     866           572,414  (6)      0.2%
 CG at Heathrow          Orlando       1997           312       370,028    93.3%      910         3,337,699           1.1%
 CG at Hunter's Creek    Orlando       1997           496       624,464    96.0%      889         5,057,741           1.7%
 CG at Kirkman (9)       Orlando       1991             -             -        -        -           805,462  (9)      0.3%
 CG at Lakewood Ranch    Sarasota      1999           288       301,656    95.8%      907         1,992,614  (6)      0.7%
 CG at Palm Aire         Sarasota      1991           248       251,504    97.2%      814         2,307,676           0.8%
 CG at Palma Sola        Bradenton     1992           340       291,796    91.2%      709         2,593,782           0.9%
 CG at Ponte Vedra (8)   Jacksonville  1988           240       211,640    93.3%      705         1,358,704  (8)      0.5%
 CV at Cordova           Pensacola     1983           152       116,400    97.4%      522           926,026           0.3%
 CV at Lake Mary         Orlando       1991/95        504       431,396    98.4%      679         4,200,380           1.4%
 CV at Oakleigh          Pensacola     1997           176       185,680    91.0%      722         1,509,376           0.5%
 CV at River Hills (8)   Tampa         1991/97        776       690,312    91.3%      632         4,253,500  (8)      1.5%
                                                  -------- ------------- -------- --------    --------------    -----------
      Subtotal - Florida (16 Properties)            5,366     5,360,194    95.8%      770        43,320,391          14.8%
                                                  -------- ------------- -------- --------    --------------    -----------
 Georgia:
 CG at Barrington (8)    Macon         1996           176       191,940    99.4%      688         1,015,579  (8)      0.3%
 CG at Spring Creek      Macon         1992/94        296       328,032    93.2%      637         2,165,618           0.7%
 CG at Wesleyan          Macon         1997           328       382,946    94.2%      724         2,225,918           0.8%
 CV at North Ingle       Macon         1983           140       133,338    88.6%      562           804,267           0.3%
 CV at Stockbridge (8)   Stockbridge   1993/94        240       253,200    91.3%      744         1,338,734  (8)      0.5%
 CV at Timothy Woods     Athens        1996           204       211,444    98.0%      752         1,665,469           0.6%
 CV at Vernon Marsh      Savannah      1986/87        178       151,226    97.2%      629         1,321,736           0.5%
 CV at Walton Way        Augusta       1984           256       254,264       (7)     560         1,391,302  (6)      0.5%
 CV at White Bluff       Savannah      1986           120       108,288    95.8%      640           930,903           0.3%
                                                  -------- ------------- -------- --------    --------------    -----------
      Subtotal - Georgia (9 Properties)             1,938     2,014,678    97.0%      665        12,859,526           4.5%
                                                  -------- ------------- -------- --------    --------------    -----------
                                                  -------- ------------- -------- --------    --------------    -----------
 Mississippi:
 CG at Natchez Trace     Jackson       1995/97        328       342,800    98.2%      658         2,493,318           0.9%
                                                  -------- ------------- -------- --------    --------------    -----------
      Subtotal - Mississippi (1 Property)             328       342,800    98.2%      658         2,493,318           0.9%
                                                  -------- ------------- -------- --------    --------------    -----------
 South Carolina:
 CV at Ashley Plantation Bluffton      1998           414       425,095       (7)     777         2,918,196  (6)      1.0%
 CV at Caledon Wood      Greenville    1995/96        350       348,305    94.6%      709         2,609,160           0.9%
                                                  -------- ------------- -------- --------    --------------    -----------
      Subtotal - South Carolina (2 Properties)        764       773,400    94.6%      746         5,527,356           0.9%
                                                  -------- ------------- -------- --------    --------------    -----------
                                                  -------- ------------- -------- --------    --------------    -----------
 Texas:
 CV at Haverhill         San Antonio   1997           322       326,914    88.5%      884         3,056,624           1.0%
                                                  -------- ------------- -------- --------    --------------    -----------
      Subtotal - Texas (1 Property)                   322       326,914    88.5%      884         3,056,624           1.0%
                                                  -------- ------------- -------- --------    --------------    -----------
                                                                         --------
      TOTAL (52 Properties)                        16,415    16,832,630    93.9%    $ 688 (5) $ 116,329,686          40.0%
                                                  ======== ============= ======== ========    ==============    ===========

(footnotes on next page)
<PAGE>
<FN>
(1)  All Multifamily Properties are 100% owned by CRLP with the exception of the
     properties  noted in (8)  below.  In the  listing of  Multifamily  Property
     names, CG has been used as an abbreviation  for Colonial Grand and CV as an
     abbreviation for Colonial Village.
(2)  Year initially completed and, where applicable, year(s) in which additional
     phases were completed at the Property.
(3)  Units (in this table only) refers to multifamily apartment units. Number of
     Units  includes all apartment  units occupied or available for occupancy at
     December 31, 1999.
(4)  Percent  of  Total  1999  Property   Revenue   represents  the  Multifamily
     Property's  proportionate  share of all revenue from CRLP's 111 Properties,
     including the partially owned properties.
(5)  Represents  weighted  average  rental  rate per unit of the 52  Multifamily
     Properties at December 31, 1999.
(6)  Represents revenues from the date of CRLP's  development/expansion  of this
     Property in 1999 through December 31, 1999.
(7)  Expanded or newly developed property currently undergoing lease-up.
(8)  These properties were sold by CRLP during 1999 to a joint venture formed by
     CRLP and an unrelated party. CRLP holds a 15%  non-controlling  interest in
     this joint venture.
(9)  This property was sold during 1999.
</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:

<TABLE>
<CAPTION>
                                                                    Average Base
                               Number              Percent          Rental Rate
     Year-End                of Units (1)         Leased (2)          Per Unit
     --------                ------------         -----------         --------
<S>                             <C>                   <C>              <C>
 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
 December 31, 1995               11,239                95.7%            $552


<FN>
(1)  Units (in this table only) refers to multifamily  apartment  units owned at
     year end,  which  includes  1,949 units  partially  owned by the Company at
     December 31, 1999.
(2)  Represents  weighted average  occupancy of the Multifamily  Properties that
     had achieved stabilized occupancy at the end of the respective period.
</FN>
</TABLE>

Office Properties

         The 18 Office Properties owned by CRLP at December 31, 1999,  contain a
total of approximately  3.1 million rentable square feet.  Fifteen of the Office
Properties are located in Alabama  (representing  71% 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
30,000 square feet to 536,000 square feet.  Five of the Office  Properties  were
developed by Colonial,  four 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, 1999.



<PAGE>
                                Office Properties
<TABLE>
<CAPTION>
                                                                                               Average
                                                                                                Base
                                                               Net                              Rent
                                                             Rentable                            Per       Total Office  Percent of
                                                    Year       Area               Total         Leased        Property   Total 1999
 Office                                           Completed   Square   Percent  Annualized      Square      Revenue for   Property
 Property (1)                          Location      (2)       Feet    Leased   Base Rent(2)     Foot        1999 (3)    Revenue (4)
-----------------------------------  ------------ ---------- --------  ------- ------------  -----------  --------------   -------

Alabama:
<S>                                  <C>          <C>        <C>       <C>    <C>             <C>       <C>                 <C>
Interstate Park                      Montgomery   1982-85/89  226,992   97.3%  $  2,950,332    $  13.86  $  3,126,350        1.0%
Riverchase Center                    Birmingham   1984-88     304,731   92.6%     2,818,325        9.98     3,355,926        1.1%
International Park                   Birmingham   1987/89     109,810   99.6%     1,377,267       14.97     1,390,077        0.5%
1800 International Park (8)          Birmingham         1999  146,128    (7)            (7)         (7)        23,615(6)     0.0%
Colonial Plaza                       Birmingham         1982  178,617   69.3%     1,950,429       16.62     1,776,589        0.6%
Progress Center                      Huntsville   1983-91     224,329   98.1%     2,088,741        9.48     2,231,219        0.8%
Lakeside Office Park                 Huntsville   1989/90     121,520   91.8%     1,454,016       13.07     1,522,745        0.5%
AmSouth Center                       Huntsville         1990  154,421   94.5%     2,588,088       17.73     3,192,903        1.1%
Colonial Center at Research Park     Huntsville         1999  131,686    (7)            (7)         (7)       214,887(6)     0.1%
250 Commerce St                      Montgomery   1904/81      36,935   100.0%      401,544       10.86       427,112        0.1%
Anderson Block (5)                   Montgomery   1981/83      33,589    97.7%      110,101       10.06       124,109        0.0%
Land Title Bldg                      Birmingham         1975   32,251   100.0%      131,481       12.23       149,381        0.1%
Independence Plaza                   Birmingham         1979  105,805    89.4%    1,313,797       13.89     1,491,927        0.5%
Shades Brook Building                Birmingham         1979   34,410    83.9%      444,969       15.42       433,696        0.1%
Emmett R. Johnson Building           Birmingham   1982/95     162,763    94.4%    2,535,499       16.51     1,436,632(6)     0.5%
Perimeter Corporate Park             Huntsville   1986/89     234,465    85.1%    2,858,070       14.33     3,400,453        1.2%
                                                              -------  --------  ------------   ---------- -------------     ----
     Subtotal-Alabama (15 Properties)                       2,238,452    91.4%   23,022,659       13.21     24,297,621       8.2%
                                                              -------  --------  ------------   ---------- -------------     ----
Florida:
Concourse Center                     Tampa        1981/85     291,400    97.2%    4,567,104       16.12     4,690,782        1.6%
University Park Plaza                Orlando            1985   71,945    90.5%      950,796       14.93     1,015,187        0.3%
                                                              -------  --------  ------------    --------- -------------     ----
     Subtotal-Florida (2 Properties)                          363,345    95.9%    5,517,900       15.90     5,705,969        1.9%
                                                              -------  --------   -----------    --------- -------------     ----
Georgia:
Colonial Center at Mansell Overlook  Atlanta   1987/96/97     535,712    98.4%   10,787,855       22.53    11,063,385        3.8%
                                                              -------  --------  ------------    --------- -------------     ----
     Subtotal-Georgia (1 Property)                            535,712    98.4%   10,787,855       22.53    11,063,385        3.8%
                                                              -------  --------  ------------    --------- -------------     ----
     TOTAL (18 Properties)                                  3,137,509    93.3%  $39,328,414     $ 15.29   $41,066,975       14.1%
                                                              =======  ========  ============    ========= =============     ====


<FN>
(1)  All  Office  Properties  are 100%  owned by CRLP  with  the  exceptions  of
     Anderson  Block and Land Title  Building,  which are each  33.33%  owned by
     CRLP.
(2)  Year initially  completed and, where applicable,  most recent year in which
     the Property was substantially renovated or in which an additional phase of
     the Property was completed.
(3)  Total 1999 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 $530,544 of straight-line rents
     reflected in CRLP's Consolidated  Financial Statements for the period ended
     December 31, 1999.
(4)  Percent of Total 1999 Property  Revenue  represents  the Office  Property's
     proportionate share of all revenue from CRLP's 111 Properties.
(5)  CRLP has a leasehold interest in this Property.
(6)  Represents revenues from the date of CRLP's acquisition of this Property in
     1999 through December 31, 1999.
(7)  These properties were recently developed and are currently undergoing
     lease-up.
(8)  This property is located within the  International  Park office complex and
     is included in the property total with International Park.
</FN>
</TABLE>



<PAGE>



         The following  table sets out a schedule of the lease  expirations  for
leases in place as of December 31, 1999,  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 Lease(Square Feet) (1Leases (1)(2)  Expiring Leases(1)
---------------------------------------------------------------------------------

<S>                 <C>          <C>             <C>                 <C>
    2000             161          632,280         8,095,029           20.6%
    2001              73          400,515         5,705,864           14.5%
    2002              81          424,057         6,115,747           15.6%
    2003              54          438,179         6,654,753           16.9%
    2004              56          365,716         5,565,872           14.2%
    2005              18          274,475         3,084,551            7.8%
    2006               7          133,015         1,695,560            4.3%
    2007               5           58,397           959,765            2.4%
    2008               3           26,486           503,363            1.3%
    2009               6           52,749           899,910            2.3%
    Thereafter         4           35,000            48,000            0.1%
                ---------     ------------    --------------     -----------
                     468        2,840,869       $39,328,414          100.0%
                =========     ============    ==============     ===========

<FN>
(1)  Excludes  297,000  square feet of space not leased as of December 31, 1999.
(2) Annualized base rent is calculated using base rents as of December 31, 1999.
</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, 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
December 31, 1995           1,009,000            94.0%                 $13.52
-----------------
<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 65,840 square feet that is partially owned by
     CRLP at December 31, 1999.
</FN>
</TABLE>

Retail Properties

          The 41 Retail Properties owned by CRLP at December 31, 1999, contain a
total of approximately 13.9 million square feet (including space owned by anchor
tenants).  Twelve 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, and two
are located in Virginia.  The Retail Properties  consist of 16 enclosed regional
malls, two power centers, and 23 neighborhood  shopping centers.  Nine of the 40
Retail  Properties were originally  developed by CRLP, 31 were acquired  between
1994 and 1998,  and one was acquired in 1999.  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, 1999.



<PAGE>

                                Retail Properties
<TABLE>
<CAPTION>
                                                                                                        Average
                                                                                                         Base
                                                               Gross                                     Rent
                                                             Leasable                                    Per   Total Retail   % of
                                                   Year        Area        Number             Total     Leased  Property  Total 1999
 Retail                                          Completed    (Square        Of   Percent   Annualized  Square Revenue for  Property
 Property (1)                       Location        (2)      Feet) (3)     Stores Leased (3)Base Rent   Foot(4)   1999(10)Revenue(5)
----------------------------------------------------------------------------------------------------------------------------  -----

 Alabama:
<S>                                <C>          <C>           <C>             <C>   <C>   <C>         <C>        <C>          <C>
 Colonial Mall Decatur              Decatur      1979/89       494,895         59    86.9% $ 3,507,389 $ 16.92    5,541,189    1.9%
                                                                80,866 (6)
 Brookwood Village Mall             Birmingham   1973/91       460,599         66       (8)  3,824,878   14.66    6,831,926    2.3%
                                                               231,953 (6)
 Colonial Mall Gadsden              Gadsden      1974/91       490,898         62    94.5%   3,004,299   16.54    5,049,928    1.7%
 Colonial Mall Auburn/Opelika       Auburn       1973/84/89    399,889         61    89.5%   2,668,936   17.61    4,349,120    1.5%
 Colonial Promenade Montgomery      Montgomery   1990/97       273,196         40    92.7%   2,588,512            3,170,784    1.1%
                                                               146,121 (6)
 Colonial Shoppes McGehee           Montgomery   1986           54,638         17    61.9%     426,509   12.58      567,512    0.2%
                                                                50,000 (6)
 Colonial Shoppes Bellwood          Montgomery   1988           42,762         20    82.3%     456,145   11.83      590,142    0.2%
                                                                50,000 (6)
 Old Springville                    Birmingham   1982           63,707         12    46.1%     214,559    8.29      257,573    0.1%
 Colonial Shoppes Inverness         Birmingham   1984           28,243          5   100.0%     432,188   12.66      537,287    0.2%
 Olde Town                          Montgomery   1978/90        38,822         16    86.4%     322,033   10.22      420,136    0.1%
 Colonial Promenade Tutwiler Farm(8)Birmingham   Development         -          -        -           -       -      134,836    0.0%
 Bel Air Mall                       Mobile       1966/90/97  1,099,041        106    87.2%   7,859,254   14.97   11,998,379    4.1%
                                                               333,990 (6)
 Parkway City Mall                  Huntsville   1975          415,440         44       (8)  1,329,513   11.35    1,518,461    0.5%
 P&S Building (9)                   Gadsden     1946/76/91      39,560          1   100.0%     178,020    4.50      178,020    0.1%

