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

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2001

[ ] 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 1-7859

IRT PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

GEORGIA 58-2404832
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

200 GALLERIA PARKWAY, SUITE 1400
ATLANTA, GEORGIA 30339
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770) 955-4406

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

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

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. [X]

FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2001
TABLE OF CONTENTS

ITEM PAGE
- ---- ----
PART I

1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . 11
4. Submission of Matters to a Vote of Security Holders. . . . . . . . . 11

PART II

5. Market for Registrant's Common Equity and Related Stockholder Matters 11
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . 11
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . . 12
8. Financial Statements and Supplementary Data . . . . . . . . . . . . . 20
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . . . 37

PART III

10. Directors and Executive Officers of the Registrant. . . . . . . . . . 37
11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . 37
12. Security Ownership of Certain Beneficial Owners and Management. . . . 37
13. Certain Relationships and Related Transactions. . . . . . . . . . . . 37

PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . 37

PART I
Unless the context otherwise requires, all references to "we," "our" or
"us" in this report refer collectively to IRT Partners, L.P. ("LP") and its sole
general partner IRT Property Company ("IRT" or the "Company").

Because IRT is the sole general partner of LP, IRT conducts the business of
LP. In connection with your review of this report, you should also carefully
review the Form 10-K of IRT Property Company, which contains additional
information that may be important to you.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements involve risks and
uncertainties. You can identify these forward-looking statements through our
use of words such as "may," "will," "intend," "project," "expect," "anticipate,"
"assume," "believe," "estimate," "continue," or other similar words.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may be beyond our control. Our actual results may differ
significantly from those expressed or implied in our forward-looking statements.

Factors that might cause such differences include, but are not limited to:
- changes in tax laws or regulations, especially those relating to real
estate investment trusts and real estate in general;

- the number, frequency and duration of vacancies that we experience;

- our ability to solicit new tenants and to obtain lease renewals from
existing tenants on terms that are favorable to us;

- tenant bankruptcies and closings;

- the general financial condition of, or possible mergers or
acquisitions involving, our tenants and competitors;

- competition;

- changes in interest rates and national and local economic conditions;

- possible environmental liabilities;

- the availability, cost and terms of financing;

- our ability to identify, acquire, construct or develop additional
properties that result in the returns anticipated or sought;

- our ability to effectively integrate properties or portfolio
acquisitions or other mergers or acquisitions; and

- the factors and risks identified in this report under the heading
"Risk Factors."

You should also carefully consider any other factors contained in this
report, including the information incorporated by reference into this report.
You should pay particular attention to those factors discussed in any of our
other filings with the Securities and Exchange Commission under the heading
"Risk Factors." You should not rely on the information contained in any
forward-looking statements, and you should not expect us to update or revise any
forward-looking statements.

ITEM 1. BUSINESS

ORGANIZATION

The Company is the sole general partner of LP and maintains an indirect
partnership interest in LP through its wholly-owned subsidiary, IRT Management
Company ("IRTMC"). The Company initially contributed 20 shopping centers,
related assets and cash to LP in exchange for 8,486,217 limited partnership
units ("OP Units"). The Company was issued additional OP Units in exchange for
cash contributions to fund further acquisition activity. Since the formation of
LP, the Company has contributed cash to acquire seven shopping centers and LP
has divested five shopping centers. At December 31, 2001, IRT and IRTMC owned
approximately 1% and 93.3%, respectively, of LP.

LP was formed by the Company in order to enhance the Company's acquisition
opportunities through a "downreit" structure. This structure offers potential
sellers the ability to make a tax-deferred sale of their real estate properties
in exchange for OP Units of LP. In August 1998, certain unaffiliated persons
contributed their interests in three Florida shopping centers in exchange for a
total of 815,852 OP Units or 5.7% of the total OP Units of LP.

LP is obligated to redeem each OP Unit held by a person other than the
Company, at the request of the holder, for cash equal to the fair market value
of a share of the Company's common stock at the time of such redemption,
provided that the Company may elect to acquire any such OP Unit presented for
redemption for one common share or cash. Such limited partnership interest held
by persons unaffiliated with the Company is reflected as "Limited Partners'
Capital Interest" in the accompanying balance sheets at the cash redemption
amount on the balance sheet dates.

Federal income tax laws require the Company, as a REIT, to distribute 90%
(95% for years prior to 2001) of its ordinary taxable income. LP makes quarterly
distributions to holders of OP Units to enable the Company to satisfy this
requirement.

At December 31, 2001, LP owned 25 neighborhood and community shopping
centers located in Florida, Tennessee, Georgia and North Carolina. The shopping
centers are anchored by necessity-oriented retailers such as supermarkets, drug
stores, national value retailers and department stores.

INVESTMENT, OPERATING AND FINANCIAL PHILOSOPHY

LP is the entity through which the Company conducts a portion of its
business and owns a portion of its assets. As a result, all decisions are made
by the Company on behalf of LP.

INDUSTRY AND COMPETITIVE CONDITIONS

The results of LP's operations depend upon the performance of its existing
investment portfolio, the availability of suitable opportunities for new
investments, the yields available on such new investments and the Company's cost
of capital. Yields will vary with the type of investment involved, the
condition of the financial and real estate markets, the nature and geographic
location of the investment, competition and other factors. The performance of a
real estate investment company is strongly influenced by the cycles of the real
estate industry. As financial intermediaries providing equity funds for real
estate projects, real estate investment companies are generally subject to the
same market and economic forces as other real estate investors.

In seeking new investment opportunities, LP competes with other real estate
investors, including pension funds, foreign investors, real estate partnerships,
other real estate investment trusts and other domestic real estate companies,
such as Weingarten Realty Investors, Regency Realty Corporation, JDN Realty
Corporation and Equity One, Inc. With respect to properties presently owned by
LP or in which it has investments, LP and its tenants and borrowers compete with
other owners of like properties, such as Weingarten Realty Investors, Regency
Realty Corporation, JDN Realty Corporation and Equity One, Inc., for tenants
and/or customers depending on the nature of the investment. Management believes
that LP is well positioned to compete effectively for new investments and
tenants.

REGULATION

LP is subject to federal, state and local environmental regulations
regarding the ownership, development and operation of real property. The
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
sec. 9601 et seq, as amended. ("CERCLA"), and applicable state laws subject the
owner of real property to claims or liability for the costs of removal or
remediation of hazardous substances that are disposed of on real property in
amounts that require removal or remediation. Liability under CERCLA and
applicable state superfund laws can be imposed on the owner of real property or
the operator of a facility without regard to fault or even knowledge of the
disposal of hazardous substances. The failure to undertake remediation where it
is necessary may adversely affect the owner's ability to sell real estate or
borrow money using such real estate as collateral. In addition to claims for
cleanup costs, the presence of hazardous substances on a property could result
in claims by private parties for personal injury or property damage.

The Company, on behalf of LP, has obtained independent Phase I
environmental site assessments (which generally do not include environmental
sampling, monitoring or laboratory analysis) for property acquisitions and
otherwise as required by its lenders. Except as otherwise disclosed and based
upon information presently available to LP, LP presently has no reason to
believe that any environmental contamination has occurred nor any violation of
any applicable environmental law, statute, regulation or ordinance exists that
would have a material adverse effect on LP's financial position taken as a
whole. Since January 1, 2000, the Company, on behalf of LP, has acquired
environmental and pollution legal liability insurance coverage to mitigate the
associated risks.

RISK FACTORS

Set forth below are some of the risks that management believes are material
to investors in LP's OP Units, which are redeemable on a one-for-one basis for
Shares or their cash equivalent. We refer to the OP Units as our "Securities,"
and the investors who own OP Units as our "Security Holders."

OWNING AND OPERATING RETAIL REAL ESTATE ENTAILS RISKS THAT COULD ADVERSELY
AFFECT OUR PERFORMANCE

Dependence on the Retail Industry. Our properties consist predominately of
community and neighborhood shopping centers and we depend upon Companies in the
retail industry to occupy our properties. The market for retail space may be
adversely affected by consolidation of retailers, the relatively weak financial
condition of certain retailers and overbuilding in certain markets.

Internet Sales. Retail sales over the Internet have been increasing rapidly.
The success of electronic commerce businesses in attracting customers of our
tenants could adversely affect our tenants and other companies, and thus the
demand for retail space. A reduction in the demand for retail space would
adversely affect our performance.

Major Tenants. As of December 31, 2001, the Company's five largest tenants, as a
percentage of revenues, are Publix (8.6%), Kroger (6.8%), Wal-Mart (4.9%), Kmart
(4.5%) and Winn Dixie (2.7%). LP could be adversely affected if any of these
major tenants experienced a significant downturn in its business or failed to
renew its leases as they expired. A downturn in the business of other
significant tenants could also affect LP adversely; however, as of December 31,
2001, the Company received no more than 1.2% of our annualized base rental
revenue from any other single tenant.

Bankruptcy of Tenants. A financially troubled tenant could seek the protection
of the bankruptcy laws, which might result in rejection and termination of the
tenant's lease. Whether or not a financially troubled tenant seeks the
protection of the bankruptcy laws, we could experience delays and incur
significant costs and delays in enforcing our rights against a financially
troubled tenant that does not pay its rent when due.

Several tenants have filed for protection under bankruptcy laws, however; LP
presently believes the financial losses are not significant with regard to LP's
overall portfolio of tenants.

Vacancies and Lease Renewals. Our anchor tenants' leases generally have terms
of up to 20 years, often with one or more renewal options. We may not be able
to find a replacement tenant at the end or nonrenewal of a lease. The space may
remain vacant or may be re-leased at terms that vary materially and unfavorably
from the original terms.

