COLUMBUS REALTY TRUST, S-3D, 1997-05-29

COLUMBUS REALTY TRUST
S-3D, 1997-05-29
REAL ESTATE INVESTMENT TRUSTS

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As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COLUMBUS REALTY TRUST
(Exact name of registrant as specified in its charter)
15851 Dallas Parkway, Suite 855, Dallas, Texas 75248
(972) 387-1492
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Texas 75-2509086
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

Robert L. Shaw
Chief Executive Officer
Columbus Realty Trust
15851 Dallas Parkway, Suite 855
Dallas, Texas 75248
(972) 387-1492
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copies to:
Michelle P. Goolsby
Winstead, Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2199
(214) 745-5400
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum Proposed Maximum
Title of Shares Amount Aggregate Price Aggregate Offering Amount of
to be Registered to be Registered(1) Per Share (2) Price (2) Registration Fee (3)
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of 1,500,000 $21.25 $31,875,000 $6,905.18
Beneficial Interest, par
value $.01 per share
=================================================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus which
is a part of this Registration Statement includes all the information currently
required in a prospectus relating to the securities covered by Registration
Statement No. 33-90146 of the Registrant and such combined prospectus
constitutes Post-Effective Amendment No. 1 to, and will be used in connection
with, Registration Statement No. 33-90146.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
registration fee has been calculated based upon the average of the high and low
prices per share on the New York Stock Exchange on May 21, 1997. Of this amount,
$2,753.91 was previously paid in connection with Registration Statement No. 33-
90146.
<PAGE>

COLUMBUS REALTY TRUST
SECOND AMENDED AND RESTATED DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
1,500,000 COMMON SHARES OF BENEFICIAL INTEREST

Columbus Realty Trust (the "Company") has adopted its Dividend Reinvestment
and Share Purchase Plan (the "Plan") to provide owners of the Company's common
shares of beneficial interest, par value $0.01 per share ("Shares"), with a
convenient and economical way of investing cash distributions on the Shares and
optional cash payments in additional Shares without payment of any brokerage
commission or service charge. Shares for the Plan will be purchased directly
from the Company. No open market purchases of Shares are permitted for the
Plan. The Plan is administered by BankBoston (the "Reinvestment Agent").

Participants in the Plan may purchase additional Shares by (i) having the
cash dividends on all, or part, of their Shares automatically reinvested, (ii)
by receiving directly, as usual, their cash dividends, if, as and when declared,
on Shares registered in their names and investing in the Plan by making cash
payments of not less than $100 per payment or more than $10,000 per quarter
("optional cash payments"), or (iii) by investing both their cash dividends and
such optional cash payments. In addition, the Company has the right to limit
optional cash purchases to the greater of (i) the number of Shares held by a
Participant on a Reinvestment Date (as hereinafter defined) (prior to his or her
investment of optional cash purchases and prior to any dividend reinvestment) or
(ii) the quotient of $100 divided by the Market Price (as hereinafter defined)
on the applicable Reinvestment Date.

Shareholders may begin participating in the Plan by completing an
Authorization Card and returning it to the Reinvestment Agent. Participants may
terminate their participation at any time. Shareholders who do not wish to
participate in the Plan need not take any action and will continue to receive
their cash dividends, if, as and when declared, as usual. It is suggested that
this Prospectus be retained for future reference.

The price per Share for the additional Shares purchased from the Company
will be 95% of the average of the high and low sales prices for Shares, as
reported on the Wall Street Journal NYSE Composite for the Reinvestment Date (as
defined in the Plan). If no Shares were traded on the Reinvestment Date, the
price per Share will be 95% of the average of the high and low sales prices for
Shares, as reported on the Wall Street Journal NYSE Composite for the most
recent date immediately prior to the Reinvestment Date that the Shares were
traded.
--------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
--------------------

The date of this Prospectus is May 27, 1997
<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a Registration
Statement on Form S-3 under the Securities Act and the rules and regulations
promulgated thereunder with respect to the securities offered pursuant to this
Prospectus. This Prospectus, which is part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. For further information with respect to the
Company and the Shares, reference is made to the Registration Statement and such
exhibits and schedules. Statements contained in this Prospectus as to the
contents of any contract or other document which is filed as an exhibit to the
Registration Statement are not necessarily complete, and each such statement is
qualified in its entirety by reference to the full text of such contract or
document.

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information and the Registration Statement and exhibits and schedules thereto
filed by the Company with the Commission can be inspected and copied at the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048
and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission maintains a site on the World
Wide Web at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Such reports, proxy and information statements and other
information concerning the Company can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference herein and shall be deemed to be a part hereof:

(a) Annual Report on Form 10-K for the fiscal period ended December 31,
1996, and amendment thereto on Form 10-K/A;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
and
(c) The description of the Shares contained in the Company's Registration
Statement on Form S-11 (File No. 33-80544).

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the filing
of such documents. Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed incorporated document or in an accompanying prospectus
supplement, if any, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

Upon written or oral request of any person to whom a Prospectus is
delivered, including any beneficial owner, the Company will provide, without
charge, a copy of the documents which have been incorporated by reference (other
than exhibits unless such exhibits are specifically incorporated by reference

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<PAGE>

in any such document) in this Prospectus. Requests for such documents should be
directed to J. Michael Lewis, Senior Vice President and Treasurer, Columbus
Realty Trust, 15851 Dallas Parkway, Dallas, Texas 75248, telephone number (972)
387-1492.

THE COMPANY

GENERAL

Columbus Realty Trust (the "Company") is a self-administered and self-
managed real estate investment trust ("REIT") formed pursuant to the Texas Real
Estate Investment Trust Act, as amended (the "Texas REIT Act"). The Company
presently owns and operates (i) 28 multifamily residential properties comprising
a total of 6,067 apartment units, (ii) two industrial properties, and (iii) one
retail property (collectively, the "Properties"), all but three of which are
located in the greater Dallas, Texas metropolitan area. The residential
Properties completed at December 31, 1996 had an occupancy rate of approximately
97% as of such date. The Company also owns six parcels of land in the greater
Dallas, Texas and Jackson, Mississippi metropolitan areas which currently are
under construction and two additional properties under development and proposed
to commence construction during 1997 and 1998 (collectively, the "Development
Properties"). The Company anticipates that the Development Properties currently
under construction or in development will add approximately 1,781 apartment
units to the Company's portfolio upon completion. The Company expects that
approximately 1,203 of these additional apartment units will be completed in
1997 and the remaining 578 will be completed in 1998. After the acquisition and
completion of the Development Properties, the Company will own a total of
approximately 7,848 units in 36 residential properties.

The Company intends to develop each of the Development Properties and
additional communities targeted for development with the same quality of
construction, innovation in design and uniqueness of setting that have
distinguished prior communities developed by the Company and its predecessors.
The Company also may from time to time make acquisitions of additional income-
producing properties which further its strategies, satisfy its standards for
quality and provide potential for attractive returns on investment.