                                                            -----------   --------------------------------------------------  -----
     Subtotal-Alabama (12 Properties)                        4,794,620        509    87.5%  26,812,235   15.03   41,145,293   14.1%
                                                            -----------   --------------------------------------------------  -----
 Florida:
 Colonial Promenade University Park Orlando      1986/89       399,111         36    81.4%   2,483,362   14.98    3,857,249    1.3%
 Colonial Promenade Tuskawilla      Orlando      1990          217,209         27    94.1%   1,320,904   13.19    1,840,898    0.6%
 Colonial Promenade Burnt Store     Punta Gorda  1990          198,918         29    92.2%   1,368,434   12.38    1,581,461    0.5%
 Colonial Promenade Winter Haven    Orlando      1986          197,472         23    86.4%   1,296,058   12.68    1,829,071    0.6%
 Northdale Court                    Tampa        1988          192,726         24       (8)    981,663   12.50    1,339,272    0.5%
                                                                55,000 (6)
 Colonial Promenade Bear Lake       Orlando      1990          131,552         20    46.4%     745,046   13.14      984,413    0.3%
 Colonial Shoppes Paddock Park      Ocala        1988           87,136         17    96.8%     709,143   12.97      916,052    0.3%
 Colonial Promenade Bardmoor VillageSt. Petersbur1981          152,667         30    75.3%   1,201,320   15.46    1,729,879    0.6%
 Colonial Promenade Hunter's Creek  Orlando      1993/95       222,485         26    95.8%   1,871,614   14.71    2,543,897    0.9%
 Colonial Promenade Wekiva          Orlando      1990          209,398         26    90.8%   1,825,929   12.97    2,569,181    0.9%
 Colonial Promenade Lakewood        Jacksonville 1995          193,833         50    96.2%   1,685,106   11.39    2,312,432    0.8%
 Orlando Fashion Square             Orlando      1973/89/93    708,851        131    92.6%   9,997,980   25.87    8,584,676    2.9%
                                                               361,432 (6)
                                                            -----------   --------------------------------------------------  -----
     Subtotal-Florida (12 Properties)                        3,327,790        439    87.6%  25,486,559   18.07   30,088,481   10.3%
                                                            -----------   --------------------------------------------------  -----
 Georgia:
 Macon Mall                         Macon        1975/88/97    758,399        158    90.6%  10,546,232   22.81   17,743,446    6.1%
                                                               682,160 (6)
 Colonial Promenade Beechwood       Athens       1963/92       343,569         47    90.7%   2,415,421   10.24    2,977,491    1.0%
 Britt David                        Columbus     1990          109,630          9    98.5%     273,458   12.73      941,410    0.3%
 Colonial Mall Lakeshore            Gainesville  1984-97       518,115         69    91.9%   3,663,564   18.26    5,989,399    2.1%
 Colonial Mall Valdosta             Valdosta     1982-85       327,249         57    95.1%   3,042,992   16.69    5,972,488    2.1%
                                                                73,723 (6)
 Colonial Mall Glynn Place          Brunswick    1986          281,901         57    84.2%   2,800,795   17.49    4,117,877    1.4%
                                                               225,549 (6)
 Village at Roswell Summit          Atlanta      1988           25,510          9   100.0%     293,071   14.56      470,679    0.2%

                                                            -----------   --------------------------------------------------  -----
     Subtotal-Georgia (7 Properties)                         3,345,805        406    90.7%  23,035,533   18.56   38,212,790   13.2%
                                                            -----------   --------------------------------------------------  -----
 North Carolina:
 Colonial Mall Burlington           Burlington   1969/86/94    412,697         57    94.6%   2,772,983   16.26    5,406,600    1.9%
 Mayberry Mall                      Mount Airy   1968/86       150,823         22    97.1%     806,451   10.91    1,148,697    0.4%
                                                                57,843 (6)
 Plaza Mall                         Greenville   1965/89/99    421,453         61    96.7%   3,531,909   17.22    1,924,725(7) 0.7%
                                                                46,051 (6)
 Colonial Shoppes Quaker            Greensboro   1968/88/97    103,548         29    93.7%     964,165   12.97    1,422,639    0.5%
 Colonial Shoppes Yadkin            Yadkinville  1971/97        90,917         11    90.7%     609,923    7.00      707,123    0.2%
 Colonial Shoppes Stanly            Locust       1987/96        46,970          8   100.0%     255,445    7.84      285,951    0.1%
                                                            -----------   --------------------------------------------------  -----
     Subtotal-North Carolina (6 Properties)                  1,330,302        188    95.6%   8,940,876   14.51   10,895,735    3.7%
                                                            -----------   --------------------------------------------------  -----
 South Carolina:
 Colonial Mall Myrtle Beach         Myrtle Beach 1986          486,493         72    92.5%   4,261,940   20.28    8,346,881    2.9%
                                                            -----------   --------------------------------------------------  -----
     Subtotal-South Carolina (1 Property)                      486,493         72    92.5%   4,261,940   20.28    8,346,881    2.9%
                                                            -----------   --------------------------------------------------  -----
 Tennessee:
 Rivermont Shopping Center          Chattanooga  1986/97        73,539         10    95.4%     385,290    6.43      503,190    0.2%
                                                             -----------   --------------------------------------------------  -----
     Subtotal-Tennessee (1 Property)                            73,539         10    95.4%     385,290    6.43      503,190    0.2%
                                                            -----------   --------------------------------------------------  -----
 Virginia:
 Colonial Mall Staunton             Staunton     1969/86/97    423,177         50    91.8%   1,925,376   10.98    3,289,907    1.1%
 Colonial Promenade Abington        Abingdon     1987/96       165,684         18   100.0%   1,015,969   10.31    1,270,073    0.4%
                                                            -----------   --------------------------------------------------  -----
     Subtotal-Virginia (2 Properties)                          588,861         68    94.1%   2,941,345   10.78    4,559,980    1.6%
                                                            -----------   --------------------------------------------------  -----
     Total (41 Properties)                                  13,947,410      1,692    89.9% $91,863,778 $ 16.66 $133,752,350   45.9%
                                                            ===========   ==================================================  =====
(footnotes on next page)

<FN>
(1)  All Retail Properties are 100% owned by CRLP, with the exception of Orlando
     Fashion Square and Parkway City mall, 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 1999 Property  Revenue  represents  the Retail  Property's
     proportionate share of all revenue from the 111 Properties.
(6)  Represents space owned by anchor tenants.
(7)  Represents  revenues from the date of CRLP's acquisition of the Property in
     1999 through December 31, 1999.
(8)  This property is currently under development and is not included in the
     property total.
(9)  This  property is located on the premises of the Colonial  Mall Gadsden and
     is included in the property total with Colonial Mall Gadsden.
(10) Amounts  exclude  $710,400  of  straight-line  rents  reflected  in  CRLP's
     Consolidated Financial Statements for the period ended December 31, 1999.
</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>
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
December 31, 1995              3,758,000           93.1%            $13.23
<FN>
(1)  Excludes  2,395,000  square  feet of space  owned  by  anchor  tenants  and
     includes  1,124,291  square feet  partially  owned by CRLP at December  31,
     1999.
(2)  Average  base rent per leased  square foot is  calculated  using  specialty
     store year-end base rent figures.
</FN>
</TABLE>

         The following  table sets out a schedule of the lease  expirations  for
leases in place as of December 31, 1999, 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>
2000                      375          1,217,885       12,565,084         13.7%
2001                      208            744,002        8,024,893          8.7%
2002                      247            770,532       10,017,682         10.9%
2003                      170            802,113        7,520,417          8.2%
2004                      174          1,361,508        9,137,176          9.9%
2005                      100            322,579        5,671,149          6.2%
2006                      101          1,167,922        7,818,020          8.5%
2007                      113          1,171,862        8,365,703          9.1%
2008                       66            508,596        5,272,415          5.7%
2009                       59            560,417        4,959,719          5.4%
Thereafter                 79          3,546,539       12,511,520         13.6%
                --------------    ---------------    -------------    ----------
                        1,692         12,173,955     $ 91,863,778        100.0%
                ==============    ===============    =============    ==========
<FN>
(1)  Excludes  2,395,000  square  feet of space  owned  by  anchor  tenants  and
     1,883,000 square feet of space not leased as of December 31, 1999.
(2) Annualized base rent is calculated using base rents as of December 31, 1999.
</FN>
</TABLE>


Undeveloped Land

         CRLP owns nine  undeveloped  land parcels  consisting of  approximately
175.0 acres (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.  CRLP currently owns one such parcel.  For
expansions  at Retail  Properties,  CRLP owns  parcels  both  contiguous  to the
boundaries of Retail Properties,  which would accommodate  expansion of the mall
or shopping center, and outparcels which are suitable for restaurants, financial
institutions or free standing retailers. CRLP owns two such parcels.


Property Markets

         The table  below sets forth  certain  information  with  respect to the
geographic concentration of the Properties as of December 31, 1999.

                     Geographic Concentration of Properties
<TABLE>
<CAPTION>
                                                                                Percent
                   Units                                         Total         Of Total
                  (Multifamily)   GLA            NRA         1999 Property     1999 Property
    State           (1)        (Retail) (2)   (Office)(3)       Revenue         Revenue
--------------   ----------   ------------   ------------   ---------------   --------------

<S>                  <C>        <C>            <C>           <C>                   <C>
 Alabama             7,697      4,794,620      2,238,452     $ 114,515,385         39.4%
 Florida             5,366      3,327,790        363,345        79,114,841         27.2%
 Georgia             1,938      3,345,805        535,712        61,635,459         21.2%
 Mississippi           328            -0-            -0-         2,493,318          0.9%
 North Carolina        -0-      1,330,302            -0-        10,895,735          3.7%
 South Carolina        764        486,493            -0-        13,874,237          4.8%
 Tennessee             -0-         73,539            -0-           503,190          0.2%
 Texas                 322            -0-            -0-         3,056,624          1.0%
 Virginia              -0-        588,861            -0-         4,559,980          1.6%
                 ----------   ------------   ------------   ---------------   -----------
     Total          16,415     13,947,410      3,137,509     $ 290,648,769        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, 1999,  of  approximately  $1.04  billion
carrying  a  weighted  average  interest  rate of 7.15% and a  weighted  average
maturity  of 7.0  years.  The  mortgage  indebtedness  on the  Properties  as of
December 31, 1999, is set forth in the table below:



<PAGE>



                         Mortgage Debt and Notes Payable
<TABLE>
<CAPTION>
                                                                     Anticipated
                                                                     Annual Debt
                                                   Principal        Service                    Estimated
                                     Interest     Balance (as of    (1/1/00-      Maturity     Balance Due
 Property (1)                           Rate       12/31/99)       12/31/00)      Date (2)     on Maturity
-----------------------------------  ----------  --------------  --------------  ----------   ------------
 Multifamily Properties:
<S>                                     <C>         <C>              <C>          <C>     <C> <C>
     CG at Carrollwood                  7.490%      10,200,000       $ 763,980    08/27/09    $10,200,000
     CG at Natchez Trace                7.950%       6,795,394         612,387    09/01/35         47,813
     CG at Natchez Trace                8.000%       4,050,445         371,424    02/01/37         29,071
     CV at Rocky Ridge                  5.900%       6,000,000         354,000    08/01/02 (4)  6,000,000
     CV at Rocky Ridge                  7.625%       1,146,667         208,731    08/01/02        841,667
     CG at Galleria Woods               6.910%       9,708,854         771,155    07/01/09      8,459,760
     CV at Inverness                    3.980%       9,900,000         495,587    07/01/26 (5)  9,900,000
     CV at Inverness Lakes              5.900%       4,000,000         236,000    08/01/02 (4)  4,000,000
     CV at Inverness Lakes              7.625%       1,495,000         197,022    08/01/02      1,234,167
     CG at Galleria                     3.980%      22,400,000       1,041,395    07/01/26 (5) 22,400,000
     CG at Research Park                3.980%      12,775,000         592,942    07/01/26 (5) 12,775,000
     CV at White Bluff                  3.980%       4,500,000         212,175    07/01/26 (5)  4,500,000
     CV at Vernon Marsh                 3.980%       3,400,000         165,201    07/01/26 (5)  3,400,000
     CV at Hillwood                     5.900%       3,330,000         196,470    08/01/02 (4)  3,300,000
     CV at Hillwood                     7.625%       1,430,000         211,436    08/01/02      1,179,167

 Retail Properties:
     Colonial Promenade Hunter's Creek  8.800%       9,925,950       1,060,640    10/01/01      9,578,044
     Mayberry Mall                      9.220%       3,294,223         362,823    10/01/01      3,237,064
     Colonial Promenade Montgomery      7.490%      12,250,000         917,525    07/01/00     12,250,000
     Rivermont Shopping Center         10.125%       1,587,738         270,113    09/01/08         52,091
     Colonial Promenade Unversity Park  7.490%      21,500,000       1,617,050    03/05/05     21,500,000
     Village at Roswell Summit          8.930%       1,603,043         159,515    09/01/05      1,401,860

 Office Properties:
     Interstate Park                    8.500%       3,910,807         643,623    08/01/03      2,648,144
     Riverchase Center                  7.880%       7,981,452       8,621,945    12/01/00      7,766,043
     Colonial Center 100 at Mansell
       Overlook                         8.625%      13,732,487       1,305,949    01/10/08     15,285,811
     Colonial Center at Mansell Overlook8.250%      17,255,156      15,149,832    06/01/00     13,692,324
     Perimeter Corporate Park           8.680%       5,347,697         610,230    12/01/03      4,858,772

 Other debt:
     Land Loan                          7.580%         610,772         610,722    09/30/00        610,722
     Line of Credit                     7.430% (7) 228,337,000      13,434,213    07/10/00 (8)228,337,000
     Unsecured Senior Notes             7.500%      65,000,000       4,868,724    07/15/01     65,000,000
     Unsecured Senior Notes             8.050%      65,000,000       5,213,989    07/15/06     65,000,000
     Unsecured Senior Notes             7.000%     175,000,000      12,250,008    07/15/06     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    08/01/05     25,000,000
     Medium Term Notes                  7.930%      57,500,000       4,559,750    09/26/05     25,000,000
     Unamortized Discount on Senior Notes           (1,104,853)                                (1,104,853)
                                                 --------------  --------------               ------------
 TOTAL                                           $ 1,039,862,832  $ 95,944,056                $878,379,667
                                                 ==============  ==============               ============

<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)  All of the  mortgages  can be  prepaid at any time,  subject to  prepayment
     penalties  calculated  typically  on a  percentage  basis,  except  for the
     mortgages  encumbering CV at Rocky Ridge, CV at Inverness  Lakes, and CV at
     Hillwood, which are closed to prepayment for varying lengths of time.
(3)  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, 2007.
(4)  These loans are financed through tax-exempt bonds which are credit enhanced
     by Fannie Mae. The loans, which bear interest at a weekly variable interest
     rate, require monthly interest payments through June 2006 and principal and
     interest  payments from July 2006 through June 2026.  The weighted  average
     interest  rate of these  three  loans was 3.93% at December  31,  1999.  On
     February 15, 1999,  CRLP entered into an interest rate swap for these bonds
     at a rate of 3.23%.
(5)  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.
(6)  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, 2010.
(7)  This line of credit  facility bears  interest at a variable rate,  based on
     LIBOR plus a spread that ranges  from 80 to 135 basis  points.  At December
     31, 1999,  the line of credit  facility bore interest at a rate of 95 basis
     points above LIBOR.  The facility also  includes a competitive  bid feature
     that allows CRLP to convert up to $125 million  under the line of credit to
     a fixed rate, for a fixed term not to exceed 90 days. At December 31, 1999,
     there were no amounts outstanding under the competitive bid feature.
(8)  This credit  facility  has a term of two years  beginning  in July 1998 and
     provides  for a  two-year  amortization  in the  event of  non-renewal.  On
     January 4, 1999,  CRLP entered into an interest rate swap for $50.0 million
     of its line of credit at 4.97% plus 80 to 135 basis  points.  Additionally,
     on May 4, 1999,  CRLP entered into an interest  rate swap for $25.0 million
     on its line of credit at a rate of 5.07%.
</FN>
</TABLE>

         In  addition  to the  foregoing  mortgage  debt,  the  six  Multifamily
Properties,  two Office  Properties and two Retail Properties in which CRLP owns
partial  interests (and which  therefore are not  consolidated  in the financial
statements of CRLP) also are subject to existing mortgage  indebtedness.  CRLP's
pro-rata share of such  indebtedness  as of December 31, 1999, was  $49,027,000,
which carried a weighted  average  interest rate of 7.1%.  The maturity dates of
these  loans  range from  February 1, 2000 to October 1, 2009 and as of December
31, 1999, the loans had a weighted average maturity of 9.9 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 1999.