Tenant Closings. Certain leases permit the tenant to close its operations at the
leased location. Although the tenant would still be responsible for its rental
obligations, any rents based on the sales of that tenant could be lost. Such a
closure could adversely affect customer traffic as well as the business of, and
revenues received from, other tenants at a shopping center. Rental rates and
occupancy may also be affected adversely at such a center.

REAL ESTATE INDUSTRY RISKS MAY AFFECT OUR PERFORMANCE

Concentration in the Southeast. Most of our real estate portfolio is located in
the southeastern United States. This region has experienced rapid growth in
recent years; however, this growth may not continue. Our business could be
adversely affected generally by changes in the region's growth and economic
condition.

Uncertainty of Meeting Acquisition Objectives. We continually seek additional
shopping centers and portfolios of shopping centers. We seek purchases with
attractive initial yields and/or which may enhance our revenues and funds from
operations through renovation, development, expansion and re-leasing programs.
We also regularly evaluate and consider mergers and acquisitions with companies
engaged in businesses similar or complementary to ours. However, we may not be
able to meet our acquisition goals and cannot assure you that any acquisition
will increase our revenues or funds from operations or result in a certain
yield. In addition, we incur certain internal and external costs evaluating
possible transactions, many of which are not recoverable when the transaction
does not close.

Competition. We compete with numerous other real estate companies. Other
retail properties within our markets compete with us for tenants. The location
and number of competitive retail properties could affect the Company's occupancy
levels and rental increases.

Other real estate companies compete with us for development, redevelopment and
acquisition opportunities. Such competitors may be willing and able to pay more
for such opportunities than we would. This may increase the prices sought by
sellers of these properties.

ENVIRONMENTAL PROBLEMS ARE POSSIBLE AND COULD BE COSTLY

Possible Environmental Liabilities. An owner or operator of real estate may be
liable for the costs of removal of the releases of certain hazardous or toxic
substances. The presence of hazardous or toxic substances on or near our
properties, or the failure to properly clean them up, may adversely affect our
ability to sell or rent the property or to use such property as collateral for
our borrowings. Corrective costs could adversely affect our financial condition
and performance.

Lack of Environmental Analyses. The Company, on behalf of LP, has obtained
independent Phase I environmental site assessments for property acquisitions
beginning in 1989 and otherwise as required by its lenders. A Phase I
assessment, however, has not been obtained for several properties. Moreover,
Phase I assessments generally do not include environmental sampling, monitoring
or laboratory analysis. As a result, there may be environmental contamination at
our properties of which we are unaware. Since January 1, 2000, the Company, on
behalf of LP, has acquired environmental and pollution legal liability insurance
coverage to mitigate the associated risks. However, there is no assurance that
this insurance will be adequate to protect LP against unforeseen liabilities,
which could adversely affect LP's performance and financial condition.

Presence of Dry Cleaning Solvents. A number of LP's properties include
facilities leased to dry cleaners. At some of these properties, dry cleaning
solvents have been discovered in soil and or groundwater. In each such instance
either the amount detected was below reportable limits or the state regulatory
authority has informed the Company that no further enforcement action would be
taken. In Florida, the state regulatory authority has admitted the affected
property into the state-sponsored fund responsible for the clean up of dry
cleaning spills. Neither the admission of a property into the Florida fund nor
the assurances of the relevant state regulatory authority ensures that the
Company or LP will not incur additional costs or penalties associated with
corrective action.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND OTHER LAWS MAY BE COSTLY

Our properties must comply with the federal Americans with Disabilities Act of
1990, as amended (the "ADA"). This law requires that disabled persons must be
able to enter and use public properties like our shopping centers. The ADA, or
other federal, state and local laws may require us to modify our properties,
which may adversely affect our financial performance, and may limit renovations.
If we fail to obey such laws, we may pay fines or damages.

SOME POTENTIAL LOSSES ARE NOT COVERED BY INSURANCE

We carry comprehensive liability, fire, extended coverage and rental loss
insurance on all of our properties. We believe this insurance coverage is
reasonably adequate. Certain types of losses, such as lease and other contract
claims, generally are not insured. Should an uninsured loss or a loss in excess
of insured limits occur, we could lose some or all of our investment in a
property, and the anticipated future revenue from the property could be
adversely affected. Notwithstanding any such loss, we would still owe mortgage
debt or other financial obligations related to the property.

OUR PERFORMANCE IS SUBJECT TO RISKS ASSOCIATED WITH DEBT FINANCING

LP guarantees all senior and secured debt of the Company. At December 31, 2001,
the Company had $334 million in long-term debt. On December 31, 2001, the
Company's debt-to-total market capitalization ratio was 51% without giving
effect to the conversion of the subordinated debentures or the OP Units, and 47%
assuming conversion of our subordinated debentures and the OP Units held by
unaffiliated persons. Of the Company's long-term debt, 40.3% was secured by
mortgages on our properties. If the Company was unable to meet mortgage
payments, the mortgagee could foreclose upon the property, appoint a receiver
and receive an assignment of rents and leases or pursue other remedies, all with
a consequent loss of revenues and asset value to the Company and LP.
Foreclosures could also create taxable income without accompanying cash
proceeds, thereby hindering the Company's ability to meet the REIT distribution
requirements of the Code. The Company must pay its debts on time. Interest and
principal on the Company's debt must be paid before dividends can be paid to
security holders. The Company may not be able to refinance existing indebtedness
on favorable terms.

The Company is obligated on floating rate debt, and historically has not used
interest rate protection instruments. If the Company does not hedge its exposure
to increases in interest rates through interest rate protection or cap
agreements, increases in rates may reduce cash flow and its ability to service
LP's debt. The Company's organizational documents place no limit on the amount
of indebtedness it may incur.

SECURITY HOLDERS MAY BE ADVERSELY AFFECTED BY THE DILUTION OF COMMON STOCK

The Company may issue additional Shares or OP Units without Security Holder
approval. Additionally, each OP Unit may be redeemed by the holder for one
share of common stock or, at our option, the cash value of one share of common
stock. Such issuances may dilute your interest in LP.

OUR LIQUIDITY IS SUBJECT TO THE RESTRICTIONS ON SALES OF CERTAIN PROPERTIES

We have agreements that limit our sale of certain properties acquired by LP in
exchange for OP Units for up to 10 years. We may enter into similar agreements
in the future with future sellers of properties that take OP Units in exchange
for transferring properties to LP. These agreements may prevent sales of
properties that could be advantageous to our Security Holders.

THE ABILITY TO EFFECT CHANGES IN CONTROL OF THE COMPANY MAY BE LIMITED

Certain provisions of the law, our charter documents and Company policies may
have the effect of delaying or preventing a change in control of the Company or
other transaction that could, if consummated, provide investors with a premium
over the then-prevailing market price of the Company's securities. These
provisions include the ownership limit described below and the Company's
Shareholders' Rights Plan. Also, any future series of preferred stock may have
certain voting or other provisions that could delay, deter or prevent a change
of control or other transaction that might involve a premium price or otherwise
be of benefit to other equity interests in the Company. For a description of
the Company's Shareholders Rights Plan, see the Company's Current Report on Form
8-K dated August 21, 1998.

THE COMPANY IS SUBJECT TO OWNERSHIP LIMITS AND CERTAIN ADVERSE EFFECTS OF
FAILING TO QUALIFY AS A REIT

Concentration of Ownership of the Company is Limited. In order to qualify as a
REIT under the Code, the Company must satisfy various tests related to the
sources and amounts of our income, the nature of its assets and its stock
ownership. For example, not more than 50% in value of the outstanding shares of
the Company may be owned, directly or indirectly, by five or fewer individuals.
The Company's charter authorizes its directors to take such action as may be
required to preserve its qualification as a REIT, including, but not limited to,
limits on the ownership of its securities. These limits may have the effect of
delaying, deferring or preventing a change in control of the Company.

REIT Investment Limitations. To qualify as a REIT under the Code, the Company
must hold certain types of real estate and other investments. This limits the
Company's ability to diversify the Company's or LP's assets outside of real
estate.

Adverse Effects of Failing to Qualify as a REIT. If the Company fails to
qualify as a REIT under the Code, it will be subject to income taxes on its
taxable income. The Company also may be disqualified from treatment as a REIT
for the four taxable years following the year during which qualification is
lost. This would reduce the net earnings of the Company and LP available for
investment or distribution to Security Holders because of the additional tax
liability for the year(s) involved. In addition, distributions to our Security
Holders would no longer be required, which would likely substantially reduce, or
even eliminate, any dividends paid by the Company to its security holders.

ITEM 2. PROPERTIES
(In thousands, except for square footage)

The following tables and notes thereto describe the properties in which LP
had investments at December 31, 2001, as well as the mortgage indebtedness to
which LP's investments were subject. These tables should be read in conjunction
with the financial statements and notes thereto included elsewhere in this
report.