The Company's core strategy is to acquire and develop dense concentrations
of units in close proximity in targeted areas which are near major employment
centers and which have long term growth potential. The Company believes this
strategy enables it to realize operating efficiencies, offer enhanced resident
amenities, and better serve its residents, thereby providing the Company with a
competitive advantage over others who do not have concentrated unit ownership.
The Company historically has focused its development activities on the greater
Dallas, Texas metropolitan area. Recently the Company has begun or intends to
begin the construction or redevelopment of properties in Houston, Texas and
Denver, Colorado. The Company is continuing to explore the feasibility of
developments in additional targeted metropolitan areas and anticipates further
expansion into new markets in a manner consistent with its core strategy.

The Company generally targets residents who are "renters by choice," that
is, those who prefer the convenience and luxury afforded by the Company's
residential Properties to home ownership and who have income levels in excess of
that necessary to enable them to afford the

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Company's rental rates. The Company intensively manages its communities and
responds to the needs and lifestyles of its residents. Management believes that
these practices enable it to attract and retain residents. The Company utilizes
proprietary leasing software, private telephone systems, private cable
television systems, energy management systems and other management and operating
applications to generate additional revenue and achieve operating efficiencies
and cost savings.

The Common Shares are listed on the NYSE under the symbol "CLB." On March
25, 1997, the Company paid a dividend of $0.395 per Common Share for the first
quarter of 1997, to all shareholders of record on March 21, 1997. The Company
intends to continue making regular quarterly distributions to its shareholders.
Distributions depend upon a variety of factors, and there can be no assurance
that future distributions will be made.

The Company operates as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended.

The Company's principal executive office is located at 15851 Dallas
Parkway, Suite 855, Dallas, Texas 75248 and its telephone number is (972) 387-
1492.

DESCRIPTION OF THE PLAN

The following, in question and answer form, is a summary description of the
provisions of the Dividend Reinvestment and Share Purchase Plan of the Company.
This description should be read in conjunction with, and is qualified in its
entirety by, the Plan itself which is attached to this Prospectus as Appendix A.

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to
provide owners of the Company's Shares with a simple and convenient method of
reinvesting cash distributions in additional Shares and/or making optional cash
payments for additional Shares, without payment of any brokerage commission,
service charge or other expense. Shares for the Plan will be purchased directly
from the Company. No Shares will be purchased for the Plan in the open market.
The Company will receive the proceeds from the sale of Shares under the Plan and
will use such proceeds for general corporate purposes.

ADVANTAGES

2. WHAT ARE THE OPTIONS AVAILABLE TO SHAREHOLDERS? Participants in the
Plan may purchase additional Shares by (i) having the cash dividends on all, or
part, of their Shares automatically reinvested, (ii) by receiving directly, as
usual, their cash dividends, if, as and when declared, on their Shares and
investing in the Plan by making cash payments of not less than $100 per payment
or more than $10,000 per quarter, or (iii) by investing both their cash
dividends and such optional cash payments. In addition, the Company has the
right to limit optional cash purchases to the greater of (i) the number of
Shares held by a Participant on a Reinvestment Date (prior to his or her
investment of optional cash purchases and prior to any dividend reinvestment) or
(ii) the quotient of $100 divided by the Market Price on the applicable
Reinvestment Date.

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3. WHAT ARE THE ADVANTAGES OF THE PLAN? No brokerage commissions, fees
or service charges are paid by Participants in connection with purchases under
the Plan, provided, however that if shares are registered in the name of a
nominee or broker, such nominee or broker may charge a commission or fee. Full
investment of dividends is possible under the Plan because the Plan permits
fractions of shares, as well as whole shares, to be purchased and credited to
Participants' accounts. Regular statements of account provide simplified record
keeping. All Share purchases, by reinvestment of dividends or optional cash
payments, will be credited to the Participant's Noncertificated Share Account on
the records of the Company maintained by the Reinvestment Agent.

The price of Shares purchased under the Plan with either reinvested
cash dividends or optional cash payments is 95% of the average of the high and
low sales prices for such shares as reported on the Wall Street Journal NYSE
Composite for the applicable investment date.

ADMINISTRATION

4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS? The reinvestment agent
(the "Reinvestment Agent") administers the Plan for Participants, keeps records,
sends statements of account to Participants, and performs other duties relating
to the Plan. The present Reinvestment Agent is BankBoston. The Reinvestment
Agent also serves as Transfer Agent for the Shares. Should the Reinvestment
Agent resign, or be asked to resign, another agent will be asked to serve.

All communications regarding the Plan should be sent to the
Reinvestment Agent addressed as follows:

BankBoston
Dividend Reinvestment Unit
P.O. Box 1681
Mail Stop: 45-01-06
Boston, MA 02105-1681
1-800-730-6001

5. MAY I HOLD MY SHARES IN A SAFEKEEPING ACCOUNT? At the time of
enrollment in the Plan, or at any later time, Participants may use the Plan's
share safekeeping service to deposit any physical Share certificates in their
possession with the Reinvestment Agent. Shares deposited will be transferred
into the name of the Reinvestment Agent or its nominee and credited to the
Participant's account under the Plan. Thereafter, such Shares will be treated
in the same manner as Shares purchased through the Plan.

By using the Plan's share safekeeping service, participants no longer bear
the risk associated with loss, theft or destruction of stock certificates.

Participants who wish to deposit their Share certificates with the
Reinvestment Agent must mail their request and their certificates to the
Reinvestment Agent. The certificates should not be endorsed. It is recommended
that when mailing certificates to the Reinvestment Agent, the Participant should
use registered, insured mail.

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<PAGE>

PARTICIPATION

6. WHO IS ELIGIBLE TO PARTICIPATE? All holders of record of Shares are
eligible to participate in the Plan. Beneficial owners whose Shares are
registered in names other than their own (for instance, in the name of a broker,
bank nominee or other record holder) must either arrange for the broker, bank
nominee or other record holder to join in the Plan or have the Shares they wish
to enroll in the Plan transferred to their own names. The Company reserves the
right to refuse to permit a broker, bank nominee or other record holder to
participate in the Plan if the terms of such participation would, in the
Company's judgment, result in excessive cost or burden on the Company. In
addition, the Company may refuse participation in the Plan to Shareholders
residing in states whose securities laws do not exempt Shares offered pursuant
to the Plan from registration.

7. HOW DOES A SHAREHOLDER JOIN THE PLAN? In order to participate in the
Plan, an eligible Shareholder must properly complete the Authorization Card
furnished by the Company or the Reinvestment Agent and return it in the envelope
provided. An Authorization Card and postage-paid envelope are enclosed with
this Prospectus and additional cards may be obtained at any time by Shareholders
by written or oral request to the Reinvestment Agent at the foregoing address.
Telephone requests or general inquiries may also be made by calling 1-800-730-
6001.

8. WHAT DOES THE AUTHORIZATION CARD PROVIDE? The Authorization Card
provides for the purchase by Shareholders of additional Shares through the
following investment options offered under the Plan:

FULL DIVIDEND REINVESTMENT -- Reinvest cash dividends on all Shares owned
by the Participant. Optional cash payments of not less than $100 nor more
than $10,000 may also be made quarterly.