<PAGE>



                                     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 8, 2000, there were 116 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:

<TABLE>
<CAPTION>

       Calendar Period       Distribution

 1999:
<S>                            <C>
 First Quarter.................$ .58
 Second Quarter................$ .58
 Third Quarter.................$ .58
 Fourth Quarter................$ .58

1998:
 First Quarter.................$ .55
 Second Quarter................$ .55
 Third Quarter.................$ .55
 Fourth Quarter................$ .55
</TABLE>


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, 1999.
<TABLE>
<CAPTION>

Dollar amounts in thousands, except unit data                 1999          1998         1997        1996          1995
------------------------------------------------------------------------------------------------------------------------
OPERATING DATA
<S>                                                       <C>          <C>          <C>         <C>           <C>
Total revenue                                             $282,564     $ 257,367    $ 184,126   $ 134,881     $ 111,437
Expenses:
    Depreciation and amortization                           55,185        48,647       33,278      23,533        20,615
    Other operating expenses                                94,354        87,972       63,581      46,819        42,282
Income from operations                                     133,025       120,748       87,267      64,529        48,540
Interest expense                                            57,211        52,063       40,496      24,584        23,972
Other income (expense), net                                  9,489          (62)        3,069       1,104           674
Income before extraordinary items                           85,303        68,623       49,840      41,049        25,242
Dividends to preferred unitholders                          18,531        10,938        1,671           -             -
Net income available to common unitholders                  66,144        57,284       44,519      40,538        25,242
Per unit - basic and diluted:
    Net income                                                1.88          1.64         1.55        1.58          1.28
    Distributions                                             2.32          2.20         2.08        2.00          1.90
------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Land, buildings, and equipment, net                    $ 1,586,332   $ 1,566,840   $1,268,430   $ 801,798     $ 624,514
Total assets                                             1,864,146     1,756,548    1,396,660     947,947       681,297
Total debt                                               1,039,863       909,322      702,044     506,435       354,100
------------------------------------------------------------------------------------------------------------------------
OTHER DATA
Total properties (at end of period)                            111           106           93          73            61
</TABLE>




<PAGE>



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

GENERAL

Colonial  Realty  Limited  Partnership,  a Delaware  limited  partnership is the
operating  partnership  of Colonial  Properties  Trust,  an Alabama  real estate
investment trust (the "Company"),  whose shares are listed on the New York Stock
Exchange. The Company is engaged in the ownership, development,  management, and
leasing of multifamily communities,  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,  1999,  CRLP's  real  estate
portfolio consisted of 52 multifamily communities,  18 office properties, and 41
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 CRLP to utilize specialized management personnel
for each operating  division.  Constant  communication  among the Executive Vice
Presidents and centralized functions of accounting,  information technology, due
diligence and administrative  services provide CRLP with unique synergy allowing
CRLP to take advantage of a variety of investment  opportunities.  Decisions for
investments in  acquisitions  and  developments  and for  dispositions  are also
centralized.

The following  discussion  should be read in conjunction  with the  Consolidated
Financial  Statements and Notes to Consolidated  Financial  Statements appearing
elsewhere in this report.

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 other  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--1999 vs. 1998

In 1999,  CRLP  experienced  growth in  revenues,  operating  expenses,  and net
income,  which is primarily 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
distributions to preferred unitholders increased by $16.5 million, or 24.1%, for
1999 when compared to 1998. On a per unit basis, net income is $1.88 for 1999, a
14.6% increase, compared to $1.64 for 1998. The increase in net income available
to  unitholders,   on  a  per  unit  basis,  is  directly  attributable  to  the
acquisition, development, and expansion of properties.


Revenues--Total  revenues increased by $25.2 million,  or 9.8%, 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 largest portion of the overall revenue increase,  approximately
$11.3 million,  while the office and retail  divisions  account for $6.6 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 $12.9 million,  or
9.5%,  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, $3.5 million, and $1.3 million for
the multifamily,  office, and retail divisions,  respectively,  during 1999 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.




Results of Operations--1998 vs. 1997

In 1998,  CRLP  experienced  growth in  revenues,  operating  expenses,  and net
income,  which  primarily  resulted from the  acquisition  and development of 53
properties   during  1998  and  1997.  As  a  result  of  the  acquisitions  and
developments,  CRLP's net income before  distributions to preferred  unitholders
increased by $22.0 million,  or 47.7%,  for 1998 when compared to 1997. On a per
unit basis,  net income was $1.64 for 1998, a 5.2%  increase,  compared to $1.55
for 1997.  The increase in net income  available to  unitholders,  on a per unit
basis, is primarily attributable to the acquisition,  development, and expansion
of properties.

Revenues--Total  revenues increased by $73.2 million, or 39.8%, during 1998 when
compared to 1997. Of this increase,  $61.7 million relates to revenues generated
by  properties  that were  acquired or  developed  during 1998 and 1997,  net of
revenues of properties  disposed of in 1997. The retail  division  accounted for
the majority of the overall revenue increase, approximately $46.4 million, while
the  multifamily  and  office  division  accounted  for $9.0  million  and $18.2
million,  respectively. The divisional revenue growth was primarily attributable
to the  acquisition  and  development  of 21 retail  properties,  22 multifamily
properties,  and 10  office  properties  during  1998 and  1997.  The  remaining
increase  relates to increases in rental rates at existing  properties and lease
buyouts during 1998.

Operating  Expenses--Total  operating  expenses  increased by $39.8 million,  or
41.1%,  during 1998 when compared to 1997. The majority of this increase relates
to  additional  property  operating  expenses of $20.3  million  and  additional
depreciation  of $13.4 million  associated with properties that were acquired or
developed during 1998 and 1997, net of operating expenses of properties disposed
of during 1997.  Depreciation  expense on existing properties  increased by $1.5
million  during  1998  when  compared  to 1997.  Divisional  property  operating
expenses  increased  by $2.8  million,  $5.5  million,  and  $14.8  million  for
multifamily,  office,  and  retail  divisions,  respectively,  during  1998 when
compared to 1997.  The increase in divisional  property  operating  expenses was
primarily  attributable  to the  acquisition  and  development of 22 multifamily
properties, 10 office properties, and 21 retail properties during 1998 and 1997.
The remaining  increase  primarily relates to increases in operating expenses at
existing  properties,  and overall increases in corporate overhead and personnel
costs associated with CRLP's continued growth.

Other  Income and  Expenses--Interest  expense  increased by $11.6  million,  or
28.6%,  during 1998 when compared to 1997.  The increase in interest  expense is
primarily  attributable  to the assumption of $5.7 million of debt, the issuance
of $175 million in Medium Term Notes, and the net increased usage of CRLP's line
of credit in conjunction with the financing of acquisitions and developments.



LIQUIDITY AND CAPITAL RESOURCES


During 1999, CRLP invested $225.8 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 and private  offerings of equity and debt
totaling  $182.5 million during 1999,  advances on its bank line of credit,  the
issuance  of limited  partnership  units,  the  proceeds  from  joint  ventures,
disposition of assets, and cash from operations.

During 1999,  the Board of Trustees of Colonial  Properties  Trust,  our general
partner,  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 1999, CRLP repurchased  4,612,815 shares at an all in cost
of $122.1 million.




<PAGE>

Acquisition and Development Activities

Multifamily   Properties--During  1999,  CRLP  completed  development  of  1,404
apartment  units in 10  multifamily  communities  and acquired  land on which it
intends to develop additional multifamily communities during 1999. The aggregate
investment in the multifamily developments during 1999 was $105.1 million. As of
December  31,  1999,  CRLP  has  1,290  apartment  units  in  seven  multifamily
communities  under  development or expansion.  Management  anticipates  that the
seven  multifamily  projects will be completed during 2000 and 2001.  Management
estimates  that it will invest an  additional  $15.5  million to complete  these
multifamily communities.

Office   Properties--During   1999,  CRLP  increased  its  office  portfolio  by
approximately 443,000 square feet with the acquisition of one office property at
a cost of $16.5  million,  and the  development  of two  office  properties.  In
addition, CRLP began development on one office property in Atlanta, Georgia. The
aggregate  investment in the office  developments during 1999 was $30.8 million.
Management estimates that it will invest an additional $14.0 million to complete
these properties.

Retail  Properties--During 1999, CRLP added approximately 468,000 square feet of
retail  shopping space through the acquisition of an enclosed mall at a net cost
of $29.3 million.  In addition,  CRLP  continued the  development of a community
shopping center,  began construction of two new community shopping centers,  and
began the redevelopment of an enclosed mall and community  shopping center.  The
aggregate  investment in the retail  developments during 1999 was $32.0 million.
Management  anticipates  that it will  invest an  additional  $68.6  million  to
complete the retail developments.

Joint Ventures

During the third quarter of 1999, CRLP entered into a joint venture with CMS. 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 Colonial 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  nonrecourse  notes,  and the  proceeds  were  distributed
proportionately to the joint venture partners. At December 31, 1999, CRLP had an
ending net investment in the joint venture of $2.8 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 preferred units and debt  securities.  During 1999, CRLP
completed the following equity and debt transactions:

                             Preferred Unit Offering
 -------------------------------------------------------------------------------
                                                       (in thousands)
                                           -------------------------------------
              Number of        Price Per        Gross       Offering       Net
  Date     Preferred Units       Unit          Proceeds       Costs     Proceeds
---------  ----------------   ----------    -------------  ----------  ---------
February       2,000,000      $  50.00      $   100,000     $  2,600   $ 97,400





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

CRLP's  current  borrowing  capacity  under its unsecured line of credit is $250
million.  The  credit  facility,  which  is used by CRLP  primarily  to  finance
additional property investments, bears interest at a rate ranging between 80 and
135 basis points  above LIBOR and is renewable in July 2000.  The line of credit
agreement  includes a competitive bid feature that will allow CRLP to convert up
to $125 million  under the line of credit to a fixed rate,  for a fixed term not
to exceed 90 days. As of December 31, 1999,  the balance  outstanding  on CRLP's
line of credit was $228.3 million.

At December 31, 1999,  CRLP's total  outstanding debt balance was $1.04 billion.
The outstanding  balance  includes fixed rate debt of $758.0 million,  or 72.9%,
and floating-rate  debt of $281.9 million,  or 27.1%. CRLP has obtained interest
rate protection for $50.0 million of the floating-rate debt through the purchase
of an  interest  rate cap  agreement.  The cap  agreement  limits the debt to an
interest rate of 8.00% through May 2, 2000.  CRLP's total market  capitalization
as of December  31, 1999 was $2.0  billion and its ratio of debt to total market
capitalization  was 51.3%.  Certain loan agreements of CRLP contain  restrictive
covenants,  which, among other things,  require maintenance of various financial
ratios. At December 31, 1999, CRLP was in compliance with these covenants.

CRLP has only limited involvement with derivative financial instruments and 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.  Treasury lock agreements are used by CRLP to lock
in interest rates in connection with public debt offerings.  On January 4, 1999,
Colonial  entered  into an  interest  rate swap for $50  million  of its line of
credit at 4.97% plus 80 to 135 basis  points and on January 15,  1999,  Colonial
entered into an interest rate swap for $52 million of tax exempt bonds at a rate
of 3.23%. Additionally,  on May 4, 1999, CRLP entered into an interest rate swap
agreement for $25 million of its line of credit at a rate of 5.07%. All of these
interest  rate swap  agreements  have  one-year  terms and any payments  made or
received under the agreements are recognized as adjustments to interest  expense
as incurred.  On February 10, 2000, CRLP entered into two reverse  interest rate
swap agreements for a total of $50 million of its medium-term  notes.  Under the
terms of the  agreements,  CRLP will receive a fixed  interest rate of 7.37% and
will be  required  to pay a  floating  rate  equal to one  month  LIBOR  that is
compounded  and paid  semi-annually.  Both of these  agreements  have  five-year
terms,  and any payments made or received under the agreements are recognized as
adjustments to interest  expense.  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.

YEAR 2000 ISSUE

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

In order  to  address  the Y2K  problem,  CRLP  reviewed  all of their  property
management and informational  systems, and replaced,  upgraded,  or modified the
systems as needed to minimize the risks  associated  with the Y2K  problem.  The
Year 2000 issue did not have a material  impact on CRLP's  business,  results of
operations, or financial condition.

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,  permanent
financing,   as  market  conditions  permit,  and  the  disposition  of  assets.
Management  believes  that  these  potential  sources  of funds,  along with the
possibility  of  issuing  limited  partnership  units  of CRLP in  exchange  for
properties, will provide CRLP with the means to finance additional acquisitions,
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.



<PAGE>



RECENTLY ISSUED ACCOUNTING STANDARD

Statement of Financial Accounting  Standards No. 133 (SFAS 133),  Accounting for
Derivative  Instruments  and Hedging  Activities,  addresses the  accounting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and hedging activities.  Under SFAS 133, CRLP will be required
to account for derivative  financial  instruments,  if any, at their fair market
value, and make certain required disclosures. CRLP is required to adopt SFAS 133
for periods beginning January 1, 2001.

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 8.           Financial Statements and Supplementary Data.

         The following are filed as a part of this report:

         Report of Independent Accountants

         Financial Statements:

         Consolidated Balance Sheets as of December 31, 1999 and 1998

         Consolidated Statements of Income for the years ended December 31,
         1999, 1998, and 1997

         Consolidated Statements of Partner's Capital for the years ended
         December 31, 1999, 1998, and 1997

         Consolidated Statements of Cash Flows for the years ended December 31,
         1999, 1998, and 1997

         Notes to Consolidated Financial Statements



<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, 1999 and
1998, and the results of its operations and its cash flows for each of the three
years in the period ended  December  31, 1999,  in  conformity  with  accounting
principles generally accepted in the United States. 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,  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 the opinion  expressed
above.



/s/ PricewaterhouseCoopers L.L.P.
PRICEWATERHOUSECOOPERS L.L.P.
Birmingham, Alabama
January 17, 2000, except for Note 13, as
  to which the date is February 29, 2000

<PAGE>

<TABLE>
<CAPTION>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)


December 31, 1999 and 1998
---------------------------------------------------------------------------------------------------------------------------
                                                                                            1999                      1998
---------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                  <C>                       <C>
Land, buildings, & equipment, net                                                    $ 1,586,332               $ 1,566,840
Undeveloped land and construction in progress                                            214,043                   128,336
Cash and equivalents                                                                       4,630                     4,582
Restricted cash                                                                            2,634                     2,897
Accounts receivable, net                                                                  10,606                     9,151
Prepaid expenses                                                                           2,371                     3,116
Notes receivable                                                                             695                       696
Deferred debt and lease costs                                                             10,500                     9,644
Investment in partially owned entities                                                    24,623                    26,079
Other assets                                                                               7,712                     5,207
---------------------------------------------------------------------------------------------------------------------------
                                                                                     $ 1,864,146               $ 1,756,548
---------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable                                                          $ 1,039,863                 $ 909,322
Accounts payable                                                                          10,522                     8,150
Accounts payable to affiliates                                                             4,651                     4,670
Accrued interest                                                                          12,901                    12,051
Accrued expenses                                                                           4,283                     3,559
Tenant deposits                                                                            4,011                     4,272
Unearned rent                                                                              2,820                     2,800
---------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                 1,079,051                   944,824
---------------------------------------------------------------------------------------------------------------------------

Redeemable units, at redemption value                                                    255,011                   282,597
Preferred units:
     Series A Preferred Units                                                            125,000                   125,000
     Series B Preferred Units                                                            100,000                       -0-

Partners' capital excluding redeemable units                                             305,084                   404,127
---------------------------------------------------------------------------------------------------------------------------

