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<PERIOD> 12/31/00

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<TABLE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Year Ended December 31, 2000 Commission File Number 0-17717

FOUNDATION REALTY FUND, LTD.

(Exact name of Registrant as specified in its charter)

Florida 59-2802896

(State or other jurisdiction of (IRS Employer ID No.)

incorporation or organization)

1100 Abernathy Road NE, Building 500, Suite 700 Atlanta, GA 30328

(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code - (770) 551-0007

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 by Part III of this Form 10-K or any

amendment to this Form 10-K.

XX

Indicate by check mark whether the Registrant (1) has filed all reports

to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or 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

Number of share outstanding of each of Registrant's classes of securities.

DOCUMENT INCORPORATION BY REFERENCE

Part IV - Registration Statement S-11, File No. 33-13849

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

PART I

Item 1. Business

General Development of Business -

The Registrant is a Florida Limited Partnership ("Partnership") whose

General Partners are RJ Properties, Inc. ("RJP"), a wholly-owned

subsidiary of Raymond James Financial, Inc., and J. Robert Love, an

individual (collectively, the "General Partners"). The Partnership was

formed under the laws of Florida and commenced operations

on January 12, 1988.

Financial Information about Industry Segments -

The Registrant is engaged in only one industry segment, the acquisition,

management and disposition of apartment properties.

Narrative Description of Business -

The Partnership's business is to acquire, manage, and eventually sell

apartment properties which offer the potential for providing periodic,

cash distributions to Limited Partners, capital appreciation, and

preservation and protection of the Limited Partners' Capital Contributions.

The Registrant has no direct employees. The General Partners have full

and exclusive discretion in management and control of the Partnership.

Item 2. Properties

As of December 31, 2000, the Partnership owned the properties listed below:

Item 3. Legal Proceedings

The Registrant is not a party to material pending legal proceedings.

Item 4. Submission of Matters to Vote of Security Holders

No matters were submitted to a vote of security holders, through the

solicitation of proxies or otherwise during 2000.

PART II

Item 5. Market for the Registrant's Securities and Related Security

Holder Matters

(A) The Registrant's Limited Partnership interests are not publicly

traded. There is no market for the Registrant's Limited Partnership

interests and it is unlikely that any will develop.

(B) Approximate Number of Equity Security Holders:

<CAPTION>

Item 6. Selected Financial Data

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</TABLE>

** For an investor admitted in January, 1988. None of the distribution

to Limited Partners represents a return of capital.

The above selected financial data should be read in conjunction with the

financial statements related notes appearing elsewhere in this report.

This statement is not covered by the auditor's opinion included elsewhere

in this report.

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

Results of Operations

Rental income for the twelve months ended December 31, 2000 was $3,686,506

as compared to $3,621,098 and $3,545,122 for the comparable periods ended

December 31, 1999 and December 31, 1998, respectively. Income from

property operations for the twelve months ended December 31, 2000 was

$1,382,498 as compared to $1,472,740 and $1,524,062 for the comparable

periods ended December 31, 1999 and December 31, 1998. The $90,242 decrease in income from property operations in 2000 was a result of several factors; including a $35,043 increase in payroll expense at the Springfield Apartments due to the hiring of an additional office worker, a $24,237 increase in property taxes at the Oakwood Village Apartments due to an increased property tax assessment by the county the property is located within, repair and maintenance cost increases at both property locations for such items as landscaping improvement--$26,599; plumbing replacements and interior repairs due to pipe breaks at the Springfield Apartments totaling $39,913; and exterior wood replacement and roof repairs totaling $32,563. The $51,209 decrease in income from property operations in 1999 was a result of increases in operating expenses at the Springfield Apartments. Maintenance and commission payroll increased by $32,000 due to maintenance payroll increases and overtime hours worked and increased commission payouts due to increased leasing and leasing compensation arrangements. Capital and recurring replacements items increased by $25,000 and $16,000 respectively from 1998 to 1999. The capital expense increases were attributable to the Springfield Apartments and included a $9,775 increase in roofing costs and $7,320 in window replacement costs. The recurring expense increases were attributable to both properties and primarily related to increased expenses for carpet and vinyl replacement costs. The expense increases from both year comparisons were offset by the implementation of several rental rate increases which resulted in increased rental income of $65,408 in 2000 and $75,976 in 1999. In 1999, other expenses increased $17,971 or 14.3%. This increase is primarily attributed to increases of $5,000 and $4,000 in advertising expenditures at the Springfield Apartments and Oakwood Village Apartments respectively

and increases of $2,000 each at the two apartment communities for

administrative expenses.