PARTIAL DIVIDEND REINVESTMENT -- Reinvest cash distributions on less than
all of the Shares owned by the Participant and continue to receive cash
dividends on the other Shares. Optional cash payments of not less than
$100 nor more than $10,000 may also be made quarterly.

OPTIONAL PAYMENTS ONLY -- Invest by making optional cash payments of not
less than $100 nor more than $10,000 per calendar quarter.

Cash dividends on Shares credited to the Participant's account under
the Plan are automatically reinvested to purchase additional Shares.

Shareholders who do not wish to participate in the Plan will receive
cash dividends, as declared, in the usual manner.

9. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN? A Shareholder who
desires the dividends on only some full Shares held by the Participant (other
than those held in Participant's Noncertificated Share Account under the Plan)
to be reinvested under the Plan may indicate such number of Shares on the
Authorization Card under the heading "Partial Dividend Reinvestment." Cash
dividends will continue to be paid on the remaining Shares.

10. WHEN MAY A SHAREHOLDER JOIN THE PLAN? If an Authorization Card is
properly completed and received by the Reinvestment Agent prior to the record
date established for the payment of a particular dividend, reinvestment of
dividends will commence with that dividend payment. Dividend payment dates are
anticipated to be in the last week of March, June, September and December each
year ("Dividend Payment Date"). The record date is normally approximately five
business days prior to the Dividend Payment Date.

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Optional cash payments received from a Participant at least three (3)
business days prior to a Dividend Payment Date (herein referred to as a
"Reinvestment Date") will be applied towards the purchase of additional Shares
as of such Reinvestment Date. No interest will be paid on funds received and
held for the purchase of Shares under the Plan.

COSTS

11. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN? No. Participants will incur no brokerage commissions, service
or other charges for purchases made under the Plan. Any costs of administration
of the Plan will be borne by the Company.

PURCHASES

12. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS? The number of
Shares to be purchased will be determined by the amount of the Participant's
dividends and/or optional cash payments being reinvested or paid and the price
of the Shares. Each Participant's account in the Plan will be credited with the
number of Shares, including fractional Shares computed to four (4) decimal
places, equal to the amount of the dividends and/or optional cash to be
reinvested or paid divided by the applicable purchase price of the Shares. The
Company has the right to limit optional cash purchases to the greater of (i) the
number of Shares held by a Participant on a Reinvestment Date (prior to his or
her investment of optional cash purchases and prior to any dividend
reinvestment) or (ii) the quotient of $100 divided by the Market Price on the
applicable Reinvestment Date.

13. HOW WILL THE PURCHASE PRICE OF SHARES BE DETERMINED? Shares for the
Plan will be purchased from the Company. No Shares will be purchased for the
Plan in the open market. The price per Share for all Shares purchased for the
Plan will be 95% of the average of the high and low sales prices of the Shares
(the "Market Price") as reported on the Wall Street Journal NYSE Composite for
the Reinvestment Date. If no Shares were traded on the Reinvestment Date, the
Market Price will be 95% of the average of the high and low sales prices of the
Shares as reported on the Wall Street Journal NYSE Composite for the most recent
date immediately prior to the Reinvestment Date that the Shares were traded.

14. WHEN WILL DIVIDENDS AND/OR OPTIONAL CASH PAYMENTS BE INVESTED?
Dividends will be invested in additional Shares and credited to a Participant's
Noncertificated Share Account with respect to each Dividend Payment Date (as
defined in Question 10). Optional cash payments will be invested in additional
Shares and credited to a Participant's Noncertificated Share Account with
respect to each Dividend Payment Date.

15. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED UNDER
THE PLAN? Although the Company reserves the right at any time to issue
certificates for any number of Shares in a Participant's Noncertificated Share
Account, certificates for Shares will not be issued except as described in
Question 18. Shares purchased under the Plan will be credited to a
Participant's Noncertificated Share Account and will be shown on a Participant's
statement of account. Certificates for the Shares purchased pursuant to the Plan
will be issued to Participants upon their written request, except that no
certificates will be issued for fractional Shares. A Participant requesting a
certificate for all the Shares in Participant's Noncertificated Share Account
will receive cash for the fractional Shares only if participation in the Plan is
terminated. (See Question 18 for how a Participant may obtain certificates.)
Cash dividends on all Shares held in the Participant's Noncertificated Share
Account under the Plan will be automatically reinvested to purchase additional
Shares which will be reflected in the Participant's Noncertificated Share
Account.

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OPTIONAL CASH PAYMENTS

16. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS? Owners of the
Company's Shares who have executed an Authorization Card are eligible to make
optional cash payments of not less than $100 nor more than $10,000 per quarter.
Checks or money orders should be payable to Columbus Realty Trust and mailed to
Columbus Realty Trust, c/o BankBoston at the address set forth above. Payments
delivered to any other address will not constitute valid delivery. In addition,
the Company has the right to limit optional cash purchases to the greater of (i)
the number of Shares held by a Participant on a Reinvestment Date (prior to his
or her investment of optional cash purchases and prior to any dividend
reinvestment) or (ii) the quotient of $100 divided by the Market Price on the
applicable Reinvestment Date.

REPORT TO PARTICIPANTS

17. WHAT TYPE OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Participants will receive a quarterly statement indicating the total dividend
payment, the amount of the dividend payment reinvested, the purchase price per
Share, the number of Shares purchased and the number of Shares in the
Participant's Noncertificated Share Account. These statements are a record of
the cost of purchases under the Plan and should be retained for tax purposes.
In addition, each Participant will receive copies of the Company's annual and
quarterly reports to Shareholders, proxy statements and income tax information
for reporting dividends. Beneficial owners whose Shares are registered in names
other than their own (for instance, in the name of a broker, bank nominee or
other record holder) must arrange to obtain their copies of such reports from
the record holder.

ISSUANCE OF CERTIFICATES

18. HOW MAY A PARTICIPANT OBTAIN CERTIFICATES FOR SHARES PURCHASED UNDER
THE PLAN? A Participant who has purchased Shares under the Plan may obtain
certificates for those Shares in the Participant's Noncertificated Share Account
at any time. No certificates will be issued for fractional Shares, but a
Participant requesting termination of participation in the Plan will receive, in
cash, the market price of any fractional Shares as well as certificates for all
whole Shares held for such terminating participant in the Noncertificated Share
Account. This request should be made by mailing the tear off portion of the
account statement to Columbus Realty Trust, c/o BankBoston at the address
reflected above. The Company, however, reserves the right at any time to issue
certificates to Participants for any Shares in their Noncertificated Share
Accounts. (See Questions 19 and 21 for information on termination of
participation.)

MODIFICATION OR TERMINATION BY A PARTICIPANT

19. HOW DOES A PARTICIPANT CHANGE OR TERMINATE PARTICIPATION IN THE PLAN?
A Participant may change participation from partial to total dividend
reinvestment, from total to partial dividend reinvestment, or may simply change
the number of Shares which are enrolled in the Plan by executing and delivering
a new Authorization Card to BankBoston at the address reflected above.