                                                                                     $ 1,864,146               $ 1,756,548
---------------------------------------------------------------------------------------------------------------------------
<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, 1999, 1998, 1997
                                                                ---------    ---------    ---------
                                                                     1999         1998         1997
                                                                ---------    ---------    ---------
Revenue:
<S>                                                             <C>          <C>          <C>
     Base rent                                                  $ 225,781    $ 206,234    $ 154,063
     Base rent from affiliates                                      1,460        1,027          879
     Percentage rent                                                4,683        4,002        2,161
     Tenant recoveries                                             32,913       31,573       17,349
     Other                                                         17,727       14,531        9,674
                                                                ---------    ---------    ---------
         Total revenue                                            282,564      257,367      184,126
                                                                ---------    ---------    ---------
Property operating expenses:
     General operating expenses                                    20,324       20,590       12,603
     Salaries and benefits                                         14,547       12,600       10,283
     Repairs and maintenance                                       27,664       24,795       18,669
     Taxes, licenses, and insurance                                23,061       22,312       15,578
General and administrative                                          8,758        7,675        6,448
Depreciation                                                       52,913       46,841       31,956
Amortization                                                        2,272        1,806        1,322
                                                                ---------    ---------    ---------
         Total operating expenses                                 149,539      136,619       96,859
                                                                ---------    ---------    ---------
                                                                ---------    ---------    ---------
         Income from operations                                   133,025      120,748       87,267
                                                                ---------    ---------    ---------
Other income (expense):
     Interest expense                                             (57,211)     (52,063)     (40,496)
     Income (loss) from partially owned entities                    2,045          (43)         502
     Gains (losses) from sales of property                          7,444          (19)       2,567
                                                                 ---------    ---------    ---------
         Total other expense                                      (47,722)     (52,125)     (37,427)
                                                                 ---------    ---------    ---------
         Income before extraordinary items                         85,303       68,623       49,840
Extraordinary loss from early extinguishment of debt                 (628)        (401)      (3,650)
                                                                 ---------    ---------    ---------
         Net income                                                84,675       68,222       46,190
Distributions to preferred unitholders                            (18,531)     (10,938)      (1,671)
                                                                 ---------    ---------    ---------
                                                                 ---------    ---------    ---------
         Net income available to common unitholders                66,144       57,284       44,519
                                                                 ---------    ---------    ---------

Basic and Diluted net income per unit:

         Income before extraordinary item                       $    1.90    $    1.65    $    1.64
         Extraordinary loss from early extinguishment of debt       (0.02)       (0.01)       (0.09)
                                                                 ---------    ---------    ---------
         Net income per common unit                             $    1.88    $    1.64    $    1.55
                                                                 ---------    ---------    ---------
Weighted average common units outstanding                          35,183       34,944       28,719
                                                                 ---------    ---------    ---------
<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, 1999, 1998, 1997
                                                                           Total
                                                                       Partners'
                                                                         Capital
                                                                 --------
<S>                                                            <C>
Balance, December 31, 1996                                      $ 157,090

     Cash contributions                                           221,873
     Distributions                                                (59,471)
     Net income                                                    44,519
     Issuance of limited partnership units                         45,079
     Allocations to redeemable units                              (43,393)
                                                                  --------
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
                                                                 --------
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
COLONIAL REALTY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

For the Years Ended December 31, 1999, 1998, 1997

                                                                        1999         1998         1997
                                                                   ---------    ---------    ---------
Cash flows from operating activities:
<S>                                                                <C>          <C>          <C>
     Net  income                                                   $  84,675    $  68,222    $  46,190
     Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                55,185       48,647       33,278
         Income from partially owned entities                         (2,045)        (110)        (502)
         (Gains) losses from sales of property                        (7,444)          19       (2,567)
         Other, net                                                    1,767          336        4,204
         Decrease (increase) in:
             Restricted cash                                             263         (232)        (215)
             Accounts receivable                                      (2,594)      (4,287)      (2,620)
             Prepaid expenses                                            805          (75)         879
             Other assets                                             (4,027)         729          424
         Increase (decrease) in:
             Accounts payable                                          2,353       (1,413)      (3,191)
             Accrued interest                                            850        5,525        1,061
             Accrued expenses and other                                 (179)      (2,967)      (5,421)
                                                                   ---------    ---------    ---------
             Net cash provided by operating activities               129,609      114,394       71,520
                                                                   ---------    ---------    ---------
Cash flows from investing activities:
     Acquisition of properties                                       (45,164)    (312,585)    (301,931)
     Development expenditures                                        (98,414)     (62,075)     (37,589)
     Development expenditures paid to an affiliate                   (84,256)     (40,347)     (46,481)
     Tenant improvements                                              (8,424)      (4,140)      (2,792)
     Capital expenditures                                            (18,867)     (24,982)     (12,325)
     Proceeds from sales of property, net of selling costs           119,552       52,238       54,092
     Distributions from partnerships                                   8,821       32,314          719
     Capital contributions to partnerships                            (5,237)      (5,850)        (320)
                                                                   ---------    ---------    ---------
             Net cash used in investing activities                  (131,989)    (365,427)    (346,627)
                                                                   ---------    ---------    ---------
Cash flows from financing activities:
     Principal reductions of debt                                    (59,507)     (31,725)    (122,880)
     Proceeds from additional borrowings                             136,200      173,976      175,246
     Net change in revolving credit balances                          53,848       57,403       68,271
     Proceeds from preferred unit issuance, net of expenses paid      97,396          -0-          -0-
     Cash contributions                                                3,686      142,243      221,873
     Repurchase of treasury units                                   (122,136)         -0-          -0-
     Distributions to common and preferred unitholders              (104,826)     (87,483)     (61,142)
     Payment of mortgage financing cost                               (1,607)      (3,734)      (1,417)
     Other, net                                                         (626)         401       (3,650)
                                                                   ---------    ---------    ---------
             Net cash provided by financing activities                 2,428      251,081      276,301
                                                                   ---------    ---------    ---------
             Increase in cash and equivalents                             48           48        1,194
Cash and equivalents, beginning of period                              4,582        4,534        3,340
                                                                   ---------    ---------    ---------
Cash and equivalents, end of period                                $   4,630    $   4,582    $   4,534
                                                                   ---------    ---------    ---------

Supplemental disclosures of cash flow information:
     Cash paid during the year for interest                        $  56,361    $  46,538    $  39,435
                                                                   ---------    ---------    ---------

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

1. Organization and Basis of Presentation

         Organization - Colonial  Realty  Limited  Partnership  (the  "Operating
Partnership" or "CRLP"), a Delaware limited partnership, 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.  Where an impairment of a property's value is determined to be other than
temporary,  an allowance  for the estimated  potential  loss is  established  to
record the property at its net realizable value.  Depreciation is computed using
the  straight-line  method over the estimated useful lives of the assets,  which
range from seven 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.  Leasing  commissions  and fees are
amortized using the straight-line method over the terms of the related leases.

         Derivatives  -  CRLP  has  only  limited  involvement  with  derivative
financial instruments and 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 1999 and 1998.

         Revenue   Recognition  -  Rental  income   attributable  to  leases  is
recognized on a  straight-line  basis over the terms of the leases.  Anticipated
losses, if any, are recognized when such amounts become known, or estimated.

         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  numbers of common units  outstanding  during the periods,
adjusted for the assumed conversion of all potentially dilutive securities.

         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.

         Recently Issued Accounting Standard - Statement of Financial Accounting
Standards No. 133 (SFAS 133), Accounting for Derivative  Instruments and Hedging
Activities,  addresses the  accounting  for  derivative  instruments,  including
certain  derivative  instruments  embedded  in  other  contracts,   and  hedging
activity.  Under  SFAS 133,  CRLP will be  required  to account  for  derivative
financial  instruments,  if any, at their fair market  value,  and make  certain
required  disclosures.  CRLP is required to adopt SFAS 133 for periods beginning
January 1, 2001.

         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.   Costs   capitalized  in  connection  with  internal  software
development  are  amortized  using the  straight-line  method over the estimated
useful lives of the software.

         Common  Unit  Repurchases  - During  1999,  CRLP's  Board  of  Trustees
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 ad
the discretion of management in open market and negotiated transactions.  During
1999,  CRLP  repurchased  4,612,815  units at an all in cost of $122.1  million.
These units are included as a reduction of partners' capital.

         Reclassifications - Certain immaterial reclassifications have been made
to the 1998 and 1997  financial  statements in order to conform them to the 1999
financial  statement  presentation.  These  reclassifications  have no impact on
partners' capital or net income.


<PAGE>



3.  Property Acquisitions and Dispositions
         CRLP  acquired two  operating  properties  during 1999,  12  properties
during 1998, and 25 properties  during 1997 at aggregate costs of $45.8 million,
$348.6 million, and $430.6 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 in CRLP,  the proceeds  received  from the formation of joint
ventures  (see Note 6), the  proceeds  received  from the  issuance of preferred
units in CRLP (see Note 9), and cash from operations.



         The properties acquired during 1999, 1998, and 1997 are listed below:

                                                                       Effective
                                                                     Acquisition
                                                   Location           Date
                                              --------------------------------
Multifamily Properties:
Colonial Village at Trussville                 Birmingham, AL     April 1, 1997
Colonial Village at Timothy Woods              Athens, GA          July 1, 1997
Colonial Grand at Oakleigh                     Pensacola, FL       July 1, 1997
Colonial Grand at Natchez Trace                Jackson, MS       August 1, 1997
Colonial Village at Caledon Wood               Greenville, SC   October 1, 1997
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
Colonial Village at River Hills I              Tampa, FL           July 1, 1998

Office Properties:
Riverchase Center                              Birmingham, AL   January 1, 1997
Lakeside Office Park                           Huntsville, AL      May 23, 1997
Progress Center                                Huntsville, AL     June 24, 1997
Colonial Center at Mansell Overlook            Atlanta, GA        July 31, 1997
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 200 Mansell Overlook           Atlanta, GA         July 1, 1998
Concourse Center                               Tampa, FL           July 1, 1998
Emmett R. Johnson Building                     Birmingham, AL      June 1, 1999

Retail Properties:
Colonial Shoppes Inverness                     Birmingham, AL    March 24, 1997
Colonial Promenade Beechwood                   Athens, GA        March 27, 1997
Brookwood Village                              Birmingham, AL      May 13, 1997
Colonial Promenade Lakewood                    Jacksonville, FL October 1, 1997
Colonial Mall Glynn Place                      Brunswick, GA   November 1, 1997
Colonial Mall Lakeshore                        Gainesville, GA November 1, 1997
Colonial Shoppes Yadkin                        Yadkinville, NC November 1, 1997
Colonial Mall Valdosta                         Valdosta, GA    November 1, 1997
Colonial Mall Burlington                       Burlington, NC  November 1, 1997
Mayberry Mall                                  Mount Airy, NC  November 1, 1997
Colonial Shoppes Quaker Village                Greensboro, NC  November 1, 1997
Colonial Shoppes Stanly                        Locust, NC      November 1, 1997
Rivermont Shopping Center                      Chattanooga, TN November 1, 1997
Colonial Mall Staunton                         Staunton, VA    November 1, 1997
Colonial Promenade Abingdon                    Abingdon, VA    November 1, 1997
Village at Roswell Summit                      Atlanta, GA     December 31,1997
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


         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.

         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 1999,  1998,  and 1997 are
comprised of the following:
<TABLE>
<CAPTION>

(in thousands)                                    1999       1998       1997
                                             ---------  ---------  ---------
Assets purchased:
<S>                                          <C>        <C>        <C>
      Land, buildings, and equipment         $  56,026  $ 348,564  $ 430,614
      Other assets                                  60          0          4
                                             ---------  ---------  ---------
                                                56,086    348,564    430,618
Notes and mortgages assumed                          0     (7,509)   (74,910)
Other liabilities assumed or recorded             (660)    (5,070)    (8,716)
Issuance of limited partnership units          (10,262)   (23,400)   (45,061)
                                             ---------  ---------  ---------

Cash paid                                    $  45,164  $ 312,585  $ 301,931
                                             ---------  ---------  ---------
</TABLE>


         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.

         CRLP sold six of these properties to a joint venture formed by CRLP and
an unrelated  party.  CRLP will maintain a 15% interest in the joint venture and
serve 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).

         CRLP's  unaudited  pro forma  results  of  operations,  assuming  these
acquisitions  and  dispositions  had been  effected  by CRLP prior to January 1,
1998, are as follows:
<TABLE>
<CAPTION>

                                               For the Year      For the Year
                                              Ended December    Ended December
                                            December 31, 1999  December 31, 1998
(in thousands)                                 (unaudited)        (unaudited)

<S>                                             <C>                <C>
Revenues                                        $ 279,953          $ 265,903
Net income available to common unitholders       $ 60,868           $ 58,275
Net income per unit - basic and diluted            $ 1.86             $ 1.67
</TABLE>


4.  Land, Buildings, and Equipment
         Land,  buildings,  and equipment  consists of the following at December
31, 1999 and 1998:


<TABLE>




                                                            (in thousands)
                                                          1999             1998
                                                   -----------      -----------
<S>                                                <C>              <C>
         Buildings                                 $ 1,464,148      $ 1,416,937
         Furniture and fixtures                         46,108           43,074
         Equipment                                      14,106           12,027
         Land improvements                              36,631           35,580
         Tenant improvements                            23,290           18,733
                                                   -----------      -----------
                                                     1,584,284        1,526,351
         Accumulated depreciation                     (206,451)        (169,522)
                                                   -----------      -----------
                                                     1,377,833        1,356,829
         Land                                          208,500          210,010
                                                   -----------      -----------

                                                   $ 1,586,332      $ 1,566,840
                                                   ===========      ===========
</TABLE>

5.  Undeveloped Land and Construction in Progress
         During  1999  CRLP  completed  the   construction  of  six  multifamily
development  projects,   two  office  development   projects,   and  one  office
redevelopment   project  at  a  combined  total  cost  of  $112.0  million.  The
multifamily  development  projects  produced 1,126 new apartment units that were
completed  during 1999 and 1998, and the office  development  projects  produced
279,540  square feet of new office space,  which was also  completed in 1999 and
1998. The completed development projects are as follows:

<PAGE>

<TABLE>
<CAPTION>
                                                         Total
                                                         Units/    Total
Completed Developments                    Location      Sq. Feet    Cost
and Redevelopments:                    --------------   -------   --------

Multifamily Properties
<S>                                                         <C>   <C>
Colonial Grand at Citrus Park          Tampa, FL            176   $ 12,706
Colonial Grand at Cypress Crossing     Orlando, FL          250     21,585
Colonial Grand at Edgewater II         Huntsville, AL       192     12,770
Colonial Grand at Inverness Lakes II   Mobile, AL           132      8,317
Colonial Grand at Lakewood Ranch       Bradenton, FL        288     22,552
Colonial Grand at Wesleyan II          Macon, GA             88      6,958
                                                        -------   --------
                                                          1,126   $ 84,888
                                                        -------   --------
Office Properties
1800 International Park                Birmingham, AL   146,128     13,744
Colonial Center at Research Park       Huntsville, AL   133,412     11,494
                                                        -------   --------
                                                        279,540   $ 25,238
                                                        -------   --------
Redevelopment
Colonial Plaza                         Birmingham, AL   178,617      1,852
                                                                  --------
          Total                                                   $111,978
                                                                  ========
</TABLE>

         CRLP currently has 13 active expansion,  development, and redevelopment
projects  in progress  and  various  parcels of land  available  for  expansion,
construction,  or  sale.  During  1999  CRLP  completed  construction  on  1,404
apartment  units  (including  the  remaining  units  completed  in the  projects
mentioned  above),  and CRLP has an additional 1,290 apartment units in progress
at December  31,  1999.  Also,  CRLP has 161,637 and 712,233  square feet of new
office and retail  space,  respectively,  in  progress  at  December  31,  1999.
Undeveloped  land and  construction in progress is comprised of the following at
December 31, 1999:

<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 Heather Glen                          448        2000        $ 34,171        $ 32,318
Colonial Grand at Liberty Park                          300        2001          26,492          20,312
Colonial Grand at Promenade                             384        2000          27,189          24,310
Colonial Grand at Madison                               336        2000          22,983          21,476
Colonial Grand at Reservoir                             170        2000          13,552          10,786
Colonial Village at Ashley Plantation II                214        2000          13,147          12,905
(expansion)
Colonial Village at Walton Way (redevelopment)          256        2000           2,900           2,856
                                                                   ----        --------        --------
     Total Multifamily Projects                       2,108                     140,434         124,963

Office Projects:
Colonial Center 300 at Mansell Overlook             161,637        2001          23,435           9,471
                                                                   ----        --------        --------
     Total Office Projects                          161,637                      23,435           9,471

Retail Projects:
Colonial Promenade at Trussville                    388,302        2000          33,300          21,879
Colonial Promenade at Tutwiler Farm                 213,111        2000          26,221          11,502
Colonial Promenade Madison                          110,820        2000           9,988           2,891
Brookwood Village Mall (redevelopment)              750,754        2001          34,950           1,692
Northdale Court (redevelopment)                     192,726        2000           3,166           1,084
                                                                   ----        --------        --------
     Total Retail Projects                        1,655,713                     107,625          39,048

Other Projects and Undeveloped Land                  40,561
                                                                               --------        --------
                                                                               $271,494        $214,043
                                                                               ========        ========
</TABLE>

         Interest capitalized on construction in progress during 1999, 1998, and
1997 was $8.7 million, $3.7 million, and $4.1 million, respectively.