Net income for the twelve months ended December 31, 2000 was $85,094 or

$9.05 per Limited Partnership Unit outstanding as compared to net income of

$145,734 or $15.50 per Limited Partnership Unit for the comparable period

ended December 31, 1999. The primary source of funds in 2001 will accumulate

from rental operations and investment earnings.

Cash distributions of $423,316, $352,763 and $482,109 were paid to limited partners in 2000, 1999, and 1998 respectively. The distribution of cash flow to limited partners was $129,346 lower in 1999 compared to 1998. The lower 1999 distribution is a result of the partnership setting aside $107,875 of operating funds for planned capital expenditures in 2000. The higher distribution in 2000 of $70,553 reflects the prior year set aside of $107,875 offset primarily by a $35,537 decrease in property cash flow.

Year 2000 Disclosure

The partnership's operations were not affected negatively by the advent of

the year 2000. The partnership spent between five and seven thousand dollars

towards Y2K preparations and these amounts were expensed.

Other Disclosure

At the inception of the partnership, Foundation Realty Fund, Ltd. entered

into a property management agreement with RJ Properties, Inc., a general

partner, for management of the apartment properties. On March 31, 1998, a

subsidiary and certain assets of RJ Properties, Inc. were sold to SHLP

Realty Corp. and the existing employees of RJ Properties, Inc. and its affil-

iate transferred to the buyer. To avoid loss of continuity, RJ Properties,

Inc. entered into a submanagement agreement with SHLP Realty Corp. for

management of the partnership's properties. This new agreement in no way

changes the management fee expense nor the personnel assigned to the day-to-day operations of the properties. This submanagement agreement installs SHLP Realty Corp. as the named management entity for the Partnership's properties and J. Robert Love remains President of RJ Properties, Inc. as well as individual General Partner.

Liquidity and Capital Resources

In management's opinion, working capital reserves and liquidity from property operations are sufficient to meet the short-term operating needs of the Partnership. The sole long-term commitments of the Partnership are the mortgages payable which have balloon payments due November 2004. Management plans to meet these commitments through a property sale or through approaching leaders to refinance the Partnership mortgages. We are currently in the process of marketing both properties for sale. If offers at acceptable prices are received, it is probable that we may sell one or both of the properties. Capital expenditures for any material commitments, should they occur, will be funded from two sources-working capital reserves and proceeds or cash flow earned from property operations.

Cash provided by operating activities decreased by $27,476 from 1999 to 2000. The decrease was caused by lower net income of $63,831 offset by an increase in unearned rents of $32,075. Cash provided by operating activities decreased by $60,504 from 1998 to 1999. This decrease resulted from a $41,360 lower net income in 1999 compared to 1998 and a decrease of $27,728 in the change of net payable items including trade payables, unearned rents and security deposits.

Cash used by investing activities totaled $68,870 in 2000. The $34,112 decrease from 1999 is attributable to the purchase and capitalization of exercise equipment and masonry work at the Oakwood Village Apartments and concrete and landscaping improvements at the Springfield Apartments. An increase in the cash used by investing activities in the comparison of 1998 and 1999 amounts noted the same 1999 expenditures.

Cash used by financing activities totaled $611,922 for 2000 as compared to $527,486 in 1999. The $84,436 increase is attributable to a $70,553 increase in limited partner distributions and a $13,883 increase in the principal portion of our debt service.

The monthly debt service commitments total $52,777 for Oakwood Village and $74,644 for Springfield. The debt service is adequately funded from Partnership operations. Cash used by financing activities totaled $527,486 for 1999 as compared to $643,971 for 1998. This decline was primarily caused by a reduction of $129,346 in partnership distributions from 1998 to 1999 and secondarily by the increased pay down of partnership debt principal as required in the new loan agreements entered into during 1997.

Item 8. Financial Statements and Supplementary Data

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

INDEX TO FINANCIAL STATEMENTS

All other schedules have been omitted as not required, not applicable,

or the information required to be shown therein is included in the

financial statements and related notes.

<AUDIT-REPORT>

To the Partners of Foundation Realty Fund, Ltd.

We have audited the accompanying balance sheets of Foundation Realty Fund

Ltd. (a Florida Limited Partnership) as of December 31, 2000 and 1999, and

the related statements of operations, partners' equity (deficit) and cash

flows for each of the three years in the period ended December 31, 2000.

These financial statements are the responsibility of the partnership's

management. Our responsibility is to express an opinion of these financial

statements based on our audits.