A Participant may terminate participation in the Plan by notifying the
Reinvestment Agent in writing to that effect. Notices will be effective only
upon receipt by the Reinvestment Agent. Notices to change or discontinue
dividend reinvestment received by the Reinvestment Agent prior to any record
date for a dividend payment will be effective as of that date. In order to re-
enter the Plan after termination, a Shareholder must complete a new
Authorization Card.

20. CAN THE SHARES HELD IN THE PLAN BE SOLD THROUGH THE REINVESTMENT
AGENT? A Participant can instruct the Reinvestment Agent to sell any or all of
the whole Shares held in the Plan. The written

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notification to the Reinvestment Agent should include the number of Shares that
are to be sold. The Reinvestment Agent will make the sale as soon as
practicable after receipt of a Participant's request through independent
securities brokers selected by the Company or the Reinvestment Agent in its sole
discretion. A check for the proceeds of such sale, less brokerage commission
and transfer taxes (if any) will usually be sent by the Reinvestment Agent after
the settlement date, which will be three business days from the date of sale.
No Participant shall have the authority or power to direct the date or sales
price at which Shares may be sold. Any such request that does not clearly
indicate the number of Shares to be sold will be returned to the Participant
with no action taken. A withdrawal/termination form is provided on the reverse
side of the account statement for this purpose. This notice should be addressed
to BankBoston at the address reflected above.

21. WHAT HAPPENS TO THE SHARES HELD IN THE NONCERTIFICATED SHARE ACCOUNT
WHEN A PARTICIPANT TERMINATES PARTICIPATION IN THE PLAN? A certificate for the
Shares held in the account will be issued to the Participant upon the
Participant's written request or upon a Participant's termination of
participation in the Plan. No fractional Shares will be issued. (See Question 15
for information on Share certificates and Question 18 for information on the
cash payment for fractional shares in the account.)

OTHER INFORMATION

22. WHAT HAPPENS IF THE COMPANY ISSUES A SHARE DIVIDEND OR DECLARES A
SHARE SPLIT? Any Shares issued in a share dividend or share split in respect of
a Participant's Shares which are credited to a Participant's Noncertificated
Share Account under the Plan will be added to the Participant's Noncertificated
Share Account.

23. HOW WILL SHARES IN A PARTICIPANT'S NONCERTIFICATED SHARE ACCOUNT BE
VOTED AT A MEETING OF SHAREHOLDERS? All of a Participant's Shares, both
Certificated and Noncertificated, may be voted by the Participant. For any
meeting of Shareholders, the Participant will be sent proxy material for that
meeting covering all of the Shares that the Participant owns on the record date
for the meeting. The Participant may vote all of Participant's Shares (including
fractional shares) in person or by proxy.

24. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN? Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the purchase of Shares under the Plan will generally
result in the following federal income tax consequences:

(a) A dividend on the Shares will be treated for federal income tax
purposes as a dividend distribution received by the Participant
notwithstanding that it is used to purchase additional Shares pursuant
to the Plan. The full amount of cash dividends reinvested under the
Plan, plus the 5% purchase discount (i.e. the average of the high and
low prices for the Shares, as reported on the Wall Street Journal NYSE
Composite for the Reinvestment Date), represents dividend
distributions to Participants. As in the case of cash dividend
distributions, the full amount will be taxable income to the extent of
the Company's current and accumulated earnings and profits, and the
excess will be a return of capital which reduces the basis of the
Participant's shares of stock in the Company or results in gain to the
extent it exceeds such stock basis.

(b) Dividends paid to corporate shareholders, including amounts taxable as
dividends to corporate Participants under (a) above, will not be
eligible for the corporate dividends-received deduction under the
Code.

-9-
<PAGE>

(c) A Participant's tax basis in additional Shares acquired under the Plan
will be equal to the full amount treated as a dividend distribution
for federal income tax purposes (i.e. the average of the high and low
prices for the Shares, as reported on the Wall Street Journal NYSE
Composite for the Reinvestment Date). The Participant's holding
period for such Shares will commence on the day after the investment
date.

(d) A Participant will not realize any taxable income upon the receipt of
a certificate for full shares credited to the Participant's account.
A Participant will recognize gain or loss when a fractional share
interest is liquidated or when the Participant sells or exchanges
shares received from the Plan. Such gain or loss will equal the
difference between the amount which the Participant receives for such
fractional share interest or such shares and the tax basis therefor.

In the case of Participants whose dividends are subject to withholding
of federal income tax, dividends will be reinvested less the amount of tax
required to be withheld.

The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan. Participants
should consult their own tax advisors regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.

25. WHAT PROVISION IS MADE FOR FOREIGN PARTICIPANTS SUBJECT TO INCOME TAX
WITHHOLDING OR OTHER PARTICIPANTS SUBJECT TO BACK-UP WITHHOLDING? In the case
of both foreign participants who elect to have their dividends reinvested and
whose dividends are subject to United States income tax withholding and other
Participants who elect to have the dividends reinvested and who are subject to
"backup" withholding under Section 3406(a)(1) of the Code, the Reinvestment
Agent will invest in Shares in an amount equal to the dividends of such
Participants less the amount of tax required to be withheld. The quarterly
statements confirming purchases made to such Participants will indicate the net
payment reinvested.

Under Section 3406(a)(1) of the Code, the Company is currently
required to withhold for United States income tax purposes 31% of all dividend
payments to a Shareholder if (i) such Shareholder has failed to furnish to the
Company his taxpayer identification number ("TIN"), which for an individual is
his social security number, (ii) the Internal Revenue Service (the "Service")
has notified the Company that the TIN furnished by the Shareholder is incorrect,
(iii) the Service notifies the Company that back-up withholding should be
commenced because the Shareholder has failed to properly report dividends or
(iv) the Shareholder has failed to certify, under penalties of perjury, that he
is not subject to back-up withholding. Shareholders have previously been
requested by the Company or their broker to submit all information and
certifications required in order to exempt them from back-up withholding if such
exemption is available to them.

Optional cash payments received from foreign participants must be in
United States dollars and will be invested in the same way as payments from
other Participants.

26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN BY AN IRA, KEOGH PLAN, 401(K) PLAN, SIMPLIFIED PENSION ACCOUNT OR ANY
CORPORATE EMPLOYER-SPONSORED RETIREMENT PLAN? The tax consequences of
participation in the Plan by retirement plans differ from those outlined above
for individuals. Since the law and regulations regarding the federal income tax
consequences of retirement plan participation are complex and subject to change,
those considering such participation should consult with their own retirement
plan trustees, custodians or tax advisors for specific information.

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<PAGE>

27. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN? Neither the
Company nor the Reinvestment Agent will be liable for any act done in good faith
or for any good faith omission to act, including, without limitation, any claim
of liability arising out of failure to terminate participation in the Plan upon
a Participant's death. In addition, no shareholder, Trust Manager, officer,
employee, representative or agent of the Company shall be personally liable for
the satisfaction of the Company's obligations under the Plan and a Participant
shall look solely to the assets of the Company for satisfaction of any claims
thereunder.

Participants should recognize that neither the Company nor the
Reinvestment Agent can provide any assurance of a profit or protection against
loss on any Shares purchased under the Plan.