6.  Investment in Partially Owned Entities
         Investment  in partially  owned  entities at December 31, 1999 and 1998
         consists of the following:
<TABLE>
<CAPTION>
                                                                              (in thousands)
                                                                         Percent
                                                                  Owned            1999           1998
                                                                -----------    -------------  -------------
         Multifamily:
<S>                                                                 <C>      <C>                         <C>
         CMS/Colonial Joint Venture                                 15.00%   $        2,789    $         0

         Office:
         600 Building Partnership, Birmingham, AL                   33.33%             (16)           (30)
         Anderson Block Properties Partnership,
             Montgomery, AL                                         33.33%              (2)           (24)
                                                                               -------------   ------------
                                                                                       (18)           (54)
         Retail:
         Orlando Fashion Square Joint Venture, Orlando, FL          50.00%           19,777         20,241
         Parkway Place Limited Partnership, Huntsville, AL          50.00%            2,035          5,858
                                                                               -------------   ------------
                                                                                     21,812         26,099
         Other:
         Colonial/Polar-BEK Management Company,
           Birmingham, AL                                           50.00%               40             33
                                                                               -------------   ------------
                                                                             $       24,623   $     26,079
                                                                             ===============  =============
</TABLE>

         During  September 1999, CRLP entered into a joint venture with CMS. The
CMS/Colonial  Joint  Venture  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,
1999 is $2.8  million.  The joint  venture  is  accounted  for using the  equity
method.
         During December 1998, CRLP entered into two joint ventures. The Parkway
Place Limited Partnership owns and operates the Parkway City Mall in Huntsville,
Alabama. At December 31, 1999 and 1998, CRLP had a net ending investment of $2.0
million and $5.9 million, respectively. The Orlando Fashion Square Joint Venture
owns and operates the Orlando  Fashion  Square in Orlando,  Florida.  CRLP's net
ending  investment  in this joint venture at December 31, 1999 and 1998 is $19.8
million and $20.2 million,  respectively.  Both joint ventures are accounted for
using the equity method.
         The summarized  financial  information related to the significant joint
ventures is as follows:


Balance Sheet
Assets
     Land, building, & equipment, net                       $ 211,045
     Construction in progress                                   6,399
     Other assets                                               3,855
                                                    ------------------
       Total assets                                         $ 221,299
                                                    ==================

Liabilities and Partners' Equity
     Notes payable                                          $ 150,893
     Other liabilities                                         11,446
     Partners' Equity                                          58,960
                                                    ------------------
       Total liabilities and partners' capital              $ 221,299
                                                    ==================

Statement of Operations
     (for the year ended)
Revenues                                                     $ 27,207
Operating expenses                                            (12,061)
Interest expense                                               (7,093)
Depreciation and amortization                                  (4,811)
                                                    ------------------
     Net income                                               $ 3,242
                                                    ==================


<PAGE>
7.       Segment Information

         CRLP  is  organized  into,  and  manages  its  business  based  on  the
performance of three  separate and distinct  operating  divisions:  Multifamily,
Office,  and  Retail.  Each  division  has a  separate  management  team that is
responsible for acquiring,  developing,  managing, and leasing properties within
each division.  The applicable  accounting policies of the segments are the same
as  those  described  in  the  "Summary  of  Significant  Accounting  Policies."
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,
1999, 1998, and 1997 is as follows:
<TABLE>
<CAPTION>

    (in thousands)
1999                 Multifamily  Office     Retail        Total
-----------------------------------------------------------------
<S>                   <C>        <C>        <C>        <C>
Divisional revenues   $115,724   $ 40,988   $124,845   $  281,557
NOI                     75,929     29,005     90,967      195,901
Divisional assets      768,798    289,288    739,518    1,797,604

1998
-----------------------------------------------------------------
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

1997
-----------------------------------------------------------------
Divisional revenues   $ 95,503   $ 16,224   $ 71,179   $  182,906
NOI                     62,658     11,615     51,500      125,773
Divisional assets      652,923    147,974    577,954    1,378,851
</TABLE>

         A  reconciliation  of total segment  revenues to total revenues,  total
segment  NOI to income from  operations,  and total  divisional  assets to total
assets,  for the years ended  December 31, 1999,  1998,  and 1997,  is presented
below:
<TABLE>
<CAPTION>

(in thousands)
Revenues                                          1999               1998               1997
-----------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                <C>
Divisional revenues                            $ 281,557          $ 256,443          $ 182,906
Unallocated corporate revenues                     1,007                924              1,220
-----------------------------------------------------------------------------------------------
     Total revenues                            $ 282,564          $ 257,367          $ 184,126
-----------------------------------------------------------------------------------------------

NOI                                               1999               1998               1997
-----------------------------------------------------------------------------------------------
Total divisional NOI                           $ 195,901          $ 176,155          $ 125,773
Unallocated corporate revenues                     1,007                924              1,220
General and administrative                        (8,758)            (7,675)            (6,448)
Depreciation                                     (52,913)           (46,841)           (31,956)
Amortization                                      (2,272)            (1,806)            (1,322)
Other                                                 60                 (9)                 -
-----------------------------------------------------------------------------------------------
     Income from operations                    $ 133,025          $ 120,748           $ 87,267
-----------------------------------------------------------------------------------------------

Assets                                            1999               1998               1997
-----------------------------------------------------------------------------------------------
Total divisional assets                      $ 1,797,604        $ 1,706,300        $ 1,378,851
Unallocated corporate assets (1)                  66,542             50,248             17,809
-----------------------------------------------------------------------------------------------
     Total assets                            $ 1,864,146        $ 1,756,548        $ 1,396,660
-----------------------------------------------------------------------------------------------
<FN>
(1) Includes CRLP's investment in joint ventures of  $24,623 and $26,079 as of
    December 31, 1999 and 1998, respectively. (see Note 6)
</FN>
</TABLE>

8.  Notes and Mortgages Payable
         Notes and  mortgages  payable at December  31, 1999 and 1998 consist of
the following:

<PAGE>

<TABLE>
<CAPTION>

                                  (in thousands)
                                   1999       1998
                             ----------   --------

<S>                          <C>          <C>
Revolving credit agreement   $  228,337   $174,489
Mortgages and other notes:
  3.98% to 6.00%                 66,305     66,305
  6.01% to 7.50%                517,554    471,694
  7.51% to 9.00%                222,785    179,187
  9.01% to 10.25%                 4,882     17,647
                             ----------   --------
                             $1,039,863   $909,322
                             ==========   ========
</TABLE>

         As of December  31,  1999,  CRLP has an  unsecured  bank line of credit
providing  for  total  borrowings  of up to $250  million.  This  line of credit
agreement  bears interest at LIBOR plus 80 to 135 basis points,  is renewable in
July 2000, 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 $125 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, 1999,  of $228.3  million.  The  interest  rate of this
short-term  borrowing facility,  including the competitive bid balance, is 7.43%
and 6.42% at December 31, 1999 and 1998, respectively.

         During  1999  and  1998,  CRLP  completed  three  public  offerings  of
unsecured  medium term and senior debt securities  totaling $257.5 million.  The
proceeds  of  the  offerings  were  used  to  fund   acquisitions,   development
expenditures,  repay balances  outstanding on CRLP's  revolving credit facility,
repay certain notes and mortgages payable,  and for general corporate  purposes.
Details relating to these debt offerings are as follows:
<TABLE>
<CAPTION>
                                                                           Gross
                      Type of                                       Proceeds
      Date              Note           Maturity       Rate       (in thousands)
-----------------  --------------- --------------------------   ----------------
<S>                <C>             <C>              <C>               <C>
July, 1998         Senior          July, 2007        7.00%             $175,000
August, 1999       Medium-term     August, 2002      7.93%               57,500
August, 1999       Medium-term     August, 2004      8.19%               25,000
</TABLE>

         CRLP has entered into an interest rate cap agreement  which limits debt
of $50  million to an  interest  rate of 8.00%  through  May 2, 2000.  CRLP paid
$227,500 for the interest rate cap,  which is being  amortized  over the life of
the agreement.  On January 4, 1999,  CRLP entered into an interest rate swap for
$50 million of its line of credit at 4.97% plus 80 to 135 basis  points,  and on
January 15, 1999, CRLP entered into an interest rate swap for $52 million of tax
exempt bonds at a rate of 3.23%. Additionally, on May 4, 1999, CRLP entered into
an interest rate swap  agreement for $25 million of its line of credit at a rate
of 5.07%. All of these interest rate swap agreements have one-year terms and any
payments made or received  under the agreements are recognized as adjustments to
interest  expense as  incurred.  On February  10,  2000,  CRLP  entered into two
reverse  interest  rate  swap  agreements  for a  total  of $50  million  of its
medium-term notes. Under the terms of the agreements,  CRLP will receive a fixed
interest  rate of 7.37% and will be required to pay a floating rate equal to one
month LIBOR that is compounded and paid semi-annually.  Both of these agreements
have five-year terms, and any payments made or received under the agreements are
recognized as adjustments to interest expense. 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, 1999, CRLP had $839.8 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 $266.2 million at December 31, 1999.
         The  aggregate  maturities of notes and  mortgages  payable,  including
CRLP's line of credit at December 31, 1999, are as follows:

                            (in thousands)
         2000            $         250,662
         2001                       78,220
         2002                       74,902
         2003                      109,259
         2004                      100,000
         Thereafter                426,820
                          ------------------
                          $      1,039,863
                          ==================

         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, 1999 and 1998 was approximately  $1.05 billion
and $912.6 million, respectively.
         Certain loan agreements of CRLP contain  restrictive  covenants  which,
among other things, require maintenance of various financial ratios. At December
31, 1999, CRLP was in compliance with those covenants.
         Certain partners of CRLP have guaranteed  indebtedness of CRLP totaling
$26.0 million at December 31, 1999. These  individuals have not been indemnified
by CRLP.


9.  Cash Contributions
         During 1999, 1998 and 1997,  CRLP completed  seven public  offerings of
common stock  totaling  7,975,070  common shares of beneficial  interest and one
public  offering of  preferred  stock of 5,000,000  shares.  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>
January, 1997          Common           1,500,000      $     29.8750     $        44,812 $       1,457  $      43,355
July, 1997             Common           1,700,000      $     30.9375     $        52,594 $       2,945  $      49,649
November, 1997       Preferred          5,000,000      $     25.0000     $       125,000 $       4,451  $     120,549
December, 1997         Common            165,632       $     30.1875     $         5,000 $         330  $       4,670
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>

         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
Shares 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.
          In  November  1997,  CRLP  completed  its  first  public  offering  of
preferred stock totaling  5,000,000  preferred shares of beneficial  interest of
Colonial Properties Trust (Preferred Shares).  The Series A Preferred Shares pay
a  quarterly  dividend  at 8.75% per annum and may be called by CRLP on or after
November 6, 2002. The Preferred Shares have no stated maturity,  sinking fund or
mandatory  redemption and are not convertible into any other securities of CRLP.
The preferred shares have a liquidation preference of $25.00 per share.

10.  Employee Benefits
         Employees  of CRLP and  Colonial  Properties  Services,  Inc.  ("CPSI")
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, 1999 and 1998, as it relates to the employees of CRLP and CPSI, and
the actuarial  assumptions  used in determining  the actuarial  present value of
accumulated benefit obligations at January 1, 1999, are as follows:
<TABLE>
<CAPTION>
(amounts in thousands)                                        1999       1998
---------------------------------------------------------  ---------  ---------
<S>                                                         <C>        <C>
Actuarial present value of accumulated benefit obligation
      including vested benefits of $1,030 and $1,193        $ 1,312    $ 1,368
      at December 31, 1999 and 1998, respectively
Actuarial present value of projected benefit obligations
      at year end                                           $ 2,538    $ 2,593
Fair value of assets at year end                            $ 1,030      $ 981
Accrued pension cost                                        $ 1,481      $ 868
Net pension cost for the year                                 $ 613      $ 393
</TABLE>

<TABLE>
<CAPTION>
                                                              1999       1998
                                                           ---------  ---------
<S>                                                           <C>        <C>
Weighted-average interest rate                                8.00%      6.75%
-------------------------------------------------------------------------------
Increase in future compensation levels                        4.25%      4.00%
</TABLE>


         CRLP and CPSI  participate  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 and CPSI matching one-half of such contributions, solely at CRLP and CPSI's
discretion.   Contributions  by  CRLP  and  CPSI  were  approximately  $275,000,
$178,000,  and  $159,000 for the years ended  December 31, 1999,  1998 and 1997,
respectively.

11.  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, 1999, are as follows:

                                     (in thousands)
                                   -----------------
         2000                      $        119,773
         2001                               106,511
         2002                                93,974
         2003                                78,644
         2004                                65,065
         Thereafter                         220,648
                                   -----------------
                                   $        684,615
                                   =================

         The noncancelable  leases are with tenants engaged in retail and office
operations  in  Alabama,  Georgia,  Florida,  North  Carolina,  South  Carolina,
Tennessee,  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, 1999 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 1999, 1998, and 1997 includes percentage rent of $4.7
million,$4.0  million and $2.2  million,  respectively.  This rental  income was
earned when certain  retail tenants  attained  sales volumes  specified in their
respective lease agreements.

12.  Related Party Transactions
         CRLP has generally used affiliated construction companies to manage and
oversee its development and expansion projects.  CRLP paid $62.8 million,  $40.0
million and $41.3 million for property  development costs to Lowder Construction
Company,  Inc., a construction company owned by The Colonial Company ("TCC") (an
affiliate of certain  shareholders,  trustees and  minority  interest  holders),
during the years ended December 31, 1999, 1998, and 1997, respectively. Of these
amounts,  $58.5  million,  $37.3  million,  and $39.8  million  was then paid to
unaffiliated  subcontractors  for the  construction  of  these  development  and
expansion  projects  during  1999,  1998,  and  1997,  respectively.   CRLP  had
outstanding  construction  invoices and retainage payable to Lowder Construction
Company,  Inc.  totaling  $5.7 million and $4.3 million at December 31, 1999 and
1998, respectively.  CRLP also paid $21.5 million, $0.4 million and $5.2 million
for property  construction  costs to a  construction  company owned by a trustee
during the years ended December 31, 1999, 1998, and 1997, respectively. Of these
amounts,  $19.4  million,  $0.4  million,  and $4.7  million  was  then  paid to
unaffiliated  subcontractors for the construction of these development  projects
during 1999,  1998, and 1997,  respectively.  CRLP had outstanding  construction
invoices  and  retainage  payable to this  construction  company  totaling  $0.7
million and $1.2 million at December 31, 1999 and 1998, respectively.
         Colonial  Commercial  Investments,  Inc.  ("CCI"),  which  is  owned by
trustees  James K.  Lowder and  Thomas H.  Lowder  has  guaranteed  indebtedness
totaling $1.1 million at December 31, 1999 for Anderson Block Properties,  which
is a partnership  accounted for by CRLP under the equity method  (listed in Note
6). CRLP has indemnified CCI from its guarantees of this indebtedness.
         On July 1, 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 limited  partnership  units to the seller.  The
seller is a trustee of CRLP.
         In connection with the Riverchase  Center  acquisition,  CRLP initially
acquired a 73% interest in a portion of the office complex.  Effective  November
1, 1997,  CRLP  purchased  the remaining 27% interest in the property by issuing
114,798  limited  partnership  units to the  seller.  The seller is a trustee of
CRLP.
         In November  1997,  CRLP  purchased  Polar BEK's 50%  interest in Polar
BEK/Colonial  Partnership I (a  partnership  previously  accounted for under the
equity method of  accounting),  a partnership  which owned a 168,000 square foot
office building in Birmingham for $7.4 million.  This purchase  increased CRLP's
ownership from 50% to 100%.
         Following is a summary of property acquisitions from entities for which
trustees of CRLP are involved as a partner or shareholder:
<TABLE>
<CAPTION>
         Date                  Property and Land Acquired           Purchase Price           Units Issued
----------------------- ------------------------------------------ ------------------- ----------------------
<S>                     <C>                                        <C>                   <C>
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
March 1997              Colonial Shoppes Inverness                 $3.0 million          16,303 CRLP Units
April 1997              Colonial Village at Trussville             $20.5 million         57,072 CRLP Units
July 1997               Colonial Village at Timothy Woods          $12.8 million         27,275 CRLP Units
August 1997             Colonial Grand at Inverness Lakes II       $0.5 million          10,822 CRLP Units
November 1997           Riverchase Center                          $3.4 million          114,798 CRLP Units
December 1997           Village at Roswell Summit                  $3.0 million          34,777 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>

         During 1997 CRLP, through CPSI, exercised options to purchase land from
a related party in the amount of $366,000.  As of December 31, 1998, all options
to  purchase  land from a related  party had  expired.  In December  1997,  CPSI
acquired a parcel of land from CCI and sold the land,  along  with an  adjoining
parcel of land, to an unaffiliated  third party for a net gain of $60,000.  Also
in December 1997,  CPSI sold a separate parcel of land to CCI, which resulted in
a net gain of $120,000.
         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:
<TABLE>
<CAPTION>
                                                        (Amounts in thousands)
                                                     1999       1998       1997
                                                  ----------------------------------
<S>                                                 <C>        <C>         <C>
       Rental income                                $1,460     $1,027      $879
       Management/leasing fee income                   262        289       368
           Insurance brokerage expense                (167)      (131)     (182)
           Rental expense                                0          0      (156)
</TABLE>

13.  Subsequent Events
         On January 22, 2000, the Board of Trustees declared a cash distribution
to partners of CRLP in the amount of $.60 per partnership  unit,  totaling $19.9
million. The distribution was made to partners of record as of January 31, 2000,
and was paid on February 7, 2000.