I. EQUITY INVESTMENTS (LAND AND BUILDINGS)

LP had a fee or leasehold interest in land and improvements thereon as
follows:

GROSS PERCENT
DATE LEASEABLE LEASED YEAR
DESCRIPTION ACQUIRED AREA 12/31/01 COMPLETED
- ---------------------------- ------------- ----------------- ---------- -----------

SHOPPING CENTERS
Asheville Plaza 4/86 49,800 sq. ft. 100% 1967
Asheville, NC
Bay Pointe Plaza 12/98 97,390 sq. ft. 96% 1998
St. Petersburg, FL
Carrollwood Center 11/01 96,243 sq. ft. 85% 1971 & 1996
Tampa, FL
Centre Point Plaza 12/92 & 12/93 163,642 sq. ft. 100% 1989 & 1993
Smithfield, NC
Charlotte Square 8/98 96,188 sq. ft. 92% 1998
Port Charlotte, FL
Chestnut Square 1/92 39,640 sq. ft. 100% 1985
Brevard, NC
Forest Hills Centre 8/90 74,180 sq. ft. 97% 1990 & 1995
Wilson, NC
Forrest Gallery 12/92 214,450 sq. ft. 97% 1987
Tullahoma, TN
The Galleria 8/86 & 12/87 92,344 sq. ft. 88% 1986, 1990
Wrightsville Beach, NC & 1996
Lawrence Commons 8/92 52,295 sq. ft. 98% 1987
Lawrenceburg, TN
Pine Ridge Square 12/00 117,399 sq. ft. 100% 1986
Coral Springs, FL
Plaza North 8/92 47,240 sq. ft. 95% 1986
Hendersonville, NC
Providence Square 12/71 85,930 sq. ft. 96% 1973
Charlotte, NC
Riverside Square 8/98 103,241 sq. ft. 90% 1998
Coral Springs, FL
Riverview Shopping Center 3/72 130,058 sq. ft. 91% 1973 & 1974
Durham, NC
Salisbury Marketplace 9/96 76,970 sq. ft. 87% 1987
Salisbury, NC
Shelby Plaza (1) 4/86 103,000 sq. ft. 100% 1972
Shelby, NC

Shoppes of Lago Mar 2/99 82,613 sq. ft. 92% 1995
Miami, FL
Smyrna Village 8/92 83,334 sq. ft. 97% 1992
Smyrna, TN
Stanley Market Place 1/92 40,364 sq. ft. 89% 1980 & 1991
Stanley, NC
Tamarac Town Square 8/98 124,685 sq. ft. 94% 1998
Tamarac, FL
Treasure Coast Plaza 5/98 133,781 sq. ft. 96% 1998
Vero Beach, FL
Unigold Shopping Center 4/01 102,985 sq. ft. 94% 1987
Orlando, FL
Williamsburg at Dunwoody 3/99 44,928 sq. ft. 92% 1983
Dunwoody, GA
Willowdaile Shopping Center 8/86 & 12/87 120,815 sq. ft. 80% 1986
Durham, NC

TOTAL EQUITY INVESTMENTS IN
LAND AND BUILDINGS 2,373,515 sq. ft.
========= =======
<FN>
NOTES:

(1) Subject to ground lease expiring in 2007 for Shelby Plaza with renewal
options to extend the terms to 2017. The Company has an option to purchase
the land at Shelby Plaza.

II. MORTGAGE INDEBTEDNESS

Indebtedness of LP secured by its investments (not including mortgage debt
owed by a lessee of its land purchase-leaseback investment) was as follows:

PRINCIPAL ANNUAL
MATURITY BALANCE INTEREST CONSTANT
INVESTMENT DATE 12/31/2001 RATE PAYMENT
- ---------------------------- -------- ----------- --------- ---------

Shoppes of Lago Mar 4/1/06 (1) $ 5,423 7.50% $ 532
Miami, FL
Tamarac Town Square (2) 10/1/09 (1) 6,354 9.19% 651
Tamarac, FL
Charlotte Square (2) 2/1/11 (1) 3,727 9.19% 394
Port Charlotte, FL
Pine Ridge 5/1/11 (1) 7,502 7.02% 603
Coral Springs, FL
Riverside Square (2) 3/1/12 (1) 7,877 9.19% 808
Coral Springs, FL
Treasure Coast Plaza 4/1/15 5,286 8.00% 646
Vero Beach, FL

Total 36,169

Interest Premium (2) 1,295
-----------

TOTAL MORTGAGE INDEBTEDNESS $ 37,464 $ 3,634
=========== =========
<FN>
NOTES:

(1) Balloon payment at maturity

(2) For financial reporting purposes, mortgage indebtedness is valued assuming
current interest rates at date of acquisition.

III. ACQUISITIONS

TOTAL
DATE INITIAL CASH PRINCIPAL
ACQUIRED PROPERTY NAME CITY, STATE AREA COST PAID TENANTS
- -------- ----------------------- ----------- ---------------- --------- ------- --------------------

4/12/01 Unigold Shopping Center Orlando, FL 102,985 sq. ft. $ 8,000 $ 7,903 Winn-Dixie

11/30/01 Carrollwood Center Tampa, FL 96,242 sq. ft. 6,763 6,763 Publix, Eckerd Drugs
------- -------- -------

199,227 sq. ft. $ 14,763 $14,666
======= ======== =======

IV. DISPOSITIONS

DATE SALES CASH FINANCIAL PROPERTY PRINCIPAL
SOLD PROPERTY NAME CITY, STATE AREA PRICE PROCEEDS GAIN (LOSS) TYPE TENANTS
- ------- --------------- ------------------ -------------- ------ --------- ------------ --------------- ---------

4/18/01 Eden Center Eden, NC 56,355 sq. ft. $3,950 $ 3,830 $ 742 Shopping Center Food Lion

5/31/01 Chadwick Square Hendersonville, NC 32,100 sq. ft. 2,401 2,351 366 Shopping Center Food Lion
------ ------ --------- ------------

88,455 sq. ft. $6,351 $ 6,181 $ 1,108
====== ====== ========= ============

ITEM 3. LEGAL PROCEEDINGS

Presently, there are no material pending legal proceedings of which LP is
aware involving LP or its properties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY
HOLDER MATTERS

Not Applicable

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share amounts)

The following table sets forth selected financial data for LP and should be
read in conjunction with the financial statements and notes thereto included
elsewhere in this report.

AS OF OR FOR THE YEARS ENDED JULY 15, 1998
------------------------------- (INCEPTION) TO
2001 2000 1999 DECEMBER 31, 1998
--------- --------- --------- -------------------

OPERATING DATA
Gross revenues $ 24,006 $ 20,626 $ 20,126 $ 7,187
Expenses 13,908 12,241 11,465 3,912
--------- --------- --------- ---------

Earnings from operations 10,098 8,385 8,661 3,275
Gain on sales of properties 1,108 - 1,130 -
--------- --------- --------- ---------

Net earnings $ 11,206 $ 8,385 $ 9,791 $ 3,275
========= ========= ========= =========

BALANCE SHEET DATA
Real estate, before
accumulated depreciation $172,770 $161,213 $147,123 $ 139,936
Real estate, net of
accumulated depreciation 145,625 137,114 126,605 120,837
Total assets 166,873 145,814 137,834 123,209
Total debt 37,464 30,595 31,181 25,963
Total liabilities 39,618 32,294 33,726 27,656
Total partners' capital 118,607 106,899 97,734 87,759

OTHER DATA
Net cash flows from (used in):
Operating activities $ 13,699 $ 10,837 $ 12,218 $ 4,128
Investing activities (10,979) (13,898) (2,246) (11,973)
Financing activities (8,863) 9,345 (10,716) 8,948

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto included elsewhere in this report.

OVERVIEW

IRT Partners, L.P. ("LP"), a Georgia limited partnership formed on July 15,
1998, is the entity through which IRT Property Company (the "Company"), a
self-administered and self-managed real estate investment trust ("REIT"),
conducts a portion of its business and owns (either directly or through
subsidiaries) a portion of its assets. LP was formed by the Company in order to
enhance the Company's acquisition opportunities through a "downreit" structure.
This structure offers potential sellers the ability to make a tax-deferred sale
of their real estate investments properties in exchange for OP Units of LP.

IRT Property Company was founded in 1969 and became a public company in May
1971 (NYSE: IRT). The Company is an owner, operator, redeveloper and developer
of high quality, well located neighborhood and community shopping centers
throughout the southeastern United States. The Company is the sole general
partner of LP and maintains an indirect partnership interest in LP through its
wholly-owned subsidiary, IRT Management Company ("IRTMC"). At December 31, 2001,
IRT and IRTMC owned approximately 1% and 93.3%, respectively, of LP.

At December 31, 2001, LP owned 25 neighborhood and community shopping
centers located in North Carolina (12), Florida (9), Tennessee (3) and Georgia
(1). The shopping centers are anchored by necessity-oriented retailers such as
supermarkets, drug stores, national value retailers and department stores. The
following table summarizes the shopping centers by state for total gross
leasable area ("GLA") and rental income for the years ended December 31, 2001
and 2000:

% OF GLA % OF RENTAL INCOME
------------------- -------------------
2001 2000 2001 2000
------ ------ ------ ------

North Carolina 45.2% 51.9% 34.4% 42.9%
Florida 38.8% 29.7% 49.9% 38.9%
Tennessee 14.2% 16.3% 11.9% 13.5%
Georgia 1.8% 2.1% 3.8% 4.7%
------ ------ ------ ------

100.0% 100.0% 100.0% 100.0%
====== ====== ====== ======

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant estimates and assumptions within the
financial statements include valuation adjustments to tenant related accounts,
determination of useful lives of assets subject to depreciation or amortization
and impairment evaluation of operating and development properties and other
long-term assets. However, application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a
result, actual results could differ significantly from those estimates.

Additional discussion of accounting policies that we consider to be
significant, including further discussion of the critical accounting policies
described below, are included in the notes to the financial statements in Item 8
of this report.