28. MAY THE PLAN BE CHANGED OR DISCONTINUED? While the Company hopes to
continue the Plan indefinitely, the Company reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to make
modifications to the Plan and in particular reserves the right to refuse
optional cash payments from any Shareholder who, in the sole discretion of the
Company, is attempting to circumvent the interest of the Plan by making
excessive optional cash payments through multiple Shareholder accounts.
Participants will be notified of any suspension, termination or modification.
The Company may also suspend, terminate or refuse participation in the Plan to
any investor in the Company if participation or any increase in the number of
Shares held by such investor would, in the opinion of the Board of Trust
Managers, jeopardize the status of the Company as a REIT.

29. WHO ANSWERS A PARTICIPANT'S QUESTIONS OR SUPPLIES INFORMATION? Any
inquiries or correspondence about the Plan should be addressed as follows:
Reinvestment Agent, BankBoston, at the address reflected above. Telephone
inquiries to the Reinvestment Agent should be made to 1-800-730-6001.

USE OF PROCEEDS

The net proceeds from the sale, from time to time, of the Shares by the
Company under the Plan will be used by the Company for general corporate
purposes, which may include the acquisition and development of multifamily
properties as suitable opportunities arise, the improvement of certain
properties in the Company's portfolio and the repayment of certain then-
outstanding indebtedness. Pending such uses, net proceeds may be invested
temporarily in short-term or intermediate-term government securities,
obligations of the Government National Mortgage Association, bankers'
acceptances, certificates of deposit of commercial banks and savings and loan
associations which are members of the Federal Deposit Insurance Corporation,
deposits in members of the Federal Home Loan Bank System, time deposits,
commercial paper, other money market instruments, bonds, notes, common and
preferred stock and any other investments, consistent with the Company's
investment policies and qualification as a REIT.

The purpose of the Plan is to provide owners of the Company's Shares with a
simple and convenient method of reinvesting cash distributions in additional
Shares and/or making optional cash payments for additional Shares, without
payment of any brokerage commission, service charge or other expense. Shares
for the Plan will be purchased directly from the Company. Such Shares will be
treasury shares and/or previously unissued shares and will provide the Company
with funds for general corporate purposes. No Shares will be purchased for the
Plan in the open market.

LEGAL MATTERS

The legality of the securities offered hereby and certain tax matters will
be passed upon for the Company by Winstead Sechrest & Minick P.C., Dallas,
Texas.

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<PAGE>

EXPERTS

The consolidated financial statements and schedule of Columbus Realty Trust
included in Columbus Realty Trust's Annual Report on Form 10-K, as amended, for
the year ended December 31, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

Such consolidated financial statements and schedules referred to above are,
and audited financial statements and schedules to be included in subsequently
filed documents will be, incorporated herein by reference in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements and
schedules (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.

INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS

Pursuant to the Texas Real Estate Investment Trust Act (the "Texas REIT
Act") and the Declaration of Trust, no Trust Manager shall be liable for any
act, omission, loss, damage or expense arising from the performance of his or
her duty to a REIT, except for such Trust Manager's own willful misfeasance,
willful malfeasance or gross negligence. In addition, pursuant to the Texas REIT
Act, a Trust Manager shall not be liable for any claims or damages that may
result from his or her acts in the discharge of any duty imposed or power
conferred upon him by the REIT, if, in the exercise of ordinary care, such Trust
Manager acted in good faith and in reliance upon information, opinions, reports
or statements, including financial statements and other financial data,
concerning the REIT or another person, that were prepared or presented by (i)
officers or employees of the REIT, (ii) legal counsel, public accountants,
investment bankers or other persons as to matters such Trust Manager reasonably
believes are within the person's professional or expert competence, or (iii) a
committee of the Trust Managers of which such Trust Manager is not a member.

The Declaration of Trust and Bylaws provide that the Company shall
indemnify every Indemnitee (as defined below) against all judgments, penalties,
fines, amounts paid in settlement and reasonable expenses actually incurred by
the Indemnitee in connection with any Proceeding (as defined in the Declaration
of Trust and Bylaws) in which such Indemnitee was, is or is threatened to be
named defendant or respondent or called as a witness, by reason of serving or
having served in various capacities for the Company if it is determined that the
Indemnitee conducted himself in good faith, reasonably believed that his
conduct was in the Company's best interests (or, in certain cases, not opposed
to the Company's best interests) and, in the case of any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful. For purposes
of the Declaration of Trust and Bylaws, "Indemnitee" shall mean (i) any present
or former Trust Manager or officer of the Company, (ii) any person who while
serving in any of such capacities served at the Company's request as a trust
manager, director, officer, partner, venturer, proprietor, Trust Manager,
employee, agent or similar functionary of another REIT or other enterprise, and
(iii) any person nominated or designated by the Board of Trust Managers or any
committee thereof to serve in any of the capacities referred to in the preceding
clauses (i) or (ii).

In addition to the foregoing, pursuant to the indemnification agreements
entered into between the Company and each of its Trust Managers and executive
officers, the Company has agreed to indemnify such Trust Managers and executive
officers to the fullest extent permitted by Texas law.

-12-
<PAGE>

Managers of the Company from any claim arising out of an alleged wrongful act by
the Trust Managers and officers of the Company in their respective capacities as
Trust Managers and officers of the Company, and (ii) the Company, to the extent
that the Company has indemnified the Trust Managers and officers for such loss.

The Underwriting Agreements between the Company and Prudential Securities
Incorporated, as representative of the underwriters of the Company's previous
public offerings, provide for indemnification by the several underwriters named
therein of the Company, its Trust Managers and executive officers and other
persons for certain liabilities, including liabilities arising under the Act.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

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<PAGE>

APPENDIX A

COLUMBUS REALTY TRUST
SECOND AMENDED AND RESTATED DIVIDEND REINVESTMENT
AND SHARE PURCHASE PLAN

1. DEFINITIONS

The following terms when used herein shall have the following definitions:

"AUTHORIZATION CARD" shall mean such authorization form as the Company or
the Reinvestment Agent may from time to time or upon request furnish
Shareholders and which shall be returned to the Reinvestment Agent to indicate
their election to participate in specified portions of the Plan.

"CERTIFICATED SHARES" shall mean Shares which are evidenced by physical
certificates.

"MARKET PRICE" as of any day shall mean the average of the high and low
sales price of the Shares as reported on the Wall Street Journal NYSE Composite
for any given day.

"NONCERTIFICATED SHARES" shall mean Shares which are held in book entry
form for which no physical certificates are issued.

"NYSE" shall mean the New York Stock Exchange, Inc.

"PARTICIPANT" shall mean any Company Shareholder who has returned a
properly completed Authorization Card to the Company or the Reinvestment Agent
indicating election to participate in any portion of the Plan and who has been
enrolled in that portion of the Plan by the Company.

"PLAN" shall mean this Dividend Reinvestment and Share Purchase Plan.

"REINVESTMENT AGENT" or "AGENT" shall mean any bank or trust company as
from time to time may be appointed by the Company as agent to administer the
Plan. The Reinvestment Agent is, as of the date hereof, BankBoston and
thereafter shall be the Company or any successor institution appointed by the
Company in substitution therefor.