         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 Units of CRLP. Under
the Unit Purchase  Program,  the Board of Trustees and the members of management
were able to take out 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.

         On  February  7,  2000,   CRLP   completed  an  offering  of  unsecured
Medium-Term Notes for $25.0 million at 8.82%,  which mature on February 7, 2005.
Additionally,  on February  29,  2000 CRLP  completed  an offering of  unsecured
Medium-Term Notes for $20.0 million at 8.80%,  which mature on February 1, 2010.
CRLP  used the net  proceeds  from  both  offerings  to repay a  portion  of the
outstanding balance on its unsecured line of credit.

<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
directors and officers of the Company are as follows:

          Thomas H.  Lowder,  50,  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 and past president of the Alabama Chapter of the Commercial  Investment
Real Estate  Institute.  Mr. Lowder is a member of the National  Association  of
Industrial Office Parks, the  International  Council of Shopping Centers and the
National Association of Real Estate Investment Trusts (NAREIT). He serves on the
Board of Directors of, among other  organizations,  the  Children's  Hospital of
Alabama,  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,  69, 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, 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.

         Harold W.  Ripps,  61, 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.

         M. Miller Gorrie, 64, 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 on the board
of  directors  of  American  Cast Iron Pipe  Company  and is a past  director of
Winsloew  Furniture  Co.,  AmSouth  Bank  of  Alabama,   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,  50,  has been a trustee  of the  Company  since its
formation  in July  1993.  Mr.  Lowder is also  chairman  of the board and chief
executive  officer  of The  Colonial  Company,  chairman  of the board of Lowder
Construction  Company,  Inc.,  chairman  of the board of Lowder New Home  Sales,
Inc., chairman of the board of Colonial Commercial Realty, Inc., chairman of the
board of  Colonial  Homes,  Inc.,  chairman  of the board of  American  Colonial
Insurance  Company,  chairman of the board and president of Colonial  Commercial
Investments,  Inc. and  treasurer  of Colonial  Insurance  Agency.  He also is a
member of the Alabama Association of Realtors, the Montgomery Board of Realtors,
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.

         Herbert A.  Meisler,  72, 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.  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.

         William M.  Johnson,  53, has been a trustee of the Company  since July
1997, in connection with the Company's  acquisition from Mr. Johnson, by merger,
of six office  buildings in Mansell 400  Business  Center,  the largest  Class-A
multi-tenant  office  park in the North  Fulton  (Atlanta,  Georgia)  area,  and
additional  office and retail space totaling 560,600 square feet. Mr. Johnson is
president and chief executive  officer of Johnson  Development  Company,  a real
estate  development,  construction and management firm which he founded in 1978.
As chief  executive  officer,  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  has been an active  member of the  Roswell  United
Methodist  Church and the North  Fulton  Chamber of  Commerce,  was the founding
chairman of the board of the Coalition for Drug-Free  North Fulton,  is a member
of the board of directors  and the  executive  committee  of the American  Tract
Society  Ministry,  and is 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 Colorado, Montana, Texas and Kentucky. Mr. Johnson is
a member of the Executive  Compensation Committee and Executive Committee of the
Board of Trustees of the Company.

         Claude  B.  Nielsen,  49,  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.  He also  currently  serves as a board member of the  Birmingham
Civil Rights  Institute and the  Birmingham  Airport  Authority.  Mr. Nielsen is
chairman of the Executive  Compensation  Committee and is chairman of its Option
Plan Subcommittee,  and is also a member of the Executive Committee of the Board
of Trustees of the Company.

          Donald T.  Senterfitt,  80,  has been a trustee of the  Company  since
September  1993.  Mr.  Senterfitt  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 of the Florida Bankers
Association, and served both organizations in a variety of other capacities. Mr.
Senterfitt is president and chief executive officer of The Pilot Group,  L.C., a
financial institutions consulting firm headquartered in Orlando,  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.



<PAGE>

                        Executive Officers of the Company

         Thomas H. Lowder, 50, 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
Colonial Properties. Mr. Lowder's most recent board appointment was his election
to the National Real Estate  Investment Trust (NAREIT) board in June 1999. He is
a current member of the National Association of Industrial and Office Parks, the
International  Council of Shopping  Centers and the National  Association of the
Real Estate Investment  Trusts (NAREIT).  He is also a member and past president
of the Alabama  Chapter of the Realtors  National  Marketing  Institute  through
which he successfully  completed  commercial real estate  investment  courses to
receive the CCIM (Certified  Commercial  Investment Member)  designation.  He is
presently a member of the Board of the  following  organizations:  University of
Alabama-Birmingham  President's Council,  McWane Center,  United Way, Children's
Hospital, Birmingham Southern College, The Colonial Company, Supporters Board of
the UAB Comprehensive Cancer Center and the Crippled Children's Foundation.  Mr.
Lowder is also a member  and past  captain  for the Monday  Morning  Quarterback
Club.  He  currently  serves as Chairman of the  Birmingham  Area Chapter of the
American Red Cross.  Mr.  Lowder  served as  Co-Chairman  of the 1994 United Way
Campaign  for  Central  Alabama  and as  Chairman  of the Alexis de  Tocqueville
Society in 1995 for the United Way Campaign. He has also been nominated to serve
as Chairman for the United Way Campaign in 2001.  He graduated  with honors from
Auburn University with a Bachelor of Science Degree.

          C. Reynolds Thompson,  III, 37, 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 the Company's  three  operating  divisions and
development  in the  Mixed-Use  Division.  Prior  to his  appointment  as  Chief
Operating Officer,  Mr. 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. Mr.
Thompson joined Colonial  Properties in February 1997 as Senior Vice President -
Office  Acquisitions,   with  responsibility  for  all  acquisitions  of  office
properties.  Prior to joining  Colonial,  Mr.  Thompson  worked for  CarrAmerica
Realty  Corporation  in office  building  acquisitions  and due  diligence.  Mr.
Thompson's   twelve-year   real   estate   background   includes   acquisitions,
development, leasing, and management of office properties in the south. He is an
active member of the National Association of Industrial and Office Parks, serves
on the Board of Trustees for the Alabama Real Estate and Education  Center,  and
holds a Bachelor of Science Degree from Washington and Lee University.

          Howard B.  Nelson,  Jr., 52, has been 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  in 1984 as a vice  president  and became
Senior Vice President-Finance in 1987. Mr. Nelson has served as treasurer,  vice
president, president, and board member of the Birmingham Chapter of the National
Association  of Industrial  and Office Parks as well as vice president and board
member  of  the  Building  Owners  and  Managers   Association  of  Metropolitan
Birmingham.  He also serves on the Board of Directors of the College of Business
Advisory  Council of Auburn  University.  He holds a Bachelor of Science  Degree
from Auburn University.

         John P. Rigrish,  51,  Executive  Vice  President-Administration,  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.  John holds a Bachelors 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,  41, Executive Vice  President-Multifamily  Division of
the Company,  with  responsibility for management of all multifamily  properties
owned and/or managed by Colonial,  since May,  1997. He joined  Colonial in 1991
and has  served  as Vice  President  -  Acquisitions,  as  well as  Senior  Vice
President -  Multifamily  Division.  Mr. Earle serves as Chairman of the Alabama
Multifamily   Council  and  is  an  active  member  of  the  National  Apartment
Association. He also serves on 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, 40, 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,  53, has been Executive Vice  President-Mixed  Use
Division  and  has  had  responsibility  for  the  Company's   acquisitions  and
dispositions  and the sales  brokerage  departments,  since  October  1999.  Mr.
McGehee was Senior  Vice  President--Multifamily  Acquisitions/Development  from
September 1993 to September 1999 and Senior Vice President--Office Division from
January 1990 to September  1993. He joined Colonial in 1976 as vice president of
retail  leasing and was  responsible  for leasing all retail  space owned and/or
managed by Colonial.  Mr.  McGehee has served as president and a board member of
the National  Association  of Industrial and Office Parks as well as a member of
the Board of Directors of the Birmingham Board of Realtors.  He holds a Bachelor
of Science Degree from Auburn University.

         Robert A. "Bo" Jackson,  45, has been Executive  Vice  President-Office
Division of the  Company,  with general  responsibility  for  management  of all
office  properties  owned and/or managed by the Company since May 1998. Prior to
joining  the  Company,  Mr.  Jackson  worked  for  Beacon  Properties  as a vice
president  responsible  for  leasing  performance,  new office  development  and
acquisitions.  He has received professional  accolades from The Atlanta Board of
Realtors,  The  Downtown  Developers  Group and NAIOP.  He holds a  Bachelor  of
Science Degree in Business Administration from the University of Delaware.

         Kenneth E. Howell, 50, 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.  He joined the Company in 1981 and was Vice  President,  Controller
from 1981 to 1998.  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"):
<PAGE>

                           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...........     1999   $315,000    $ --           --          $47,600         50,000         $4,800
    Chairman of the Board,      1998    310,000      --           --           94,640              0          2,721
    President and Chief         1997    295,000    225,000        --           89,250         16,000          4,500
    Executive Officer

Howard B. Nelson, Jr.......     1999    215,000      --            --          37,800         16,667          4,800
    Chief Financial Officer     1998    208,000      --            --          53,200              0          2,721
    and Secretary               1997    198,000    120,000         --          51,000         10,000          3,453


C. Reynolds Thompson, III..     1999    199,213      --            --          41,300         16,667          4,800
    Chief Operating Officer     1998    149,500    22,500          --          38,500              0          2,906
                                1997    103,242    75,000          --          14,438          2,500             --


John N. Hughey.............     1999    170,000    66,000          --           --            13,333          3,803
    Executive Vice President-   1998    145,000    41,405          --          60,333              0          2,721
    Retail Division             1997    120,000    75,000          --          19,125          3,500          3,453


Charles A. McGehee.........     1999    152,500    10,320          --         105,952         13,333          3,431
    Executive Vice President -  1998    140,000      --            --          74,900             --          2,721
    Mixed Use Division          1997    125,000    75,000          --          19,125          3,500          3,453
</TABLE>


(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  1999,  Messrs.  Lowder,  Nelson,
         Thompson,  Hughey and McGehee elected to receive 100%,  100%,  100%, 0%
         and 88%,  respectively,  of their  bonuses in  restricted  shares.  The
         restricted  shares  issued to  Messrs.  Lowder,  Nelson,  Thompson  and
         McGehee 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 2000. The number and value of restricted shares held by the Named
         Executive Officers as of December 31, 1999 were as follows:  Mr. Lowder
         - 14,668 shares ($340,114);  Mr. Nelson - 6,719 shares ($155,797);  Mr.
         Thompson - 1,907 shares ($44,219); Mr. Hughey - 3,044 shares ($70,581);
         and  Mr.  McGehee-  5,272  shares  ($122,244).  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.
<PAGE>
         The following table sets forth certain information concerning exercised
and  unexercised  options held by the Named  Executive  Officers at December 31,
1999:

                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, 1999          at December 31, 1999(1)
----                    --------------     -----------        -----------------------------------------------------

                                                            Exercisable Unexercisable     Exercisable Unexercisable
                                                            ----------- ------------      ----------- -------------
<S>                           <C>             <C>            <C>           <C>              <C>               <C>
Thomas H. Lowder......        --              --             58,502        55,333           $ 5,969           $ --

Howard B. Nelson, Jr..        --              --             25,077        20,000             1,858             --

C. Reynolds Thompson, III     --              --              1,667        17,500               --              --

John N. Hughey........        --              --             11,868        14,500             1,132             --

Charles A. McGehee....        --              --             13,248         1,167             1,296             --
</TABLE>

------------------------
(1)  Based on the closing  price of $23.1875  per Common  Share on December  31,
     1999, as reported by the New York Stock Exchange.

         The following table sets forth certain information  relating to options
to purchase Common Shares granted to the Named Executive Officers during 1999:

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


                                             Individual Grants
----------------------------------------------------------------------------------------------------------------
                                            Percent                                        Potential Realizable
                           Number of       of Total                                          Value at Assumed
                          Securities        Options                                        Annual Rates of Share
                          Underlying      Granted to      Exercise                        Price Appreciation for
                            Options      Employees in       Price          Expiration           Option Term
Name                      Granted (#)     Fiscal Year      ($/Sh)             Date          5%               10%
--------------------------------------------------------------------------------------      --------------------

<S>                             <C>           <C>           <C>                <C>       <C>          <C>
Thomas H. Lowder......          50,000        23.8%         $ 27.38            1/25/09   $  860,957   $ 2,181,833

Howard B. Nelson, Jr..          16,667         7.9%           27.38            1/25/09      286,991       727,291

C. Reynolds Thompson, III       16,667         7.9%           27.38            1/25/09      286,991       727,291

John N. Hughey........          13,333         6.3%           27.38            1/25/09      229,583       581,808

Charles A. McGehee....          13,333         6.3%           27.38            1/25/09      229,583       581,808

</TABLE>

<PAGE>


Defined Benefit Plan

         The Company  maintains a  Retirement  Plan (the  "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.  Employment  by Colonial,  the  Company's  predecessor,  or
certain of its affiliated entities is treated as covered service for purposes of
the Plan. 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
subsidiaries.

         The following table reflects  estimated  annual  benefits  payable upon
retirement  under the 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>
$100,000                    $ 7,600           $15,200           $22,800           $30,400        $38,000
$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 25 years of
covered service under the Plan,  Howard B. Nelson,  Jr. has 15 years of service,
C.  Reynolds  Thompson,  III has three years of  service,  John N. Hughey has 17
years of service, and Charles A. McGehee has 23 years of service.

Employment Agreement

         Thomas H. Lowder,  the 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  our  general   partner's   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  1999,  were  parties to certain
transactions involving the Company.

         On May 1, 1999,  the Company  acquired the remaining  20.2% interest in
Colonial  Village at Haverhill,  a multifamily  property located in San Antonio,
Texas from  certain  entities  controlled  by Mr.  Gorrie.  The Company paid the
purchase  price of  approximately  $4.3 million  with  157,140  units of limited
partnership interest in the Operating Partnership.

         On October 31, 1999, the Company repaid an outstanding  promissory note
of $1.8 million to Polar BEK/Colonial  Partnership II, a general  partnership of
which one of the two  general  partners  is Equity  Partners  Joint  Venture,  a
general  partnership  of which Messrs.  J. Lowder,  T. Lowder and their brother,
Robert E. Lowder, are the sole general partners ("EPJV").

          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 twelve
multifamily  development and expansion  projects during 1999. The Company paid a
total of $62.8  million  ($58.5  million of which was then paid to  unaffiliated
subcontractors) for the construction of these development and expansion projects
during 1999.  The Company had  outstanding  construction  invoices and retainage
payable to Lowder Construction  Company,  Inc. totaling $5.7 million at December
31, 1999.

         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  1999.  The  Company  paid  B&G a total of $21.5
million  ($19.4 million of which was then paid to  unaffiliated  subcontractors)
during 1999.  The Company had  outstanding  construction  invoices and retainage
payable to this company totaling $0.7 million at December 31, 1999.