We conducted our audits in accordance with generally accepted auditing

standards. These 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 also 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 Foundation Realty Fund,

Ltd. as of December 31, 2000 and 1999 and the results of its operations and

its cash flows for each of the three years in the period ended December 31,

2000 in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic financial

Statements taken as a whole. The schedules listed under items 14,2 in the index

are presented for purposes of complying with the Securities and Exchange Commission rules

and are not part of the basic financial statements. These schedules have been subjected to the

auditing procedures applied in the audit of the basic financial statements and, in our opinion,

based on our audits, fairly state in all material respects the financial data required to

be set forth therein in relation to the basic financial statements taken as a whole.

SPENCE,MARSTON,BUNCH,MORRIS & CO.

Certified Public Accountants

Clearwater, Florida

February 19,2001

</AUDIT-REPORT>

<TABLE>

(A Florida Limited Partnership)

<CAPTION>

BALANCE SHEETS

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LIABILITIES AND PARTNERS' (DEFICIT)

</TABLE>

<TABLE>

FOUNDATION REALTY FUND, LTD.

<CAPTION> (A Florida Limited Partnership)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31

<S> <C> <C> <C>

The accompanying notes are an integral part of these financial statements.

</TABLE>

<TABLE>

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

<CAPTION>

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<S> <C> <C> <C>

</TABLE>

<TABLE>

FOUNDATION REALTY FUND, LTD.

<CAPTION>(A Florida Limited Partnership)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

</TABLE>

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

December 31, 2000

NOTE 1 - ORGANIZATION:

Foundation Realty Fund, Ltd. (the "Partnership"), a Florida Limited

Partnership, was formed April 14, 1987 under the laws of Florida.

Operations commenced on January 12, 1988. The Partnership operates two

apartment properties. The Partnership will terminate on December 31, 2020,

or sooner, in accordance with the terms of the Limited Partnership

Agreement. The Partnership has received Limited and General Partner

capital contributions of $9,407,000 and $1,000 respectively. J. Robert

Love, an individual, and RJ Properties, Inc., a wholly owned subsidiary

of Raymond James Financial, Inc. are the General Partners and manage

and control the business of the Partnership.

Operating profits and losses are allocated 95% to the Limited Partners and

5% to the General Partners. Cash from operations will be shared 95% by the

Limited Partners and 5% by the General Partners; however, distributions

to the General Partners are subordinated to certain preferred returns

to the Limited Partners. The Limited Partnership Agreement states that no cash from operations shall be distributed to the General Partners in any year until Limited Partners have received distributions in such year in an amount equal to 7% of their adjusted capital contribution. Profit and loss and cash distributions from sales of properties will be allocated as formulated in the Limited Partnership Agreement.

The Limited Partnership Agreement states that cash distributions from sales will be distributed first to the General Partners until they receive 5% of aggregate distributions of cash from operations. Cash distributions from sales will be distributed second to each Limited Partner an amount equal to their adjusted capital contribution plus an amount equal to an 8% per annum, cumulative but non-compounded return. Cash distributions from sales will be distributed third to the General Partners until they have received cumulative distributions in an amount equal to 3% of the aggregate disposition price of properties sold by the Partnership. Cash distributions from sales will be distributed fourth, the balance, if any, 85% to the Limited Partners and 15% to the General Partners.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting/Revenue Recognition

The Partnership utilizes the accrual basis of accounting whereby rental revenues and other fees are recognized when earned and expenses are recognized as obligations when incurred. The Partnership does not recognize revenue upon the collection of security deposits but sets up a liability for the amount received.

Cash and Cash Equivalents

It is the Partnership's policy to include short-term investments with an

original maturity of three months or less in cash and cash equivalents.

These short-term investments are comprised of money market funds and

repurchase agreements. Restricted cash is not included in cash and cash equivalents.

Restricted Cash

Cash and cash equivalents include $401,199 at December 31, 2000 and

$392,480 at December 31, 1999 of cash held in escrow for the payment of

real estate taxes and capital replacement items. Cash and cash equivalents

also include $102,515 at December 31, 2000 and $96,419 at December 31, 1999

of tenant security deposits held in escrow account.

Income Taxes

No provision for income taxes has been made in these financial statements,

as income taxes are a liability of the partners rather than of the

Partnership.

Concentrations of Credit Risk

Financial instruments which potentially subject the Partnership to

concentrations of credit risk consist principally of cash investments

in high credit quality financial institutions.

Depreciation

The apartment buildings are being depreciated over 35 years using the

straight-line method. Furniture and fixtures are being depreciated over

eight years using the straight-line method.

Reclassifications

Certain accounts in the prior year financial statements have been

reclassified for comparison purposes to conform with the presentation

in the current year financial statements.