"REINVESTMENT DATE" FOR SHARES shall mean each date on which a dividend is
paid on the Shares, which the Company anticipates to be in March, June,
September and December each year, or if that day is a Saturday, Sunday, or legal
holiday, the next business day.

"SHAREHOLDER" shall mean any holder of Shares.

"SHARES" shall mean the common shares of beneficial interest, par value
$.01 per share, of Columbus Realty Trust.

A-1
<PAGE>

2. PURPOSE

The purpose of this Plan is to enable Company Shareholders to have all or
part of their Share dividends automatically reinvested in additional Shares. In
addition, Shareholders may acquire additional Shares by making optional cash
payments of not less than $100 nor more than $10,000 per quarter whether or not
they elect to reinvest their dividends, as the case may be. In addition, the
Company has the right to limit optional cash purchases to the greater of (i) the
number of Shares held by a Participant on a Reinvestment Date (prior to his or
her investment of optional cash purchases and prior to any dividend
reinvestment) or (ii) the quotient of $100 divided by the Market Price on the
applicable Reinvestment Date.

3. ELIGIBILITY FOR PARTICIPATION

All Shareholders of record are automatically eligible to participate in the
Plan and may do so by completing and returning to the Reinvestment Agent the
Authorization Card furnished to them by the Company or the Reinvestment Agent.
Beneficial owners of Shares which are registered in names other than their own
(e.g., in the name of a broker, bank nominee or other record holder) who want to
participate, must either make appropriate arrangements to have their broker,
bank nominee or other record holder participate in the Plan, or have their
Shares transferred into their own names. The Company reserves the right to
refuse to permit a broker, bank nominee or other record holder to participate in
the Plan if the terms of such participation would, in the Company's judgment,
result in excessive cost or burden on the Company.

4. ADMINISTRATION OF THE PLAN

The Company alone, or in conjunction with the Reinvestment Agent, shall
administer the Plan and the Company shall pay all costs of such administration.
The Company or the Reinvestment Agent will maintain records and perform such
other duties as may be required. In addition, the Company or the Reinvestment
Agent will send each Participant (a) after each dividend reinvestment, a
statement, which will indicate the amount of the dividend, the purchase price
per Share, the number of Shares purchased and the total number of
Noncertificated Shares owned by the Participant; (b) upon investment of optional
cash payments, a statement indicating purchase price, number of Shares
purchased, and the total number of Noncertificated Shares owned by the
Participant; and (c) annual and quarterly reports to Shareholders, proxy
statements and income tax information for reporting dividends earned. Shares
purchased by a Participant through reinvested dividends or optional cash
payments will be credited to the Participant's Noncertificated Share Account.
Upon request of a Participant, the Company or the Reinvestment Agent will
furnish certificates for Shares in the Participant's Noncertificated Share
Account. No certificates will be issued for fractional Shares, but the Market
Price thereof will be paid in cash to a Shareholder requesting termination of
participation in the Plan. The Company or the Reinvestment Agent will have the
responsibility for furnishing certificates for Shares upon request or
termination of participation by the Shareholder.

A-2
<PAGE>

5. REINVESTMENT OF DIVIDEND PAYMENTS

Shareholders may elect to have dividends on all or part of their Shares
automatically reinvested by completing the Authorization Card to that effect and
returning it to the Company or the Reinvestment Agent. Reinvestment of
dividends shall commence with dividends paid on the next Reinvestment Date
following receipt of the Authorization Card provided it is received prior to the
record date for the distribution. Should an Authorization Card be received by
the Reinvestment Agent on or after the record date, reinvestment will commence
with the following dividend payment. The purchase price per Share for Shares
purchased for the Plan with reinvested dividends (or optional cash payments)
shall be 95% of the Market Price on the applicable Reinvestment Date (if no such
transactions are reported on such date, then on the next preceding date when
such Shares have been sold). Cash dividends on Shares credited to the
Participant's account will be automatically reinvested to purchase additional
Shares.

6. OPTIONAL CASH PAYMENTS

Optional cash payments will be invested in additional Shares and credited
to a Participant's Noncertificated Share Account on each Reinvestment Date.
Optional cash payments received by the Reinvestment Agent at least three (3)
business days prior to an applicable Reinvestment Date will be invested on the
applicable Reinvestment Date. No interest will be paid on funds received and
held for the purchase of Shares under the Plan. No Participant's optional cash
payments may be less than $100 nor more than $10,000 in the aggregate per
quarter. In addition, the Company has the right to limit optional cash
purchases to the greater of (i) the number of Shares held by a Participant on a
Reinvestment Date (prior to his or her investment of optional cash purchases and
prior to any dividend reinvestment) or (ii) the quotient of $100 divided by the
Market Price on the applicable Reinvestment Date. The purchase price per Share
for Shares purchased for the Plan with optional cash payments (or with
reinvested dividends) shall be 95% of the Market Price on the applicable
Reinvestment Date.

7. CALCULATION OF SHARES PURCHASED

The number of Shares purchased, including fractional Shares rounded to four
(4) decimal places, shall be determined by dividing the amount of the dividends
reinvested and/or optional cash payments made by 95% of the Market Price.

8. MODIFICATION OR TERMINATION OF PARTICIPATION

Participants may modify their participation in the Plan by notifying the
Reinvestment Agent in writing that they wish to reinvest dividends on an
increased or decreased number of Shares specified in such notice. Participants
may terminate participation in the Plan any time by notifying the Reinvestment
Agent in writing to that effect. Any notice is effective only upon receipt. If
such notice is received by the Reinvestment Agent prior to any dividend record
date, the Company will modify or terminate the reinvestment of the Participant's
dividends under the Plan as of that Reinvestment Date. In order to re-enter the
Plan after termination, the Shareholder must complete a new Authorization Card.

A-3
<PAGE>

9. SALE OF PLAN SHARES

A Participant can instruct the Reinvestment Agent to sell any or all of the
whole Shares held in the Plan. The written notification to the Reinvestment
Agent should include the number of Shares that are to be sold. The Reinvestment
Agent will make the sale as soon as practicable after receipt of a Participant's
request and a check for the proceeds less brokerage commission and transfer
taxes (if any) will usually be sent by the Reinvestment Agent after the
settlement date, which will be three business days from the date of sale. No
Participant shall have the authority or power to direct the date or sales price
at which Shares may be sold. Any such request that does not clearly indicate
the number of Shares to be sold will be returned to the Participant with no
action taken. A withdrawal/termination form is provided on the reverse side of
the account statement for this purpose. This notice should be addressed to
BankBoston, Dividend Reinvestment Unit, P.O. Box 1681, Mail Stop: 45-01-06,
Boston, MA 02105-1681.

10. CERTIFICATES FOR PURCHASED SHARES

A Participant who wishes to obtain certificates for those Shares that he
has purchased under the Plan may do so by notifying the Reinvestment Agent in
writing to that effect. No certificate will be issued for fractional Shares,
but the Market Price of any fractional Shares will be paid in cash to the
Participant requesting a certificate for all his Noncertificated Shares.