          Colonial Commercial Investments,  Inc. ("CCI"), a corporation owned by
Messrs.  J. Lowder and T. Lowder,  has guaranteed  indebtedness of a partnership
accounted for by the Company under the equity method in the aggregate  amount of
$1.1 million as of December 31, 1999.  The Company has  indemnified  CCI against
any liability it may incur under this guarantee.

         The Management  Corporation  provided  management and leasing  services
during 1999 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 1999 was approximately $262,000. 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 CCI.

         Colonial  Insurance  Company,  a  corporation  indirectly  owned by the
Lowder  family,  provided  insurance  brokerage  services for the Company during
1999. The aggregate amount paid by the Company to Colonial Insurance Company for
these services for the year ended December 31, 1999, was approximately $167,000.

         The Company leased space to certain entities in which the Lowder family
has an interest and received  rent from these  entities  totaling  approximately
$1.4 million during 1999.

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 8, 2000,  for (1) each person known by CRLP to be
the beneficial owner of more than five percent of CRLP's  outstanding Units, (2)
each  trustee of the  Company  and each  Named  Executive  Officer,  and (3) the
trustees and executive officers of Colonial 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.  The  extent to which a person  held  common  shares  of  beneficial
interest  of  Colonial  Properties  Trust as of March 8,  2000,  is set forth in
Colonial  Properties  Trust's  Proxy  Statement  on Schedule 14A dated March 20,
2000, 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.
<PAGE>


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

Colonial Properties Trust...................    21,885,928                65.7%

Thomas H. Lowder .. ........................     2,925,896 (2)             8.8%

James K. Lowder ............................     2,925,896 (3)             8.8%
2000 Interstate Parkway
Suite 400
Montgomery, Alabama  36104

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

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

M. Miller Gorrie ...........................       289,902  (5)              *

William M. Johnson .........................     1,054,781  (6)            3.2%

Herbert A. Meisler .........................       544,529  (7)            1.6%

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

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

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

Howard B. Nelson, Jr. ......................        17,964                   *

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

Charles A. McGehee .........................        17,595                   *

John N. Hughey .............................        17,595                   *

All executive officers and trustees as a group
    (17 persons) ...........................     7,457,967  (8)           22.4%

----------------------
*      Less than 1%
(1)    The number of units outstanding as of March 8, 2000 was 33,309,647.
(2)    Includes  466,521  Units owned by Thomas  Lowder,  89,285  Units owned by
       Thomas Lowder  Investments,  LLC, 1,356,919 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,  1,356,919 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  115,167 Units owned by B & G Properties  Company,  LLC.,
       157,140 Units owned by MJE,  LLC., and 17,595 Units owned by Mr. Gorrie.
(6)    Includes  579,901  Units  owned by Mr.  Johnson,  387,669  Units owned by
       William M.  Johnson  Investments  II,  LLP, an entity  controlled  by Mr.
       Johnson,  74,505 Units owned by William M. Johnson Investments I, LLP, an
       entity controlled by Mr. Johnson, and 12,706 Units owned by Mr. Johnson's
       spouse.
(7)    Includes 526,934 Units owned by Meisler  Enterprises L.P., a limited
       partnership of which Mr. Meisler and his wife are sole partners, and
       17,595 Units directly owned by Mr. Meisler.
(8)    Units held by CCI and EPJV have been counted only once for this purpose.




<PAGE>



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 Schedule, and Reports on Form 8-K.

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

                 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, 1999 and 1998

         Consolidated Statements of Income for the years ended December 31,
         1999, 1998, and 1997

         Consolidated Statements of Partner's Capital for the years ended
         December 31, 1999, 1998, and 1997

         Consolidated Statements of Cash Flows for the years ended December 31,
         1999, 1998, and 1997

         Notes to Consolidated Financial Statements

         Report of Independent Accountants

Financial Statement Schedule:

         Schedule III         Real Estate and Accumulated Depreciation

         Report of Independent Accountants

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

14(a)(3) Exhibits

                 *  3.1          Declaration of Trust of Company.
                 *  3.2          Bylaws of the Company.
                   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.
                   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.
                   10.14         Executive Unit Purchase Program - Program
                                 Summary
                   10.15         Form of Master Promissory Note
                   10.16         Form of Reimbursement Agreement dated January
                                 25, 2000 between Colonial Realty Limited
                                 Partnership and Employee Unit Purchase Plan
                                  participants
                   23.1          Consent of PricewaterhouseCoopers LLP
                   27            Financial Data Schedules
--------------------
*    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.



<PAGE>



14(b)             Reports on Form 8-K

                  Reports on Form 8-K filed during the last quarter of 1999:
                           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, 2000.

                                            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, 2000.

                     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

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

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

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

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

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

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

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

         /s/  Donald T. Senterfitt                       Trustee
---------------------------------------------------
           Donald T. Senterfitt
<PAGE>



<TABLE>
<CAPTION>
                                  SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1999
                                                                                                                       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          9,576,866         2,433,387
      CG at Carrollwood                        10,200,000          1,464,000         10,657,840          1,472,780         1,464,000
      CG at Citrus Park                               -0-          1,323,593                -0-         11,232,173         1,328,323
      CG at Cypress Crossing                          -0-          8,781,859                -0-         12,588,090         2,125,136
      CG at Edgewater                                 -0-          1,540,000         12,671,606         13,335,474         2,602,325
      CG at Galleria                           22,400,000          4,600,000         39,078,925          2,688,756         4,600,000
      CG at Galleria II                               -0-            758,439          7,902,382             33,228           758,439
      CG at Galleria Woods                      9,708,854          1,220,000         12,480,949            492,655         1,220,000
      CG at Heathrow                                  -0-          2,560,661         17,612,990            399,383         2,560,661
      CG at Hunter's Creek                            -0-         33,264,022                -0-            596,637         5,308,112
      CG at Inverness Lakes                           -0-            641,334          8,873,906         (2,934,787)        1,136,762
      CG at Lakewood Ranch                            -0-          2,320,442                -0-         19,718,710         2,148,814
      CG at Natchez Trace                      10,845,839          1,312,000         16,568,050            252,514         1,317,591
      CG at Palm Aire                                 -0-          1,488,000         13,515,075            430,430         1,489,500
      CG at Palma Sola                                -0-          1,479,352                -0-         12,893,516         1,479,352
      CG at Research Park                      12,775,000          3,680,000         29,322,067          2,059,134         3,680,000
      CG at Riverchase                                -0-          2,340,000         25,248,548          1,582,306         2,340,000
      CG at Spring Creek                              -0-          1,184,000         13,243,975            393,612         1,184,000
      CG at Wesleyan                                  -0-            720,000         12,760,587          6,807,102         1,404,780
      Colony Park                                     -0-            409,401          4,345,599            748,351           409,406
      CV at Ashford Place                             -0-            537,600          5,839,838            219,748           537,600
      CV at Ashley Plantation                         -0-          1,160,000         11,284,785          1,438,602         1,160,000
      CV at Caledon Wood                              -0-          2,100,000         19,482,210            436,694         2,108,949
      CV at Cordova                                   -0-            134,000          3,986,304            497,812           134,000
      CV at Gainesville                               -0-          3,360,000         24,173,649          3,518,545         3,361,850
      CV at Haverhill                                 -0-          1,771,000         17,869,452          2,312,028         1,771,000
      CV at Hillcrest                                 -0-            332,800          4,310,671            284,138           332,800
      CV at Hillwood                            4,760,000            511,700          5,508,300            646,060           511,700
      CV at Huntleigh Woods                           -0-            745,600          4,908,990            925,863           745,600
      CV at Inverness                           9,900,000          1,713,668         10,352,151          2,966,563         1,713,668
      CV at Inverness II/III/IV                       -0-            635,819          5,927,265          5,876,219         1,255,323
      CV at Inverness Lakes                     5,495,000            735,080          7,254,920            437,915           735,080
      CV at Lake Mary                                 -0-          2,145,480                -0-         19,556,037         3,634,094
      CV at McGehee Place                             -0-            795,627                -0-         17,415,968           842,321
      CV at Monte D'Oro                               -0-          1,000,000          6,994,227          1,631,049         1,000,000
      CV at North Ingle                               -0-            497,574          4,122,426            489,100           497,574
      CV at Oakleigh                                  -0-            880,000          9,685,518            297,797         1,028,699
      CV at Rocky Ridge                         7,146,667            644,943          8,325,057            968,544           644,943
      CV at Timothy Woods                             -0-          1,020,000         11,910,546            112,737         1,024,347
      CV at Trussville                                -0-          1,504,000         18,800,253            993,844         1,510,409
      CV at Vernon Marsh                        3,400,000            960,984          3,511,596          3,247,476           960,984
      CV at Walton Way                                -0-          1,024,000          7,877,766            135,691         1,024,000
      CV at White Bluff                         4,500,000            699,128          4,920,872            371,619           699,128
      Patio I, II & III                               -0-            249,876          3,305,124          2,082,751           366,717
      Ski Lodge - Tuscaloosa                          -0-          1,064,000          6,636,685          1,163,784         1,064,000

 Retail:
      Bel Air Mall                                    -0-          7,517,000         80,151,190          2,172,946         7,517,000
      Britt David Shopping Center                     -0-          1,755,000          4,951,852             29,014         1,755,000
      Brookwood Village Mall                          -0-          8,136,700         24,435,002          2,929,623         8,171,373
      Colonial Mall Auburn-Opelika                    -0-            103,480                -0-         16,743,709           723,715
      Colonial Mall Burlington                        -0-          4,120,000         25,632,587            626,918         4,137,557
      Colonial Mall Decatur                           -0-          3,262,800         23,636,229          2,186,023         3,262,800
      Colonial Mall Gadsden                           -0-            639,577                -0-         20,166,769           639,577
      Colonial Mall Glynn Place                       -0-          3,588,178         22,514,121          2,116,976         3,603,469
      Colonial Mall Lakeshore                         -0-          4,646,300         30,973,239          2,438,202         4,666,100
      Colonial Mall Mrytle Beach                      -0-          9,099,972         33,663,654            198,953         7,799,976
      Colonial Mall Staunton                          -0-          2,895,000         15,083,542          3,149,387         2,907,337
      Colonial Mall Valdosta                          -0-          5,377,000         30,239,796          1,390,702         4,478,413
      Colonial Promenade Abingdon                     -0-          2,051,250          6,687,616            168,201         2,059,991
      Colonial Promenade Bardmoor                     -0-          1,989,019          9,047,663            392,218         1,989,019
      Colonial Promenade Beechwood                    -0-          2,565,550         19,647,875          1,310,590         2,576,483
      Colonial Promenade Burnt Store                  -0-          3,750,000          8,198,677            163,204         3,750,000
      Colonial Promenade Hunter's Creek         9,925,950          4,181,760         13,023,401            200,377         4,181,760
      Colonial Promenade Lakewood                     -0-          2,984,522         11,482,512          2,115,066         2,997,240
      Colonial Promenade Montgomery            12,250,000          3,788,913         11,346,754          1,241,305         4,332,432
      Colonial Promenade Montgomery N                 -0-          2,400,000          5,664,858            570,889         2,400,000
      Colonial Promenade Tuskawilla                   -0-          3,659,040          6,783,697            163,622         3,659,040
      Colonial Promenade University Park       21,500,000          6,946,785         20,104,517            544,189         6,946,785
      Colonial Promenade Wekiva                       -0-          2,817,788         15,302,375            223,891         2,817,788
      Colonial Promenade Winter Haven                 -0-          1,768,586          3,928,903          4,736,078         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            182,596         2,134,440
      Colonial Shoppes Bellwood                       -0-            330,000                -0-          3,233,886           330,000
      Colonial Shoppes McGehee                        -0-            197,152                -0-          3,945,503           197,152
      Colonial Shoppes Paddock Park                   -0-          1,532,520          3,754,879            207,346         1,532,520
      Colonial Shoppes Quaker Village                 -0-            931,000          7,901,874            255,047           934,967
      Colonial Shoppes Stanley                        -0-            450,000          1,657,870            101,073           451,918
      Colonial Shoppes Yadkin                         -0-          1,080,000          1,224,136          3,234,400         1,084,602
      Macon Mall                                      -0-          1,684,875                -0-         92,885,313         5,508,562
      Mayberry Mall                             3,294,223            862,500          3,778,590            410,796           866,175
      Northdale Court                                 -0-          3,059,760          8,054,090          1,146,506         3,059,760
      Old Springville Shopping Center                 -0-            272,594                -0-          3,377,049           277,975
      Olde Town Shopping Center                       -0-            343,325                -0-          2,819,202           343,325
      P&S Building                                    -0-            104,089            558,646            214,930           104,089
      The Plaza Mall                                  -0-                -0-         29,245,243          1,291,655               -0-
      Rivermont Shopping Center                 1,587,738            515,250          2,332,486            349,675           517,446
      Village at Roswell Summit                 1,603,043            450,000          2,563,642            171,468           451,918

 Office:
      250 Commerce Street                             -0-             25,000            200,200          2,312,429            25,000
      AmSouth Center                                  -0-            764,961                -0-         18,617,541           764,961
      Colonial Center at Research Park                -0-          1,003,865                -0-         10,553,933         1,003,865
      Colonial Plaza                                  -0-          1,001,375         12,381,023          4,424,521         1,005,642
      Concourse Center                                -0-          4,875,000         25,702,552            562,445         4,875,000
      Emmett R. Johnson Bldg.                         -0-          1,794,672         14,801,258             93,437         1,794,672
      Independence Plaza                              -0-          1,505,000          6,018,476            285,288         1,505,000
      International Park                              -0-          1,279,355          5,668,186         13,941,500         3,087,151
      Interstate Park                           3,910,807          1,125,990          7,113,558          9,457,866         1,125,988
      Lakeside Office Park                            -0-            423,451          8,313,291            324,751           425,255
      Colonial Center @ Mansell Overlook       30,987,643          4,540,000         44,012,971         29,628,976         6,740,981
      Perimeter Corporate Park                  5,347,697          1,422,169         18,377,648            505,535         1,422,169
      Progress Center                                 -0-            521,037         14,710,851            955,644           523,258
      Riverchase Center                         7,981,452          1,916,727         22,091,651          1,171,576         1,924,895
      Shades Brook Building                           -0-            873,000          2,240,472            129,539           873,000
      Shoppes at Mansell                              -0-            600,000          3,089,565             87,246           600,000
      University Park                                 -0-            396,960          2,971,049          1,680,413           396,959

 Active Development Projects:

      CG at Heather Glen                              -0-          3,800,000                -0-         28,518,483         3,800,000
      CG at Liberty Park                              -0-          2,293,348                -0-         18,018,403         2,293,348
      CG at North Heathrow                            -0-          3,972,240                -0-         (1,697,538)        3,972,240
      CG at North Lakewood Ranch                      -0-          1,059,046                -0-            489,822         1,059,046
      CG at Promenade                                 -0-          1,531,860                -0-         22,780,678         1,531,860
      CG at Reservoir                                 -0-          1,020,000                -0-          9,765,908         1,020,000
      CG at Town Park                                 -0-          3,555,408                -0-            898,949         3,555,408
      CG at Wesleyan III                              -0-            225,021                -0-              9,520           225,021
      Colonial Center Town Park                       -0-                -0-                -0-             25,816               -0-
      Colonial Promenade Trussville                   -0-          4,201,186                -0-         18,380,064         4,201,186
      Colonial Promenade Tutwiler Farm                -0-         10,287,026                -0-          1,215,392        10,287,026
      CV at Ashley Plantation                         -0-            930,900                -0-         11,973,834           930,900
      CG at Madison                                   -0-          1,689,400                -0-         19,793,967         1,689,400
      CV at McGehee Place                             -0-             90,733                -0-             23,433            90,733
      CV at Walton Way                                -0-                -0-                -0-          2,856,038               -0-
      Colonial Center 300 @ Mansell Overlook          -0-                -0-                -0-          9,471,387               -0-
      Other Miscellaneous Projects                    -0-                -0-                -0-          1,380,906               -0-

 Unimproved Land:
      Colonial Mall Briarcliffe                       -0-          1,433,596                -0-            114,624         1,548,220
      Colonial Mall Valdosta                          -0-            975,506                -0-             70,300         1,045,806
      McGehee Place Land                          668,364            436,471                -0-            175,442           611,913
      North Heathrow Land                             -0-          9,553,734                -0-          4,249,004        13,802,738
      Other Land                                      -0-         13,829,213                -0-                -0-        13,829,213