Revenue Recognition
Leases with tenants are accounted for as operating leases. Rental revenue
is recognized on a straight-line basis over the initial lease term. Certain
tenants are required to pay percentage rents based on their gross sales
exceeding specified amounts. This percentage rental revenue is recorded upon
collection. The Company receives reimbursements from tenants for real estate
taxes, common area maintenance and other recoverable costs. These tenant
reimbursements are recognized as revenue in the period the related expense is
recorded.

The Company makes valuation adjustments to all tenant related revenue based
upon the tenant's credit and business risk. The Company, on behalf of LP,
suspends the accrual of income on specific investments where interest,
reimbursement or rental payments are delinquent sixty days or more. These
valuation adjustments are estimates that affect LP's net earnings since an
increase or decrease in the valuation adjustments directly leads to a decrease
or increase in net earnings, respectively.

Rental Properties
Rental properties are stated at cost less accumulated depreciation. Costs
incurred for the acquisition, renovation, and betterment of the properties are
capitalized and depreciated over their estimated useful lives. Recurring
maintenance and repairs are charged to expense as incurred. Depreciation is
computed on a straight-line basis generally for a period of sixteen to forty
years for buildings and significant improvements. Tenant improvements are
depreciated on a straight-line basis over the life of the related lease.

When costs are capitalized, the Company must make a judgment of the useful
life of the asset for purposes of determining the amount of yearly depreciation,
which affects net earnings. If the useful life were increased, yearly
depreciation would be reduced, thus increasing net earnings.

Impairment of Properties
The Company, on behalf of LP, periodically evaluates the carrying value of
its long-lived assets, including operating properties, in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." Impairment is based on whether it is probable that undiscounted future cash
flows from each property will be less than its net book value. The Company, on
behalf of LP, assesses whether there are any indicators that the value of the
asset may be impaired. In addition, judgments are made in calculating the
undiscounted cash flows. These assessments and judgments could have a material
impact on net earnings since, if an impairment exists, the asset is written down
to its estimated fair value and an impairment loss is recognized thereby
reducing net earnings.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998 SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. This statement, as amended, establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair market value. SFAS No. 133 requires that changes in the derivative's fair
market value be recognized currently in earnings unless specific hedge
accounting criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item in
the income statement and requires that a company

must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting. LP adopted this statement on January 1, 2001.
The Company or LP did not hold and has not engaged in transactions using
derivative financial instruments. The adoption of this statement did not have a
material effect on LP's balance sheet or results of operations.

In June 2001, SFAS No. 141, "Business Combinations," was issued. This
statement eliminates pooling of interests accounting and requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method. LP adopted this standard on July 1, 2001 and adoption of this
standard did not have a significant effect on LP's financial statements.

In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," was
issued establishing accounting and reporting standards that address how goodwill
and intangible assets should be accounted for within the financial statements.
The statement requires companies to not amortize goodwill and intangible assets
with infinite lives, but to test such assets for impairment on a regular basis.
An intangible asset that has a finite life should be amortized over its useful
life and evaluated for impairment on a regular basis. This statement is
effective for fiscal years beginning after December 15, 2001. LP adopted this
standard on January 1, 2002 and adoption of this standard did not have a
significant effect on LP's financial statements.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued establishing new rules and clarifying
implementation issues with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," by allowing a
probability-weighted cash flow estimation approach to measure the impairment
loss of a long-lived asset. The statement also established new standards for
accounting for discontinued operations. Transactions that qualify for reporting
in discontinued operations include the disposal of a component of an entity's
operations that comprises operations and cash flows that can be clearly
distinguished, operationally and for financial reporting purposes, from the rest
of the entity. The statement is effective for fiscal years beginning after
December 15, 2001. LP adopted this standard on January 1, 2002 and adoption of
this standard did not have a significant effect on LP's financial statements.

COMPARISON OF 2001 TO 2000 RESULTS OF OPERATIONS

Revenues
Total revenues increased $3,380, or 16.4%, to $24,006 in 2001 primarily due
to an increase in income from rental properties of $3,001, an increase in
interest income of $86 and gain on a sale of an outparcel of $293.

Income from rental properties increased $3,001, or 14.8%, to $23,296 in
2001. Included in income from rental properties is minimum rent, percentage rent
and other rental income. Minimum rents increased $1,786, or 11.0%, primarily due
to an increase in rental rates per square foot from $7.87 in 2000 to $7.94 in
2001 and the core portfolio of properties contributing $522, or an increase of
2.7%, over 2000. The core portfolio is defined as properties held in the same
corresponding period from the current and prior year, excluding those properties
sold or acquired during the same corresponding period. Income from rental
properties increased $2,996 due to two properties acquired in 2001 and one
property in 2000, which was partially offset by a $518 decrease in income
attributable to the sale of two properties in 2001. Percentage rent, based on
tenant's gross sales exceeding specified amounts, increased $23, or 7.3%, to
$339 for 2001 due to the three acquired properties. Other rental income such as
tenant reimbursements, tenant allowances (bad debt reserves) and lease
cancellation fees, increased $1,192, or 31.8%, to $14,493. This increase was
partially due to an increase in tenant reimbursements for common area
maintenance ("CAM") of $658, or 17.2%. Tenants reimburse us for specific
expenses relating to the property such as maintenance, taxes and insurance. The
reimbursements received as a percentage of expenditures were 75.9% in 2001 and
74.0% in 2000. This increase in the recovery percentage is due to an increase in
operating costs and the three acquisitions. Tenant allowances decreased $55, or
45.1%, from 2000 and represented only 0.3% of total rental income in 2001. Lease
cancellation fees decreased $429 due to the lease termination fee of an anchor
in 2001.

Interest income increased $86, or 26.0%, to $417 in 2001 from $331 in 2000.
The increase was due to interest charged on advances to the Company which
increased in 2001 as compared to 2000.

In 2001, LP sold a land outparcel that is located at one of LP's shopping
centers for $348, resulting in a gain of $293.

Expenses
Total expenses increased $1,667, or 13.6%, to $13,908 in 2001 due to
increases in operating expenses of rental properties of $811, interest expense
of $331, depreciation of $314, amortization of debt costs of $9 and general and
administrative expenses of $293.

Operating expenses of rental properties increased $811, or 15.1%, to $6,182
in 2001. This increase was partially due to an increase of real estate taxes of
$368, or 8.3%, over 2000 as a result of increased property values. Insurance
costs increased by $85, or 34.0%, over 2000 due to a general increase in
premiums. The Company amortizes lease fees that are capitalized and the
amortization expense increased $76, or 40.2%, in 2001 due to increased leasing
activity in 2001 and 2000. Tenant reimbursable operating expenses increased
$811, or 15.1%, primarily due to higher operating and maintenance costs.
Overall, the operating expenses of properties increased due to core portfolio
operating expenses increasing $95, or 1.8%, over 2000 and the three properties
acquired during 2001 and 2000 increasing expenses $825. These increases were
partially offset by a decrease in expenses of $110 from the sales of two
properties during 2001.

Interest expense increased $331, or 13.6%, in 2001 primarily due to the new
$7,500 mortgage note.

The net increase of $314, or 8.8%, in depreciation expense in 2001 was due
to the acquisition of a shopping center in the fourth quarter of 2000 and two
during 2001, net of the effect of the disposition of two properties in 2001.

Amortization of debt costs increased $9 primarily due to the new $7,500
mortgage note obtained in April 2001.

General and administrative expenses increased $202, or 23.8%, to $1050 in
2001. This increase relates to an increase in expenses of the Company that are
allocated to LP. Total general and administrative expenses as a percentage of
total revenues was 4.4% and 4.1% for 2001 and 2000, respectively.

Other
Gains on sales of properties increased to $1,108 in 2001. The Company sold
two investments in limited growth or tertiary markets during 2001 for
approximately $6,351. No such sales occurred in 2000.

Net Earnings
Net earnings increased $2,821, or 33.6%, to $11,206 in 2001 from $8,385 in
2000. This increase was attributable to an increase in revenues primarily from
the increase in base rents per square foot, the gain on outparcel sale and the
gains on the sales of properties. These increases were partially offset by
higher operating expenses of the properties and higher general and
administrative expenses.

COMPARISON OF 2000 TO 1999 RESULTS OF OPERATIONS

Revenues
Total revenues increased $500, or 2.5%, to $20,626 in 2000. This increase
is due to a $493 increase in income in rental properties and a $187 increase in
interest income from affiliates.

Income from rental properties increased $493, or 2.5%, to $20,295 in 2000.
Included in income from rental properties is minimum rent, percentage rent and
other rental income. Minimum rents increased $192, or 1.2%, primarily from an
increase in rental rates per square foot from $7.82 in 1999 to $7.87 in 2000 and
the increase in income of $585 related to the acquisitions of two properties in
1999. This increase was partially offset by a decrease in revenues related to
three properties sold in 1999 of $519. Percentage rent, based on tenant's gross
sales exceeding specified amounts, increased $17, or 5.6%, to $317 for 2000.
Other rental income such as tenant reimbursements, tenant allowances and lease
cancellation fees, increased $284, or 8.2%, to $3,751 in 2000. This increase was
partially due to an increase in tenant reimbursements for CAM of $456, or 13.6%.
Tenants reimburse us for specific expenses relating to the property such as
maintenance, taxes and insurance. The reimbursements received as a percentage of
expenditures were 74.0% in 2000 and 70.2% in 1999. This increase in the recovery
percentage is due to the acquisition of two properties in 1999 as well as
relatively stable tenant reimbursement expenses from 1999 to 2000. Tenant
allowances increased $84 from 1999 due to several closed tenants. Tenant
allowances represented only 0.6% of rental income in 2000. Lease cancellation
fees decreased $58 to $45 in 2000 due to a termination of an anchor tenant in
1999. Overall, the core portfolio's income increased from 1999 to 2000 by $427,
or 2.4%.