11. SHARE SPLITS OR SHARE DIVIDENDS

Shares issued in a share dividend or share split in respect of a
Participant's Shares which are credited to a Participant's account under the
Plan will be added to a Participant's Noncertificated Share Account.

12. VOTING

All Shares credited to a Participant's Noncertificated Share Account under
the Plan may be voted by the Participant. If on the record date for a meeting of
Shareholders there are Shares credited to the Noncertificated Share Account of a
Participant, that Participant will be sent the proxy material for the meeting
and a proxy covering all of the Participant's Shares, including Shares credited
to the Participant's Noncertificated Share Account. If the Participant returns
an executed proxy, it will be voted with respect to all of Participant's Shares
(including any fractional Shares), or the Participant may vote all of the Shares
(including any fractional Shares) in person at the meeting.

13. LIABILITY

Neither the Company, nor its duly appointed Reinvestment Agent (if any), in
administering the Plan, shall be liable for any act or failure to act taken in
good faith, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's participation in the Plan upon the
Participant's death. In addition, no Shareholder, Trust Manager, officer,
employee, representative or agent of the Company shall be personally liable for
the satisfaction of the

A-4
<PAGE>

Company's obligations under this Plan and a Participant shall look solely to the
assets of the Company for satisfaction of any claims hereunder.

14. TERMINATION, SUSPENSION OR MODIFICATION

The Company reserves the right to modify, suspend or terminate the Plan at
any time and from time to time, and in particular, reserves the right to refuse
optional cash payments from any Shareholder who, in the sole discretion of the
Company, is attempting to circumvent the interest of the Plan by making
excessive optional cash payments through multiple Shareholder accounts. The
Company may also suspend, terminate or refuse participation in the Plan to any
Shareholder if participation or any increase in the number of Shares held by
such Shareholder would, in the opinion of the Board of Trust Managers,
jeopardize the status of the Company as REIT.

15. COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS

The Company's obligation to offer, issue or sell its newly issued Shares
hereunder shall be subject to the Company's obtaining any necessary approval,
authorization and consent from any regulatory authorities having jurisdiction
over the issuance and sale of the Shares. The Company may elect not to offer or
sell its Shares hereunder to Shareholders residing in any jurisdiction where, in
the sole discretion of the Company, the burden or expense of compliance with
applicable blue sky or securities laws make that offer or sale impracticable or
inadvisable.

16. PARTICIPANTS SUBJECT TO BACK-UP WITHHOLDING

In the case of both foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding and other Participants who elect to have their dividends reinvested
and who are subject to "backup" withholding under Section 3406(a)(1) of the
Code, the Reinvestment Agent shall invest in Shares in an amount equal to the
dividends of such Participants less the amount of tax required to be withheld.

Dated: April 7, 1997

A-5
<PAGE>

==============================================
No dealer, salesperson or other individual
has been authorized to give any information or
make any representations not contained in this
Prospectus in connection with the offering
covered by this Prospectus. If given or made,
such information or representation must not be
relied upon as having been authorized by the
Company. This Prospectus does not
constitute an offer to sell, or a solicitation
to buy, the Common Shares in any jurisdiction
where, or to any person to whom, it is
unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor
nor sale made hereunder shall, under any
circumstances, create an implication that
there has not been any change in the facts
set forthe in this Prospectus or in the
affairs of the Company since the date hereof.

-----------------

TABLE OF CONTENTS

Available Information...................... 2
Incorporation of Certain Documents
by Reference............................. 2
The Company................................ 3
Description of the Plan.................... 4
Use of Proceeds............................ 11
Legal Matters.............................. 11
Experts.................................... 12
Indemnification of
Trust Managers and Officers.............. 12
Second Amended and Restated Dividend
Reinvestment and Share Purchase Plan.....A-1
==============================================

==============================================

1,500,000 SHARES

COLUMBUS REALTY
TRUST

Common Shares of
Beneficial Interest
Offered by Columbus Realty Trust
to its Shareholders
Solely in Connection with its
Amended and Restated
Dividend Reinvestment
and Share Purchase Plan

- - ----------------------------------------------
PROSPECTUS
- - ----------------------------------------------

May 27, 1997

==============================================
<PAGE>

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC registration fee................................ $ 6,905.18
Accounting fees and expenses........................ 2,500.00
Legal fees and expenses............................. 25,000.00
Blue Sky fees and expenses.......................... 5,000.00
Miscellaneous....................................... 10,000.00
----------
Total............................................ $49,405.18
==========

All of the above items except the registration fees are estimates.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1
<PAGE>

The Company has obtained directors' and officers' liability insurance
coverage in the aggregate amount of approximately $5.0 million. Directors' and
officers' insurance insures (i) the officers and Trust Managers of the Company
from any claim arising out of an alleged wrongful act by the Trust Managers and
officers of the Company in their respective capacities as Trust Managers and
officers of the Company, and (ii) the Company, to the extent that the Company
has indemnified the Trust Managers and officers for such loss.

It is the position of the Securities and Exchange Commission that
indemnification of directors and officers for liabilities arising under the
Securities Act of 1933 is against public policy and is unenforceable pursuant to
such Act.

ITEM 16. EXHIBITS.

Exhibit
Number Description
------- -----------
4.1 Specimen certificate for common shares of beneficial
interest. (Incorporated by reference to Amendment No. 3 to
the Registrant's Registration Statement on Form S-11
(Registration No. 33-70218)).
5.1 Opinion of Winstead Sechrest & Minick P.C. as to legality
of securities.
8.1 Opinion of Winstead Sechrest & Minick P.C. as to certain
tax matters.
10.1 Second Amended and Restated Dividend Reinvestment and Share
Purchase Plan. Attached hereto and made a part hereof.
23.1 Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 5.1).
23.2 Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 8.1).
23.3 Consent of Ernst & Young LLP.
24.1 Power of Attorney (See page II-4 of this Registration
Statement).

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration

II-2
<PAGE>

Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
Registration Statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by mean of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on May 27, 1997.