                                          ----------------   ----------------   ----------------   ----------------    -------------
                                            $ 200,188,277      $ 289,200,519    $ 1,120,670,943      $ 585,539,100     $ 274,143,134
                                          ================   ================   ================   ================    =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1999


                           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>
     CG at Bayshore                            18,605,872   $ 21,039,260     1,933,042          1997    1985/97/98  7-40 Years
     CG at Carrollwood                         12,130,620   $ 13,594,620     2,565,432          1966          1994  7-40 Years
     CG at Citrus Park                         11,227,443   $ 12,555,766       445,214          1999          1997  7-40 Years
     CG at Cypress Crossing                    19,244,813   $ 21,369,949       912,798          1999          1998  7-40 Years
     CG at Edgewater                           24,944,755   $ 27,547,080     3,417,721          1990          1994  7-40 Years
     CG at Galleria                            41,767,681   $ 46,367,681     5,580,156          1986          1994  7-40 Years
     CG at Galleria II                          7,935,610   $  8,694,049       963,777          1996          1996  7-40 Years
     CG at Galleria Woods                      12,973,604   $ 14,193,604     1,717,835          1994          1996  7-40 Years
     CG at Heathrow                            18,012,373   $ 20,573,034     2,275,460          1997       1994/97  7-40 Years
     CG at Hunter's Creek                      28,552,547   $ 33,860,659     2,919,285          1996          1996  7-40 Years
     CG at Inverness Lakes                     16,860,115   $ 17,996,877     1,807,199          1996          1996  7-40 Years
     CG at Lakewood Ranch                      19,890,338   $ 22,039,152       643,120          1999          1997  7-40 Years
     CG at Natchez Trace                       16,814,973   $ 18,132,564     1,444,823       1995/97          1997  7-40 Years
     CG at Palm Aire                           13,944,005   $ 15,433,505     2,741,981          1991          1994  7-40 Years
     CG at Palma Sola                          12,893,517   $ 14,372,868     4,652,309          1992          1992  7-40 Years
     CG at Research Park                       31,381,201   $ 35,061,201     4,830,402       1987/94          1994  7-40 Years
     CG at Riverchase                          26,830,854   $ 29,170,854     3,938,847       1984/91          1994  7-40 Years
     CG at Spring Creek                        13,637,587   $ 14,821,587     1,762,091       1992/94          1996  7-40 Years
     CG at Wesleyan                            18,882,910   $ 20,287,689     1,395,736          1997       1996/97  7-40 Years
     Colony Park                                5,093,946   $  5,503,351       862,251          1975          1993  7-40 Years
     CV at Ashford Place                        6,059,586   $  6,597,186       587,358          1983          1996  7-40 Years
     CV at Ashley Plantation                   12,723,387   $ 13,883,387       749,921          1997          1998  7-40 Years
     CV at Caledon Wood                        19,909,955   $ 22,018,904     1,562,750       1995/96          1997  7-40 Years
     CV at Cordova                              4,484,115   $  4,618,116     2,511,257          1983          1983  7-40 Years
     CV at Gainesville                         27,690,344   $ 31,052,194     5,430,854    1989/93/94          1994  7-40 Years
     CV at Haverhill                           20,181,480   $ 21,952,480       976,970          1998          1998  7-40 Years
     CV at Hillcrest                            4,594,809   $  4,927,609       469,168          1981          1996  7-40 Years
     CV at Hillwood                             6,154,360   $  6,666,060     1,009,364          1984          1993  7-40 Years
     CV at Huntleigh Woods                      5,834,853   $  6,580,453       900,909          1978          1994  7-40 Years
     CV at Inverness                           13,318,714   $ 15,032,382     3,553,644    1986/87/90    1986/87/90  7-40 Years
     CV at Inverness II/III/IV                 11,183,980   $ 12,439,303     1,879,058          1997          1997  7-40 Years
     CV at Inverness Lakes                      7,692,835   $  8,427,915     1,287,345       1983/96          1993  7-40 Years
     CV at Lake Mary                           18,067,423   $ 21,701,517     4,886,742       1991/95       1991/95  7-40 Years
     CV at McGehee Place                       17,369,274   $ 18,211,595     4,900,711       1986/95       1986/95  7-40 Years
     CV at Monte D'Oro                          8,625,276   $  9,625,276     1,276,291          1977          1994  7-40 Years
     CV at North Ingle                          4,611,526   $  5,109,100       781,980          1983          1983  7-40 Years
     CV at Oakleigh                             9,834,616   $ 10,863,315       895,599          1997          1997  7-40 Years
     CV at Rocky Ridge                          9,293,601   $  9,938,544     1,453,138          1984          1993  7-40 Years
     CV at Timothy Woods                       12,018,936   $ 13,043,283     1,068,048          1996          1997  7-40 Years
     CV at Trussville                          19,787,688   $ 21,298,097     1,940,382       1996/97          1997  7-40 Years
     CV at Vernon Marsh                         6,759,072   $  7,720,056     1,879,136       1986/87       1986/93  7-40 Years
     CV at Walton Way                           8,013,457   $  9,037,457       297,317       1970/88          1998  7-40 Years
     CV at White Bluff                          5,292,491   $  5,991,619       879,959          1986          1993  7-40 Years
     Patio I, II & III                          5,271,034   $  5,637,751       863,184    1966/83/84    1994/93/93  7-40 Years
     Ski Lodge - Tuscaloosa                     7,800,469   $  8,864,469     1,205,284       1976/92          1994  7-40 Years

Retail:
     Bel Air Mall                              82,324,136   $ 89,841,136     2,321,116    1966/90/97          1998  7-40 Years
     Britt David Shopping Center                4,980,866   $  6,735,866       640,478          1990          1994  7-40 Years
     Brookwood Village Mall                    27,329,952   $ 35,501,325     1,913,505       1973/91          1997  7-40 Years
     Colonial Mall Auburn-Opelika              16,123,475   $ 16,847,189     8,853,685    1973/84/89    1973/84/89  7-40 Years
     Colonial Mall Burlington                  26,241,948   $ 30,379,505     1,494,609    1969/86/94          1997  7-40 Years
     Colonial Mall Decatur                     25,822,252   $ 29,085,052     3,116,954       1979/89          1993  7-40 Years
     Colonial Mall Gadsden                     20,166,769   $ 20,806,346     9,998,539       1974/91          1974  7-40 Years
     Colonial Mall Glynn Place                 24,615,806   $ 28,219,275     1,560,913          1986          1997  7-40 Years
     Colonial Mall Lakeshore                   33,391,641   $ 38,057,741     2,163,476       1984-87          1997  7-40 Years
     Colonial Mall Mrytle Beach                35,162,603   $ 42,962,579     3,057,274          1986          1996  7-40 Years
     Colonial Mall Staunton                    18,220,592   $ 21,127,929       972,665    1969/86/97          1997  7-40 Years
     Colonial Mall Valdosta                    32,529,084   $ 37,007,498     2,031,493       1982-85          1997  7-40 Years
     Colonial Promenade Abingdon                6,847,076   $  8,907,067       401,325       1987/96          1997  7-40 Years
     Colonial Promenade Bardmoor                9,439,881   $ 11,428,900       799,502          1981          1996  7-40 Years
     Colonial Promenade Beechwood              20,947,532   $ 23,524,015     1,503,346       1963/92          1997  7-40 Years
     Colonial Promenade Burnt Store             8,361,881   $ 12,111,881     1,151,711          1990          1994  7-40 Years
     Colonial Promenade Hunter's Creek         13,223,778   $ 17,405,538     1,167,577       1993/95          1996  7-40 Years
     Colonial Promenade Lakewood               13,584,860   $ 16,582,100       752,956          1995          1997  7-40 Years
     Colonial Promenade Montgomery             12,044,540   $ 16,376,972     2,807,103          1990          1993  7-40 Years
     Colonial Promenade Montgomery N            6,235,747   $  8,635,747       307,190          1997          1995  7-40 Years
     Colonial Promenade Tuskawilla              6,947,319   $ 10,606,359       799,458          1990          1995  7-40 Years
     Colonial Promenade University Park        20,648,706   $ 27,595,491     6,965,246       1986/89          1993  7-40 Years
     Colonial Promenade Wekiva                 15,526,266   $ 18,344,054     1,330,561          1990          1996  7-40 Years
     Colonial Promenade Winter Haven            6,388,522   $ 10,433,567       681,147          1986          1995  7-40 Years
     Colonial Shoppes at Inverness              1,473,112   $  3,160,271       111,276          1984          1997  7-40 Years
     Colonial Shoppes Bear Lake                 6,734,279   $  8,868,719       800,890          1990          1995  7-40 Years
     Colonial Shoppes Bellwood                  3,233,886   $  3,563,886     1,187,275          1988          1988  7-40 Years
     Colonial Shoppes McGehee                   3,945,503   $  4,142,655     1,421,364          1986          1986  7-40 Years
     Colonial Shoppes Paddock Park              3,962,225   $  5,494,745       427,397          1988          1995  7-40 Years
     Colonial Shoppes Quaker Village            8,152,954   $  9,087,921       489,158    1968/88/97          1997  7-40 Years
     Colonial Shoppes Stanley                   1,757,025   $  2,208,943       108,475       1987/96          1997  7-40 Years
     Colonial Shoppes Yadkin                    4,453,933   $  5,538,536       221,299       1971/97          1997  7-40 Years
     Macon Mall                                89,061,626   $ 94,570,188    21,155,929    1975/88/97       1975/88  7-40 Years
     Mayberry Mall                              4,185,710   $  5,051,886       232,747       1968/86          1997  7-40 Years
     Northdale Court                            9,200,596   $ 12,260,356       849,752          1988          1995  7-40 Years
     Old Springville Shopping Center            3,371,668   $  3,649,643     2,756,976          1982          1982  7-40 Years
     Olde Town Shopping Center                  2,819,202   $  3,162,527       777,410       1978/90       1978/90  7-40 Years
     P&S Building                                 773,576   $    877,665       487,410    1946/76/91          1974  7-40 Years
     The Plaza Mall                            30,536,898   $ 30,536,898       247,626    1965/89/99          1999  7-40 Years
     Rivermont Shopping Center                  2,679,965   $  3,197,411       149,693       1986/97          1997  7-40 Years
     Village at Roswell Summit                  2,733,192   $  3,185,110       142,712          1988          1997  7-40 Years

Office:
     250 Commerce Street                        2,512,629   $  2,537,629     2,363,374       1904/81          1980  7-40 Years
     AmSouth Center                            18,617,540   $ 19,382,502     6,853,112          1990          1990  7-40 Years
     Colonial Center at Research Park          10,553,933   $ 11,557,798        33,434          1999          1998  7-40 Years
     Colonial Plaza                            16,801,278   $ 17,806,919       669,208          1982          1997  7-40 Years
     Concourse Center                          26,264,997   $ 31,139,997       927,653       1981/85          1998  7-40 Years
     Emmett R. Johnson Bldg                    14,894,696   $ 16,689,368       185,016       1982/95          1999  7-40 Years
     Independence Plaza                         6,303,764   $  7,808,764       313,828       1981/92          1998  7-40 Years
     International Park                        17,801,890   $ 20,889,041       448,105       1987/89          1997  7-40 Years
     Interstate Park                           16,571,426   $ 17,697,414     5,403,053    1982-85/89    1982-85/89  7-40 Years
     Lakeside Office Park                       8,636,238   $  9,061,493       572,243       1989/90          1997  7-40 Years
     Colonial Center @ Mansell Overlook        71,440,966   $ 78,181,947     3,629,675    1987/96/97          1997  7-40 Years
     Perimeter Corporate Park                  18,883,183   $ 20,305,352       906,328       1986/89          1998  7-40 Years
     Progress Center                           15,664,275   $ 16,187,532     1,020,500       1983-91          1997  7-40 Years
     Riverchase Center                         23,255,059   $ 25,179,954     1,741,421       1984-88          1997  7-40 Years
     Shades Brook Building                      2,370,011   $  3,243,011        81,188          1979          1998  7-40 Years
     Shoppes at Mansell                         3,176,811   $  3,776,811       110,681       1996/97          1998  7-40 Years
     University Park                            4,651,463   $  5,048,422     2,026,828          1985          1985  7-40 Years

Active Development Projects:

     CG at Heather Glen                        28,518,483   $ 32,318,483       148,929  N/A                   1998  N/A
     CG at Liberty Park                        18,018,403   $ 20,311,751           404  N/A                   1998  N/A
     CG at North Heathrow                      (1,697,538)  $  2,274,702           -0-  N/A                   1997  N/A
     CG at North Lakewood Ranch                   489,822   $  1,548,868           -0-  N/A                   1997  N/A
     CG at Promenade                           22,780,678   $ 24,312,538       119,808  N/A                   1998  N/A
     CG at Reservoir                            9,765,908   $ 10,785,908           -0-  N/A                   1998  N/A
     CG at Town Park                              898,949   $  4,454,357           -0-  N/A                   1997  N/A
     CG at Wesleyan III                             9,520   $    234,541           -0-  N/A                   1996  N/A
     Colonial Center Town Park                     25,816   $     25,816           -0-  N/A                   1997  N/A
     Colonial Promenade Trussville             18,380,064   $ 22,581,250           -0-  N/A                   1998  N/A
     Colonial Promenade Tutwiler Farm           1,215,392   $ 11,502,418           -0-  N/A                   1999  N/A
     CV at Ashley Plantation                   11,973,834   $ 12,904,734       181,457  N/A                   1998  N/A
     CG at Madison                             19,793,967   $ 21,483,367       170,187  N/A                   1998  N/A
     CV at McGehee Place                           23,433   $    114,166           -0-  N/A                   1987  N/A
     CV at Walton Way                           2,856,038   $  2,856,038           -0-  N/A                   1998  N/A
     Colonial Center 300 @ Mansell Overlook     9,471,387   $  9,471,387           -0-  N/A                   1999  N/A
     Other Miscellaneous Projects               1,380,906   $  1,380,906       129,982  N/A                   1999  N/A

Unimproved Land:
     Colonial Mall Briarcliffe                                       -0-  $  1,548,220  N/A                   1996  N/A
     Colonial Mall Valdosta                                          -0-  $  1,045,806  N/A                   1997  N/A
     McGehee Place Land                                              -0-  $    611,913  N/A                   1981  N/A
     North Heathrow Land                                             -0-  $ 13,802,738  N/A                   1997  N/A
     Other Land                                                      -0-  $ 13,829,213  N/A                   1999  N/A


                                              ------------  ------------  -------------
                                            $1,732,683,852 $2,006,826,986 $206,451,470
                                              ============  ============  =============

</TABLE>
<PAGE>
                              NOTES TO SCHEDULE III
                       COLONIAL REALTY LIMITED PARTNERSHIP
                                December 31, 1999


 (1)   The  aggregate  cost for Federal  Income Tax purposes  was  approximately
       $1,603,837,000 at December 31, 1999.

 (2)   See  description  of  mortgage  notes  payable  in  Note  7 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

                                                             1999               1998               1997
                                                        ---------------    ----------------   ----------------
       Real estate investments:
<S>                                                     <C>                <C>                <C>
          Balance at beginning of year                  $ 1,863,798,665    $ 1,489,114,015    $ 1,017,009,315
             Acquisitions of new property                   48,577,019         346,267,522        451,256,964
             Improvements and development                  222,517,447         134,804,450         97,564,705
             Dispositions of property                     (128,066,145)       (106,387,322)       (76,716,969)
                                                        ---------------    ----------------   ----------------

          Balance at end of year                        $ 2,006,826,986    $ 1,863,798,665    $ 1,489,114,015
                                                        ===============    ================   ================

</TABLE>
<TABLE>
<CAPTION>


                   Reconciliation of Accumulated Depreciation

                                                             1999               1998               1997
                                                        ---------------    ----------------   ----------------
       Accumulated depreciation:
<S>                                                      <C>                 <C>                 <C>
          Balance at beginning of year                   $ 169,451,798       $ 124,236,057       $101,541,658
             Depreciation                                   52,912,745          46,787,982         31,945,960
             Depreciation of disposition of property       (15,913,073)         (1,572,241)        (9,251,561)
                                                        ---------------    ----------------   ----------------

          Balance at end of year                          $206,451,470        $169,451,798       $124,236,057
                                                        ===============    ================   ================
</TABLE>