Interest income increased $7, or 2.2%, to $331 in 2001 from $324 in 2000.
The increase was primarily due to interest on advances to the Company which
increased in 2000 over 1999.

Expenses
Total expenses increased $776, or 6.8%, to $12,241 in 2000 due to increases
in operating expenses of rental properties of $462, interest expense of $23,
depreciation of $231 and administrative expenses of $60.

Operating expenses of rental properties increased $462, or 9.4%, to $5,371
in 2000. This increase was primarily due to an increase in property taxes of
$218, or 12.1%, and an increase in tenant reimbursement expenses of $164, or
8.9%. These increases were primarily due to the two acquisitions in 1999.
Overall, the operating expenses of rental properties increased due to the core
portfolio operating expenses increasing $397, or 9.1%, over 1999 and due to the
two properties acquired during 1999 increasing expenses by $158 over1999. These
increases were partially offset by a decrease in expenses of $93 from the sales
of three properties during 2000.

Interest expense increased $23, or 1.0%, in 2000 primarily due to a new
mortgage in 1999 in conjunction with a property acquisition.

The net increase of $231, or 6.9%, in depreciation expense in 2000 was due
to the acquisition of two shopping centers in 1999, net of the effect of the
disposition of three properties in 1999.

General and administrative expenses increased $60, or 7.6%, to $848 in 2000
primarily due to an increase in operating expenses of the Company that are
allocated to LP.

Other
Gains on sales of properties decreased $1,130 in 2000 from 1999. The
Company sold three shopping center investments in limited growth or tertiary
markets during 1999. for approximately $9,170. No such sales occurred in 2000.

Net Earnings
Net earnings decreased $1,406, or 14.3%, to $8,385 in 2000 from $9,791 in
1999. The decrease was attributable to a decrease on the gains on sales of
properties and an increase in operating expenses, partially offset by an
increase in rental income.

LIQUIDITY AND CAPITAL RESOURCES

The Company presently expects cash from LP's operating activities to be a
primary source of funds to pay distributions, mortgage notes payments and
certain capital improvements on LP's properties. Net cash from operating
activities was $13,699 in 2001 as compared to $10,837 in 2000, an increase of
26.4%. The increase in cash flow is due to the rental income from two
acquisitions in 2001 and one in 2000. Distributions to unitholders during 2001
and 2000 were $12,138 and $10,774, respectively. Mortgage principal payments for
2001 and 2000 were $671 and $586. Total capital expenditures on operating
properties were $2,681 and $2,453, respectively.

Other planned activities, including property acquisitions, new
developments, certain capital improvement programs and debt repayments, are
expected to be funded to the extent necessary by mortgage financing, periodic
sales or exchanges of existing properties and the issuance of OP Units. Net
cash used in investing activities was $10,979 in 2001 as compared to $13,898 in
2000, a decrease of $2,919 or 21.0%. This decrease in cash used in investing
activities was due to an increase in property sales in 2001 of $6,181 partially
offset by two acquisitions in 2001.

Net cash used in financing activities decreased to $8,863 in 2001 from cash
provided by financing activities of $9,345 in 2000, a decrease of $18,208. This
decrease in cash used in financing activities was due to advances to the Company
of $18,130 in 2001, as compared to advances from the Company of $8,904 in 2000.

LP guarantees the Company's indebtedness under the Company's existing
unsecured revolving term loan and its other senior debt.

The Company, through LP, uses secured borrowings for use in meeting capital
requirements. As of December 31, 2001, LP had $37,464 in mortgage notes payable
at a weighted average interest rate of 7.72%, which are due in monthly
installments with maturity dates ranging from 2006 to 2015.

In April 2001, LP obtained a non-recourse, secured loan on its Pine Ridge
Square property of $7,540, at a fixed interest rate of 7.02%. The loan is due
and payable in ten years and the principal amortization is based on a thirty
year amortization schedule.

Future principal amortization and balloon payments applicable to mortgage
notes payable at December 31, 2001 are as follows:

PRINCIPAL BALLOON
YEAR AMORTIZATION PAYMENTS TOTAL
- ---------------- ------------- --------- -------

2002 $ 644 $ - $ 644
2003 699 - 699
2004 757 - 757
2005 823 - 823
2006 762 4,797 5,559
Thereafter 6,074 21,613 27,687
------------- --------- -------

$ 9,759 $ 26,410 36,169
============= =========
Interest Premium 1,295
-------

$37,464
=======

INFLATION AND ECONOMIC FACTORS

The effects of inflation upon LP's results of operations and investment
portfolio are varied. From the standpoint of revenues, inflation has the dual
effect of both increasing the tenant revenues upon which percentage rentals are
based and allowing increased fixed rentals as rental rates rise generally to
reflect higher construction costs on new properties. This positive effect is
partially offset by increasing operating and interest expenses, but usually not
to the extent of the increases in revenues.

ENVIRONMENTAL FACTORS

For the years commencing January 1, 2000, the Company, on behalf of LP, has
maintained environmental and pollution legal liability insurance coverage to
attempt to mitigate the associated risks. Although no assurance can be given
that LP properties will not be affected adversely in the future by environmental
problems, the Company presently believes that there are no environmental matters
that are reasonably likely to have a material adverse effect on LP's financial
position. See "Regulation" located within this report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(dollars in thousands)

The Company and LP utilize mortgage notes payable with fixed rates. Sudden
changes in interest rates generally do not affect LP's interest expense as these
debt instruments have fixed rates for extended periods of time. LP's potential
risk is from increases in long-term real estate mortgage rates or borrowing
rates that may occur. As the debt instruments mature, LP typically refinances
such debt at the then current market interest rates, which may be more or less
than the interest rates on the maturing debt.

The table below provides information about LP's financial instruments that
are sensitive to changes in interest rates or market conditions, including
estimated fair values for the LP's interest rate sensitive liabilities as of
December 31, 2001. As the table incorporates only those exposures that exist as
of December 31, 2001, it does not address exposures which could arise after that
date. Moreover, because there were no firm commitments to sell the obligations
at fair value as of December 31, 2001, the information presented has limited
predictive value. As a result, LP's ultimate realized gain or loss with respect
to interest rate fluctuations will depend on the exposures that arise during a
future period and at prevailing interest rates. Dollar amounts in the following
table are in thousands.

Expected Maturity/Principal Repayment
Nominal* ----------------------------------------------- Total Fair
Interest Rate 2002 2003 2004 2005 2006 Thereafter Balance Value
-------------- ----- ----- ----- ----- ------ ----------- -------- -------

Fixed Rate Liabilities:
Mortgage Notes Payable 7.72% $ 757 $ 818 $ 883 $ 957 $5,700 $ 28,349 $ 37,464 $38,796

<FN>
* Average rate as of December 31, 2001

IRT PARTNERS, L.P.

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Report of Independent Public Accountants. . . . . . . . . . 21

Balance Sheets:
December 31, 2001 and 2000. . . . . . . . . . . . . . . 22

Statements of Earnings:
For the Years Ended December 31, 2001, 2000 and 1999. . 23

Statements of Changes in Partners' Capital:
For the Years Ended December 31, 2001, 2000 and 1999. . 24

Statements of Cash Flows:
For the Years Ended December 31, 2001, 2000 and 1999. . 25

Notes to Financial Statements:
December 31, 2001, 2000 and 1999. . . . . . . . . . . . 26

SCHEDULE

III Real Estate and Accumulated Depreciation . . . . . . 34

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To IRT Partners, L.P.:

We have audited the accompanying balance sheets of IRT Partners, L.P. (a
Georgia limited partnership) as of December 31, 2001 and 2000, and the related
statements of earnings, changes in partners' capital and cash flows for each of
the three years ended December 31, 2001. These financial statements and the
schedule referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of IRT Partners, L.P. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for each of the three years ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 24, 2002

IRT PARTNERS, L.P.

BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)

2001 2000
--------- ---------

ASSETS
Rental properties $172,770 $161,213
Accumulated depreciation (27,145) (24,099)
--------- ---------
Net rental properties 145,625 137,114

Cash and cash equivalents 500 6,643
Advances to affiliate, net 18,149 19
Prepaid expenses and other assets 2,599 2,038
--------- ---------

Total assets $166,873 $145,814
========= =========

LIABILITIES & PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable, net $ 37,464 $ 30,595
Accrued expenses and other liabilities 2,154 1,699
--------- ---------

Total liabilities 39,618 32,294

Limited partners' capital interest (815,852 OP Units in 2001
and 2000, respectively) at redemption value 8,648 6,621

Commitments and contingencies (Note 5)

Partners' capital:
General partner (144,229 and 129,433 OP Units
in 2001 and 2000, respectively) 1,269 1,131

Limited partner (13,462,596 and 11,997,929 OP Units
in 2001 and 2000, respectively) 117,338 105,768
--------- ---------

Total partners' capital 118,607 106,899
--------- ---------

Total liabilities and partners' capital $166,873 $145,814
========= =========

The accompanying notes are an integral part of these balance sheets.

IRT PARTNERS, L.P.

STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(IN THOUSANDS)

2001 2000 1999
------- ------- -------

Revenues:
Income from rental properties $23,296 $20,295 $19,802
Gain on sale of outparcel 293 - -
Interest income from affiliate 417 331 324
------- ------- -------

Total revenues 24,006 20,626 20,126
------- ------- -------

Expenses:
Operating expenses of rental properties 6,182 5,371 4,909
Interest on mortgages 2,772 2,441 2,418
Depreciation 3,895 3,581 3,350
Amortization of debt costs 9 - -
General and administrative 1,050 848 788
------- ------- -------

Total expenses 13,908 12,241 11,465
------- ------- -------

Earnings before gain on
sales of properties 10,098 8,385 8,661

Gain on sales of properties 1,108 - 1,130
------- ------- -------

Net earnings $11,206 $ 8,385 $ 9,791
======= ======= =======

The accompanying notes are an integral part of these statements.

IRT PARTNERS, L.P.

STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(IN THOUSANDS)
Limited
Total Partners'
General Limited Partners' Capital
Partner Partner Capital Interest
--------- --------- ----------- ----------

Balance, December 31, 1998 $ 955 $ 86,804 $ 87,759 $ 7,794
Cash contributions for acquisitons of rental properties 92 9,169 9,261 -
Distributions (104) (9,660) (9,764) (733)
Net Earnings 98 9,010 9,108 683
Adjustment to reflect limited partners' capital interest at redemption value - 1,370 1,370 (1,370)
--------- --------- ----------- ----------

Balance, December 31, 1999 1,041 96,693 97,734 6,374
Cash contributions for acquisitons of rental properties 113 11,688 11,801 -
Distributions (107) (9,900) (10,007) (767)
Net Earnings 84 7,705 7,789 596
Adjustment to reflect limited partners' capital interest at redemption value - (418) (418) 418
--------- --------- ----------- ----------

Balance, December 31, 2000 1,131 105,768 106,899 6,621
Cash contributions for acquisitons of rental properties 147 14,520 14,667 -
Distributions (121) (11,250) (11,371) (767)
Net Earnings 112 10,540 10,652 554
Adjustment to reflect limited partners' capital interest at redemption value - (2,240) (2,240) 2,240
--------- --------- ----------- ----------

Balance, December 31, 2001 $ 1,269 $117,338 $ 118,607 $ 8,648
========= ========= =========== ==========

The accompanying notes are an integral part of these statements.

IRT PARTNERS, L.P.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(IN THOUSANDS)

2001 2000 1999
--------- --------- ---------

Cash flows from operating activities:
Net earnings $ 11,206 $ 8,385 $ 9,791
Adjustments to reconcile earnings to net cash from operating activities:
Depreciation 3,895 3,581 3,350
Gain on sale of operating properties (1,108) - (1,130)
Gain on sale of outparcel (293) - -
Straight line rent adjustment (189) (41) -
Amortization of debt costs and discounts 10 - -
Changes in assets and liabilities:
Increase in prepaid expenses and other assets (283) (50) (678)
Increase (decrease) in accrued expenses and other liabilities 461 (1,038) 885
--------- --------- ---------

Net cash flows from operating activities 13,699 10,837 12,218
--------- --------- ---------

Cash flows used in investing activities:
Additions to operating properties, net (17,508) (13,898) (11,113)
Proceeds from sales of operating properties, net 6,181 - 8,867
Proceeds from sale of outparcel, net 348 - -
--------- --------- ---------

Net cash flows used in investing activities (10,979) (13,898) (2,246)
--------- --------- ---------

Cash flows (used in) provided by financing activities:
Issuance of units for cash 14,666 11,801 9,261
Distributions paid, net (12,138) (10,774) (10,497)
Collection of advances to affiliate, net - 8,904 -
Advances to affiliate, net (18,130) - (8,956)
Proceeds from mortgage notes payable 7,540 - -
Principal amortization of mortgage notes payable (671) (586) (524)
Payment of deferred financing costs (130) - -
--------- --------- ---------

Net cash flows (used in) provided by financing activities (8,863) 9,345 (10,716)
--------- --------- ---------

Net (decrease) increase in cash and cash equivalents (6,143) 6,284 (744)

Cash and cash equivalents at beginning of period 6,643 359 1,103
--------- --------- ---------

Cash and cash equivalents at end of period $ 500 $ 6,643 $ 359
========= ========= =========

Supplemental disclosures of cash flow information:

Total cash paid for interest $ 2,745 $ 2,445 $ 2,386
========= ========= =========

The accompanying notes are an integral part of these statements.

IRT PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000, AND 1999
(DOLLARS IN THOUSANDS, EXCEPT UNIT DATA)
(UNAUDITED WITH RESPECT TO SQUARE FOOTAGE)

1. ORGANIZATION AND NATURE OF OPERATIONS

IRT Partners, L.P. ("LP"), a Georgia limited partnership formed July 15,
1998, is the entity through which IRT Property Company (the "Company"), a
self-administered and self-managed real estate investment trust ("REIT"),
conducts a portion of its business and owns (either directly or through
subsidiaries) a portion of its assets.

The Company is the sole general partner of LP and maintains an indirect
partnership interest through its wholly-owned subsidiary, IRT Management Company
("IRTMC"). The Company initially contributed 20 shopping centers, related assets
and cash to LP in exchange for 8,486,217 limited partnership units ("OP Units").
The Company was issued additional OP Units in exchange for cash contributions to
fund further acquisition activity. Since the formation of LP, the Company has
contributed cash to acquire seven shopping centers and LP has divested five
shopping centers. At December 31, 2001, IRT and IRTMC own approximately 1% and
93.3%, respectively of LP.

LP was formed by the Company in order to enhance the Company's acquisition
opportunities through a downreit structure. This structure offers potential
sellers the ability to make a tax-deferred sale of their real estate properties
in exchange for OP Units of LP. In August 1998, certain unaffiliated persons
contributed their interests in three Florida shopping centers in exchange for a
total of 815,852 OP Units.

At December 31, 2001, LP owns 25 neighborhood and community shopping
centers located in Florida, Tennessee, Georgia and North Carolina. The shopping
centers are anchored by necessity-oriented retailers such as supermarkets, drug
stores, national value retailers and department stores.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

Significant estimates and assumptions within the financial statements include
impairment evaluation of operating and development properties and other
long-term assets, determination of useful lives of assets subject to
depreciation or amortization and valuation adjustments to tenant related
accounts. Actual results could differ from those estimates.

REVENUE RECOGNITION

Leases with tenants are accounted for as operating leases. Rental revenue
is recognized on a straight-line basis over the initial lease term. Certain
tenants are required to pay percentage rents based on their gross sales
exceeding specified amounts. This percentage rental revenue is recorded upon
collection. The Company receives reimbursements from tenants for real estate
taxes, common area maintenance and other recoverable costs. These tenant
reimbursements are recognized as revenue in the period the related expense is
recorded.

The Company, on behalf of LP, makes valuation adjustments to all tenant
related revenue based upon the tenant's credit and business risk. LP suspends
the accrual of income on specific investments where interest, reimbursement or
rental payments are delinquent sixty days or more.

Other non-rental revenue is recognized as revenue when earned.

Gains on sales of real estate assets are recognized at the time title to
the asset is transferred to the buyer, subject to the adequacy of the buyer's
initial and continuing investment and the assumption by the buyer of all future
ownership risks of the property. The gain for sales of operating properties is
calculated based on the net carrying value of the property at the time of sale.
The net carrying value represents the cost of acquisition, renovation or
betterment of the property less the accumulated depreciation of such costs. For
gains on outparcel sales, the gain is calculated based on the value assigned to
the outparcel lot through specific identification of costs or the relative sales
value of the outparcel lot to the entire property.

RENTAL PROPERTIES

Rental properties are stated at cost less accumulated depreciation. Costs
incurred for the acquisition, renovation, and betterment of the properties are
capitalized and depreciated over their estimated useful lives. Recurring
maintenance and repairs are charged to expense as incurred. Depreciation is
computed on a straight-line basis generally for a period of sixteen to forty
years for buildings and significant improvements. Tenant improvements are
depreciated on a straight-line basis over the life of the related lease.

The Company periodically evaluates the carrying value of LP's long-lived
assets, including operating and development properties, in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." Impairment is based on whether it is probable that undiscounted future cash
flows from each property will be less than its net book value. If an impairment
exists, the asset is written down to its estimated fair value and an impairment
loss is recognized. Management believes that no material impairment existed at
December 31, 2001, and accordingly no loss was recognized.

CASH EQUIVALENTS

LP considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.

DEFERRED LEASING COSTS

Internal and external commission costs incurred in obtaining tenant leases
are included in prepaid expenses and other assets. The costs are amortized on a
straight-line basis over the terms of the related leases. Upon lease
cancellation or termination, unamortized costs are charged to operations.

DEFERRED FINANCE COSTS

Costs related to loan costs incurred in obtaining long-term financing are
included within prepaids and other assets. The costs are capitalized and
amortized over the life of the financing on a straight-line basis, which
approximates the effective interest method. Upon prepayment, applicable
unamortized costs are charged to operations.

INCOME TAXES

No federal or state income taxes are reflected in the accompanying
financial statements since LP is a partnership and its partners are required to
include their respective share of profits and losses in their income tax
returns.

SEGMENT REPORTING

In 1998 LP adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement established standards for
reporting financial and descriptive information about operating segments in
annual financial statements. Operating segments are defined as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. LP's chief operating decision
maker is the senior management group of the Company.

LP owns and operates retail shopping centers in the southeastern United
States. Such shopping centers generate rental and other revenue through the
leasing of shop spaces to a diverse base of tenants. LP evaluates the
performance of each of its shopping centers on an individual basis due to
specific geographical market demographics and local competitive forces. However,
because the shopping centers have generally similar economic characteristics and
tenants, the shopping centers have been aggregated into one reportable segment.

