FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL PROPERTIES SERVICES LIMITED PARTNERSHIP

Exhibit 10.28.1

FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
COLONIAL PROPERTIES SERVICES LIMITED PARTNERSHIP

          THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL PROPERTIES SERVICES LIMITED PARTNERSHIP (this “Amendment”) dated as of March 23, 2005, is entered into by Colonial Realty Limited Partnership, as general partner (the “General Partner”) of Colonial Properties Services Limited Partnership (the “Partnership”), for itself and on behalf of the limited partner of the Partnership (the “Limited Partner”).

          WHEREAS, the General Partner is a party to the First Amended and Restated Agreement of Limited Partnership of the Partnership entered into as of September 29, 1993 (the “Partnership Agreement”);

          WHEREAS, the General Partner, pursuant to Section 12.2 of the Partnership Agreement, desires to consent to the transfer of the 1% limited partnership interest of Colonial Properties Services Inc. (“CPSI”) in the Partnership (the “LP Interes