COLUMBUS REALTY TRUST

/s/ Robert L. Shaw
---------------------------------------
Robert L. Shaw, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned trust managers
and officers of Columbus Realty Trust, a Texas real estate investment trust,
which is filing a Registration Statement on Form S-3 with the Securities and
Exchange Commission, Washington, D.C. 20549, under the provisions of the
Securities Act of 1933, as amended, hereby constitutes and appoints Robert L.
Shaw and Will Cureton, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any or all amendments and post-effective amendments to the
Registration Statement, and all other documents in connection therewith, to be
filed with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Name Title Date
- - ---- ----- ----

/s/ Richard L. Bloch Chairman of the Board and May 27, 1997
- - ----------------------- Trust Manager
Richard L. Bloch

/s/ Robert L. Shaw Chief Executive Officer May 27, 1997
- - ----------------------- and Trust Manager
Robert L. Shaw (Principal Executive Officer)

II-4
<PAGE>

Name Title Date
- - ---- ----- ----

/s/ Will Cureton Chief Operating Officer and May 27, 1997
- - ----------------------- Trust Manager
Will Cureton

/s/ Richard R. Reupke Chief Financial Officer May 27, 1997
- - ----------------------- (Principal Financial and
Richard R. Reupke Accounting Officer)

/s/ Roger T. Staubach Trust Manager May 27, 1997
- - -----------------------
Roger T. Staubach

/s/ James C. Leslie Trust Manager May 27, 1997
- - -----------------------
James C. Leslie

/s/ Hugh G. Robinson Trust Manager May 27, 1997
- - -----------------------
Hugh G. Robinson

/s/ Gregg L. Engles Trust Manager May 27, 1997
- - -----------------------
Gregg L. Engles

/s/ Amy DiGeso Trust Manager May 27, 1997
- - -----------------------
Amy DiGeso

II-5
<PAGE>

EXHIBIT INDEX

Sequentially
Exhibit Numbered
Number Description Page
- - ------- ----------- ------------

4.1 Specimen certificate for common shares of beneficial
interest. (Incorporated by reference to Amendment
No. 3 to the Registrant's Registration Statement on
Form S-11 (Registration No. 33-70218)).

5.1 Opinion of Winstead Sechrest & Minick P.C. as to legality
of securities.

8.1 Opinion of Winstead Sechrest & Minick P.C. as to certain
tax matters.

10.1 Second Amended and Restated Dividend Reinvestment and
Share Purchase Plan. Attached hereto and made a part
hereof.

23.1 Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 5.1).

23.2 Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 8.1).

23.3 Consent of Ernst & Young LLP.

24.1 Power of Attorney (See page II-4 of this Registration
Statement).

<PAGE>

EXHIBIT 5.1

[Letterhead of Winstead Sechrest & Minick P.C.]

Direct Dial: (214) 745-5431
[email protected]

May 27, 1997

Columbus Realty Trust
15851 Dallas Parkway, Suite 855
Dallas, Texas 75248

Re: Dividend Reinvestment and Share Purchase Plan

Gentlemen:

We have acted as counsel for Columbus Realty Trust, a Texas real estate
investment trust (the "Company"), in connection with the offer and sale by the
Company of up to 1,500,000 common shares (the "Shares") of beneficial interest,
par value $0.01 per share, of the Company pursuant to the Company's Dividend
Reinvestment and Share Purchase Plan and the Company's Registration Statement on
Form S-3 being filed with the Securities and Exchange Commission on May 27, 1997
(the "Registration Statement"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Registration
Statement.

We have examined originals, or copies identified to our satisfaction as
being true copies, of (a) the Company's Amended and Restated Declaration of
Trust, (b) the Company's Bylaws as currently in effect, (c) minutes of meetings
or unanimous consents in lieu of meetings of the Company's board of trust
managers and shareholders, and (d) such other records and documents of the
Company, certificates of Company and public officials and statutes as we have
deemed necessary for the purpose of this opinion.

Based upon such examination and in reliance thereon, we are of the opinion
that the 1,500,000 Shares will, upon issuance in accordance with the terms
contemplated in the Registration Statement, be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the references to this Firm in the Registration
Statement and the Prospectus included therein.

Very truly yours,

WINSTEAD SECHREST & MINICK

By: /s/ Michelle P. Goolsby
-----------------------------------------------
Michelle P. Goolsby

<PAGE>

EXHIBIT 8.1

[Letterhead of Winstead Sechrest & Minick P.C.]

Direct Dial: (214) 745-5342
[email protected]

May 27, 1997

Columbus Realty Trust
15851 North Dallas Parkway, Suite 855
Dallas, Texas 75248

Re: Registration Statement on Form S-3 - Columbus Realty Trust Dividend
Reinvestment and Share Purchase Plan

Gentlemen:

We have acted as counsel to Columbus Realty Trust (the "Company") in
connection its Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission on May 27, 1997 (the "Registration
Statement"). This opinion relates to the accuracy of the federal income tax
consequences discussed in the Registration Statement.

For the purpose of rendering our opinion, we have examined and are relying
upon the truth, accuracy and completeness, at all relevant times, of the
statements and representations contained in the Registration Statement.

In connection with rendering this opinion, we have assumed to be true and
are relying upon, without any independent investigation or review thereof, the
following:

1. The authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, and
authenticity of the originals of such documents.

2. The genuineness of all signatures, the due authorization, execution
and delivery of all documents by all parties thereto and the due authority of
all persons executing such documents.

3. The truth, accuracy, and completeness of all responses made to our
requests to disclose any material information that has bearing on the Company's
ability to qualify as a REIT.
<PAGE>

Columbus Realty Trust
May 27, 1997
Page 2

4. That the Company filed a proper election to be taxed as a REIT with
its timely filed federal income tax return for the taxable year ending December
31, 1993, and that the Company has not caused such election to be terminated or
revoked.

Based on our examination of the foregoing items and our review of such
other documents and information pertaining to the Company as we have deemed
appropriate, subject to the assumptions, limitations and qualifications set
forth herein, we are of the opinion that the information in the prospectus
included in the Registration Statement regarding the federal income tax
consequences of the Plan (as defined in the Registration Statement), to the
extent it constitutes matters of law or legal conclusions, is correct in all
material respects.

In addition to the matters set forth above, this opinion is subject to the
following exceptions, limitations and qualifications:

1. Our opinion expressed herein is based upon our interpretation of the
existing provisions of the Internal Revenue Code of 1986, as amended, and
existing judicial decisions, administrative regulations and published revenue
rulings (including private letter rulings) and revenue procedures. Our opinion
is not binding upon the Internal Revenue Service or courts and there is no
assurance that the Internal Revenue Service will not challenge the conclusions
set forth herein. No assurance can be given that future legislative, judicial
or administrative changes, on either a prospective or retroactive basis, would
not adversely affect the accuracy of the conclusions stated herein. We
undertake no obligation to advise you of changes in law which may occur after
the date hereof.

2. Our opinion is limited to the United States federal income tax matters
addressed herein, and no other opinions are rendered with respect to any other
matter not specifically set forth in the foregoing opinion.

In the event any one of the statements, representations, or assumptions we
have relied upon to issue this opinion is incorrect in a material respect, our
opinion might be adversely affected and may not be relied upon.
<PAGE>

Columbus Realty Trust
May 27, 1997
Page 3

We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement.

Very truly yours,

WINSTEAD SECHREST & MINICK P.C.

By: /s/ Thomas R. Helfand
-----------------------------
Thomas R. Helfand

<PAGE>
EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and the related Prospectus of Columbus Realty
Trust for the registration of 1,500,000 common shares of beneficial interest in
connection with the Columbus Realty Trust Amended and Restated Dividend
Reinvestment and Share Purchase Plan and to the incorporation by reference
therein of our report dated January 28, 1997, except for Note 15, as to which
the date is March 7, 1997, with respect to the consolidated financial statements
and schedule of Columbus Realty Trust as of December 31, 1996 and 1995 and for
the three years in the period ended December 31, 1996, included in its Annual
Report on Form 10-K, as amended, for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Dallas, Texas
May 21, 1997