DERIVATIVE FINANCIAL INSTRUMENTS

company must formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting. The Company and LP adopted this
statement on January 1, 2001. The Company or LP did not hold and has not
engaged in transactions using derivative financial instruments. The adoption of
this statement did not have a material effect on LP's balance sheet or results
of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, SFAS No. 141, "Business Combinations," was issued. This
statement eliminates pooling of interests accounting and requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method. LP adopted this standard on January 1, 2002 and believes
adoption of this standard will not have a significant effect on the LP's
financial statements.

In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," was
issued establishing accounting and reporting standards that address how goodwill
and intangible assets should be accounted for within the financial statements.
The statement requires companies to not amortize goodwill and intangible assets
with infinite lives, but to test such assets for impairment on a regular basis.
An intangible asset that has a finite life should be amortized over its useful
life and evaluated for impairment on a regular basis. This statement is
effective for fiscal years beginning after December 15, 2001. LP adopted this
standard on January 1, 2002 and believes adoption of this standard will not have
a significant effect on LP's financial statements.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued establishing new rules and clarifies
implementation issues with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," by allowing a
probability-weighted cash flow estimation approach to measure the impairment
loss of a long-lived asset. The statement also established new standards for
accounting for discontinued operations. Transactions that qualify for reporting
in discontinued operations include the disposal of a component of an entity's
operations that comprises operations and cash flows that can be clearly
distinguished, operationally and for financial reporting purposes, from the rest
of the entity. The statement is effective for fiscal years beginning after
December 15, 2001. LP adopted this standard on January 1, 2002 and believes
adoption of this standard will not have a significant effect on LP's financial
statements.

RECLASSIFICATION OF PRIOR YEAR AMOUNTS

Certain prior year amounts in the consolidated financial statements have
been reclassified to conform with the 2001 presentation.

3. RENTAL PROPERTIES

Buildings and related improvements are depreciated on a straight-line basis
for a period of 16 to 40 years. Tenant improvements are depreciated on a
straight-line basis over the life of the related lease. Rental properties are
comprised of the following:

DECEMBER 31,
------------------
2001 2000
-------- --------

Land related to buildings and improvements $ 40,555 $ 37,428
Buildings and improvements 128,222 158,584
Tenant improvements 3,993 2,629
-------- --------

Total rental properties $172,770 $161,213
======== ========

Rental properties acquired in 2001 and 2000 and disposed in 2001 are
summarized below. LP did not dispose of any properties in 2000.

SHOPPING CENTER ACQUISITIONS

Date Square Year Built/ % Leased Total Initial
Acquired Property Name City, State Footage Renovated at Acquisition Cost Cash Paid
- ----------------- --------------------------- ----------------- ------- --------- --------------- ------- ----------

2001 ACQUISITIONS
4/12/01 Unigold Shopping Center Orlando, FL 102,985 1987 97% $ 8,000 $ 7,903
11/30/01 Carrollwood Shopping Center Tampa, FL 96,242 1971/1996 85% 6,763 6,763
------- ------- ----------
199,227 $14,763 $ 14,666
======= ======= ==========

2000 ACQUISITIONS
12/28/00 Pine Ridge Square Coral Springs, FL 117,399 1986 100% $11,600 $ 11,438

SHOPPING CENTER DISPOSITIONS

Date Square Sales Net Gain
Sold Property Name City, State Footage Price Proceeds (Loss)
- ----------------- --------------- ------------------ ------- ------ --------- -------

2001 DISPOSITIONS
4/18/01 Eden Center Eden, NC 56,355 $3,950 $ 3,830 $ 742
5/31/01 Chadwick Square Hendersonville, NC 32,100 2,401 2,351 366
------- ------ --------- -------
88,455 $6,351 $ 6,181 $ 1,108
======= ====== ========= =======

4. MORTGAGE NOTES PAYABLE

Mortgage notes payable are collateralized by various real estate
investments having a net carrying value of approximately $60,968 at December 31,
2001. These notes have stated interest rates ranging from 7.02% to 9.1875% and
are due in monthly installments with maturity dates ranging from 2006 to 2015.

In April 2001, LP obtained a non-recourse, secured loan on Pine Ridge
Square of $7,540, at a fixed interest rate of 7.02%. The loan is due and payable
in ten years and the principal amortization is based on a thirty year
amortization schedule. Costs associated with obtaining the secured note totaled
$130 and are being amortized over the term of the loan.

Future principal amortization and balloon payments applicable to mortgage
notes payable at December 31, 2001 are as follows:

PRINCIPAL BALLOON
YEAR AMORTIZATION PAYMENTS TOTAL
- ---------------- ------------- --------- -------

2002 $ 644 $ - $ 644
2003 699 - 699
2004 757 - 757
2005 823 - 823
2006 762 4,797 5,559
Thereafter 6,074 21,613 27,687
------------- --------- -------

$ 9,759 $ 26,410 36,169
============= =========
Interest Premium 1,295
-------

$37,464
=======

Based on the borrowing rates currently available to LP for notes with
similar terms and maturities, the estimated fair value of mortgage notes payable
was approximately $38,796 and $41,305 at December 31, 2001 and 2000,
respectively.

5. COMMITMENTS AND CONTINGENCIES

LP has guaranteed the bank indebtedness and senior indebtedness of the
Company.

LP is not aware of any environmental problems on the properties owned. LP
has not obtained phase one environmental surveys on those properties owned and
located in North Carolina. Although no assurance can be given that LP's
properties will not be affected adversely in the future by environmental
problems, LP presently believes that there are no environmental matters that are
reasonably likely to have a material adverse effect on LP's financial position.

6. RENTAL INCOME

Leases with tenants are accounted for as operating leases. Certain tenants
are required to pay percentage rents based on gross sales exceeding stated
amounts. LP receives reimbursements from tenants for real estate taxes, common
area maintenance and other recoverable costs. Rents from tenants are summarized
as follows:

2001 2000 1999
------- ------- -------

Minimum rental income $18,014 $16,228 $16,035
Percentage rental income 339 316 300
Other rental income 4,943 3,751 3,467
------- ------- -------

Total rental income $23,296 $20,295 $19,802
======= ======= =======

Minimum rents to be received from tenants on noncancellable operating
leases for LP's shopping center investments at December 31, 2001 are as follows:

YEAR AMOUNT
- ---------- --------

2002 $ 18,548
2003 16,603
2004 14,146
2005 11,547
2006 8,622
Thereafter 32,781
--------

$102,247
========

7. RELATED PARTY TRANSACTIONS

LP advances cash generated by the properties within LP to the Company based
on cash flow requirements. Also, in certain instances, the Company advances cash
to LP for operating requirements. As of December 31, 2001, LP had advances to
the Company of $18,149. During 2001, the Company paid LP approximately $417 in
interest from the advances, which bear interest calculated on a monthly basis,
at the three-month treasury bill rate.

8. EVENT SUBSEQUENT TO DATE OF AUDITOR'S REPORT (UNAUDITED)

On February 19, 2002, LP acquired Parkwest Crossing, a 85,602 square foot
neighborhood shopping center located in the Raleigh-Durham area of North
Carolina. LP acquired the center for approximately $6,600, including an
assumption of a $4,800, 8.1% mortgage secured by the property. The mortgage is
due and payable in ten years and the principal amortization is based on a thirty
year amortization schedule.

9. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of the unaudited quarterly financial information
for the fiscal years ended December 31, 2001 and 2000.

2001
--------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------

Revenues $ 6,033 $ 6,028 $ 6,100 $ 5,845
======== ======== ======== ========

Earnings before gains on sales of properties $ 2,659 $ 2,564 $ 2,620 $ 2,255
Gain on sales of properties - 1,108 - -
-------- -------- -------- --------

Net earnings $ 2,659 $ 3,672 $ 2,620 $ 2,255
======== ======== ======== ========

2000
--------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------

Revenues $ 5,210 $ 5,199 $ 5,119 $ 5,097
======== ======== ======== ========

Net earnings $ 2,227 $ 2,207 $ 2,009 $ 1,942
======== ======== ======== ========

SCHEDULE III

IRT PARTNERS, L.P.

REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(IN THOUSANDS, EXCEPT USEFUL LIVES)

COSTS AMOUNT ACCUMULATED USEFUL
INITIAL CAPITALIZED AT WHICH DEPRECIATION LIFE OF
ENCUM- COST TO SUBSEQUENT TO CARRIED AT AT CLOSE BUILDINGS DATE
DESCRIPTION BRANCES COMPANY ACQUISITION CLOSE OF YEAR OF YEAR (YEARS) ACQUIRED
- ---------------------------- -------- -------- --------------- -------------- --------- ---------- ----------------

Asheville Plaza
Asheville, NC
Land - 53 15 68 - 30 April, 1986
Buildings 336 2 338 178

Bay Pointe Plaza
St. Petersburg, FL
Land - 3,250 - 3,250 - 40 December, 1998
Buildings 3,138 2,040 5,178 265

Carrollwood Center
Tampa, FL
Land - 1,661 - 1,661 - 40 November, 2001
Buildings 4,999 87 5,086 10

Centre Pointe Plaza
Smithfield, NC
Land - 984 12 996 - 40 December, 1992 &
Buildings 8,003 303 8,306 1,957 December, 1993

Charlotte Square (1)
Port Charlotte, FL
Land 3,993 2,114 - 2,114 - 40 August, 1998
Buildings 3,892 364 4,256 391

Chestnut Square
Brevard, NC
Land - 296 - 296 - 40 January, 1992
Buildings 1,113 106 1,219 323

Forest Hills Centre
Wilson, NC
Land - 870 (9) 861 - 40 August, 1990
Buildings 4,121 772 4,893 1,327