Risks and Uncertainties

The preparation of financial statements in conformity with generally

accepted accounting principles requires the use of estimates that

affect certain reported amounts and disclosures. These estimates are

based on management's knowledge and experience. Accordingly, actual

results could differ from these estimates.

NOTE 3 COMPENSATION, REIMBURSEMENTS, AND ACCRUALS TO THE GENERAL

PARTNERS AND AFFILIATES:

The General Partners and affiliates are entitled to the following types

of compensation and reimbursement for costs and expenses incurred for

the Partnership for the years ended December 31:

The terms of the property management agreement call for the Corporate General Partner to receive a monthly fee of up to 5% of the monthly gross receipts from residential property operations.

Property management fees in the amount of $11,100 are due to the Corporate General Partner at December 31, 2000. Property management fees in the amount of $11,100 were due to the Corporate General Partner at December 31, 1999. There were no amounts due from related parties at December 31, 2000 or December 31, 1999.

NOTE 4 - LEASES AND APARTMENT PROPERTIES:

The Partnership owns apartment complexes leased to residents under

short-term operating leases. A summary of the apartment properties

is as follows:

NOTE 5 - TAXABLE INCOME:

The Partnership's taxable income differs from financial income primarily

due to depreciation which is recorded under the Modified Accelerated

Cost Recovery System (MACRS) and the presentation of prepaid rents.

The following is a reconciliation between net income (loss) as reported

and partnership income (loss) for tax purposes:

NOTE 6 - NOTES PAYABLE:

The notes payable at December 31, 2000 and 1999 consist of the following:

The aggregate amount of principal payments due in the years after December 31, 2000 are:

NOTE 7 - SUBSEQUENT EVENT:

On February 20, 2001, the Partnership paid distributions of $105,829 to

the Limited Partners.

NOTE 8 - COMMITMENT AND CONTINGENCIES:

Upon sale of the Partnership's properties, the General Partners are to

receive their undistributed 5% of cash from operations as a priority

distribution of the sale proceeds. Cumulative undistributed General Partner

distributions totaled $262,149 at December 31, 2000.

NOTE 9 Selected Quarterly Financial Data(Unaudited)

The significant change in each year fourth quarter net income is due to recording

the independent auditor adjustments relating to reclassifying capital replacement reserve accruals.

Item 9. Disagreements on Accounting and Financial Disclosures

Not applicable.

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or officers.

Item 11. Executive Compensation

The Partnership has no directors or officers.

Item 12. Security Ownership of Certain Beneficial Owners & Management

The Registrant is a Limited Partnership and therefore does not

have voting shares of stock. To the knowledge of the Partnership,

no person owns a record or beneficially, more than 5% of the

Partnership's outstanding units.

Item 13. Certain Relationships and Related Transactions

The General Partners and affiliates are entitled to the following

types of compensation and reimbursements for costs and expenses:

Total Incurred by the Partnership for the period ended December 31,

PART 4

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

1. 1. Financial Statements see accompanying index to financial

statements, Item 8.

2. Financial Statements Schedules Schedule III Real Estate and

Accumulated Depreciation

3. Exhibit Index

B. Reports filed on Form 8K None

C. Exhibits filed with this Report None

Schedule III Real Estate and Accumulated Depreciation for the Years Ended

December 31, 2000, 1999 and 1998

Foundation Realty Fund, Ltd.

(A Florida Limited Partnership)

Schedule III Real Estate and Accumulated Depreciation for the Years Ended

December 31, 2000, 1999 and 1998

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

SCHEDULE III Real Estate and Accumulated Depreciation

FOR THE YEARS ENDED DECEMBER 31,2000, 1999 AND 1998

SCHEDULE III

Real Estate and Accumulated Depreciation

FOR THE YEARS ENDED DECEMBER 31,2000, 1999 AND 1998

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,

the report has been signed by the following persons on behalf of the

Registrant and in the capacities and on the date indicated.

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

(Registrant)

By: RJ PROPERTIES, INC.

a General Partner

Date: March 23, 2001 By: J. Robert Love President

(Signature)

Date: March 23, 2001 By: Alan G. Lee Secretary

(Signature)

Pursuant to the requirements of Section 13 or 15(d) of the Securities

and Exchange Act of 1934, the Registrant has duly caused this report

to be signed on its behalf by the undersigned duly authorized.

FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

(Registrant)

By: RJ PROPERTIES, INC.

a General Partner

Date: March 23, 2001 By: J. Robert Love President

(Signature)

Date: March 23, 2001 By: Alan G. Lee Secretary

(Signature)