Forrest Gallery
Tullahoma, TN
Land - 2,137 11 2,148 - 40 December, 1992
Buildings 9,978 821 10,799 2,689

The Galleria
Wrightsville Beach, NC
Land - 1,070 (41) 1,029 - 40 August, 1986
Buildings 6,139 1,390 7,529 2,597 & December, 1987

Lawrence Commons
Lawrenceburg, TN
Land - 816 - 816 - 40 August, 1992
Buildings 2,729 63 2,792 695

Pine Ridge Square
Coral Springs, FL
Land 7,502 2,909 - 2,909 - 40 December, 2000
Buildings 8,727 34 8,761 219

Plaza North
Hendersonville, NC
Land - 658 - 658 - 40 August, 1992
Buildings 1,796 65 1,861 448

Providence Square
Charlotte, NC
Land - 450 - 450 - 35 December, 1971
Buildings 1,896 2,422 4,318 3,545

Riverside Square (1)
Coral Springs, FL
Land 8,488 5,893 - 5,893 - 40 August, 1998
Buildings 7,131 223 7,354 672

Riverview Shopping Center
Durham, NC
Land - 400 - 400 - 35 March, 1972
Buildings 1,823 4,713 6,536 3,166

Salisbury Marketplace
Salisbury, NC
Land - 734 - 734 - 40 August, 1996
Buildings 3,878 62 3,940 543

Shelby Plaza
Shelby, NC
Land - - - - - 21 April, 1986
Buildings 937 855 1,792 1,156

Shoppes at Lago Mar
Miami, FL
Land 5,423 3,170 - 3,170 - 40 February, 1999
Buildings 6,743 17 6,760 477

Smyrna Village
Smyrna, TN
Land - 968 21 989 - 40 August, 1992
Buildings 4,744 181 4,925 1,186

Stanley Market Place
Stanley, NC
Land - 198 - 198 - 35 January, 1992
Buildings 1,603 66 1,669 442

Tamarac Town Square (1)
Tamarac, FL
Land 6,772 4,637 - 4,637 - 40 August, 1998
Buildings 6,015 979 6,994 647

Treasure Coast
Vero Beach, FL
Land 5,286 2,471 - 2,471 - 40 May, 1998
Buildings 8,622 240 8,862 804

Unigold Shopping Center
Orlando, FL
Land - 2,410 - 2,410 - 40 April, 2001
Buildings 5,627 87 5,714 96

Williamsburg at Dunwoody
Dunwoody, GA
Land - 1,638 - 1,638 - 40 March 1999
Buildings 3,964 32 3,996 286

Willowdaile Shopping Center
Durham, NC
Land - 937 (178) 759 - 40 August, 1986 &
Buildings 7,352 985 8,337 3,026 December, 1987

$ 37,464 $156,030 $ 16,740 $ 172,770 $ 27,145
======== ======== =============== ============== =========

YEAR
DESCRIPTION COMPLETED
- ---------------------------- ----------

Asheville Plaza
Asheville, NC
Land 1967
Buildings

Bay Pointe Plaza
St. Petersburg, FL
Land 1998
Buildings

Carrollwood Center
Tampa, FL
Land 1971 &
Buildings 1996

Centre Pointe Plaza
Smithfield, NC
Land 1989 &
Buildings 1993

Charlotte Square (1)
Port Charlotte, FL
Land 1998
Buildings

Chestnut Square
Brevard, NC
Land 1985
Buildings

Forest Hills Centre
Wilson, NC
Land 1990 &
Buildings 1995

Forrest Gallery
Tullahoma, TN
Land 1987
Buildings

The Galleria
Wrightsville Beach, NC
Land 1986, 1990
Buildings &1996

Lawrence Commons
Lawrenceburg, TN
Land 1987
Buildings

Pine Ridge Square
Coral Springs, FL
Land 1986
Buildings

Plaza North
Hendersonville, NC
Land 1986
Buildings

Providence Square
Charlotte, NC
Land 1973
Buildings

Riverside Square (1)
Coral Springs, FL
Land 1998
Buildings

Riverview Shopping Center
Durham, NC
Land 1973 &
Buildings 1994

Salisbury Marketplace
Salisbury, NC
Land 1987
Buildings

Shelby Plaza
Shelby, NC
Land 1972
Buildings

Shoppes at Lago Mar
Miami, FL
Land 1995
Buildings

Smyrna Village
Smyrna, TN
Land 1992
Buildings

Stanley Market Place
Stanley, NC
Land 1980 &
Buildings 1991

Tamarac Town Square (1)
Tamarac, FL
Land 1998
Buildings

Treasure Coast
Vero Beach, FL
Land 1998
Buildings

Unigold Shopping Center
Orlando, FL
Land 1987
Buildings

Williamsburg at Dunwoody
Dunwoody, GA
Land 1983
Buildings

Willowdaile Shopping Center
Durham, NC
Land 1986
Buildings

<FN>

(1) Contributed by unaffiliated limited partners.

Real estate activity is summarized as follows:

2001 2000 1999
--------- -------- ---------

RENTAL PROPERTIES:

Cost -
Balance at beginning of year $161,213 $147,123 $139,936
Acquisitions and improvements 17,510 14,090 11,113
--------- -------- ---------

178,723 161,213 151,049
Cost of properties sold (5,953) - (3,926)

Balance at end of year $172,770 $161,213 $147,123

Accumulated depreciation -
Balance at beginning of year $ 24,099 $ 20,518 $ 19,099
Depreciation 3,895 3,581 3,350
--------- -------- ---------

27,994 24,099 22,449
Accumulated depreciation related to
rental properties sold (849) - (1,931)

Balance at end of year $ 27,145 $ 24,099 $ 20,518
========= ========= =========

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

The information called for under this Part III is inapplicable to LP and
you should refer to the Form 10-K of IRT Property Company, as the sole general
partner of LP, for additional information that may be important to you.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS AND SCHEDULES

Included in Part II of this Report are the following:

Report of Independent Public Accountants

Balance Sheets at December 31, 2001 and 2000

Statements of Earnings for the Years Ended December 31, 2001, 2000 and
1999

Statements of Changes in Partners' Capital for the Years Ended
December 31, 2001, 2000 and 1999

Statements of Cash Flows for the Years Ended December 31, 2001, 2000
and 1999

Notes to Financial Statements

Schedule III - Real Estate and Accumulated Depreciation

EXHIBITS

3.1 Certificate of Limited Partnership of IRT Partners, L.P. (incorporated by
reference to Exhibit 3.1 to the Form 10-Q of IRT Partners, L.P. for the
quarter ended March 31, 2001, Commission File No. 1-7859).

3.2 Agreement of Limited Partnership of IRT Partners, L.P., and Amendment No. 1
thereto (incorporated by reference to Exhibit 99.2 to the Current Report on
Form 8-K of IRT Property Company filed on September 15, 1998, Commission
File No. 1-7859).

4.1 Supplemental Indenture No. 3, dated September 9, 1998, by and between IRT
Property Company, IRT Partners, L.P. and SunTrust Bank, Atlanta, as
Trustee, to the Indenture between the Company and the Trustee, dated
November 9, 1995 (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of IRT Property Company filed on September 15, 1998,
Commission File No. 1-7859).

4.2 Indenture, dated September 9, 1998, by and between IRT Property Company and
SunTrust Bank, Atlanta, as Trustee, relating to senior debt securities
(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
of IRT Property Company filed on September 15, 1998, Commission File No.
1-7859).

4.3 Supplemental Indenture No. 1, dated September 9, 1998, by and between IRT
Property Company, IRT Partners, L.P. and SunTrust Bank, Atlanta, as
Trustee, to the Indenture between the Company and the Trustee, dated
September 9, 1998, relating to senior debt securities (which Indenture is
referred to as Exhibit 4.2 hereto) (incorporated by reference to Exhibit
4.3 to the Current Report on Form 8-K of IRT Property Company filed on
September 15, 1998, Commission File No. 1-7859).

4.4 Indenture, dated September 9, 1998, by and between IRT Property Company and
SunTrust Bank, Atlanta, as Trustee, relating to subordinated debt
securities (incorporated by reference to Exhibit 4.4 to the Current Report
on Form 8-K of IRT Property Company filed on September 15, 1998, Commission
File No. 1-7859).

10.1 Amended and Restated Loan Agreement, dated as of September 9, 1998, by and
among the Company and NationsBank, N.A., AmSouth Bank and First Union
National Bank, as Banks, NationsBank, N.A., as the Swing Loan Lender, and
NationsBank, N.A., as the Administrative Agent for the Banks, including the
Guaranty (incorporated by reference to Exhibit 99.1 to the Current Report
on Form 8-K of IRT Property Company filed on September 15, 1998, Commission
File No. 1-7859).

12 Ratio of Earnings to Fixed Charges.

23 Consent of Arthur Andersen LLP to the incorporation of their report
included in this Form 10-K.

99.1 Confirmation of Receipt of Representations Letter from Arthur Andersen LLP.

REPORTS ON FORM 8-K

LP did not file any Current Reports on Form 8-K during the last quarter of
the period covered by this Form 10-K.

SIGNATURES

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

March 27, 2002

IRT Property Company, as general partner

By: /s/ Thomas H. McAuley
-------------------------------------
Thomas H. McAuley
President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

/s/ Thomas H. McAuley President & March 27, 2002
- ------------------------------ Chief Executive Officer
Thomas H. McAuley

/s/ James G. Levy Executive Vice-President & March 27, 2002
- ------------------------------ Chief Financial Officer
James G. Levy