GABLES RESIDENTIAL TRUST
424B3, 1999-07-09
REAL ESTATE INVESTMENT TRUSTS
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                                                        Pursuant to Rule 424(b)3

PROSPECTUS


                                2,348,416 SHARES



                            GABLES RESIDENTIAL TRUST



                                  COMMON SHARES


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



         The selling shareholders identified in this prospectus, and any of
their pledgees, donees, transferees or other successors in interest, may offer
to sell up to an aggregate of 2,348,416 common shares of Gables Residential
Trust. The selling shareholders may only offer these shares for sale if they
exercise their right to tender their units of Gables Realty Limited Partnership,
our operating partnership, for cash, and we exercise our right to issue common
shares to them instead of cash. We will not receive any of the proceeds from the
sale of the shares by the selling shareholders, but we have agreed to bear the
expenses of registering such shares.


         Our common shares are listed on the New York Stock Exchange under the
symbol GBP.



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



         INVESTING IN OUR COMMON SHARES INVOLVES RISK. IN CONSIDERING WHETHER TO
INVEST, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS"
BEGINNING ON PAGE 4 OF THIS PROSPECTUS.



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



         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL
YOU OTHERWISE.


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


                  The date of this prospectus is July 9, 1999.



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                               PROSPECTUS SUMMARY

         THIS SUMMARY ONLY HIGHLIGHTS THE MORE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. AS THIS IS A
SUMMARY, IT MAY NOT CONTAIN ALL INFORMATION THAT IS IMPORTANT TO YOU. YOU SHOULD
READ THIS ENTIRE PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO INVEST IN OUR
COMMON SHARES.

         UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES TO "WE," "US" OR
"OUR COMPANY" IN THIS PROSPECTUS REFER COLLECTIVELY TO GABLES RESIDENTIAL TRUST,
A MARYLAND REAL ESTATE INVESTMENT TRUST, AND ITS SUBSIDIARIES, INCLUDING GABLES
REALTY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, AND THEIR RESPECTIVE
PREDECESSOR ENTITIES FOR THE APPLICABLE PERIODS, CONSIDERED AS A SINGLE
ENTERPRISE.

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


                            GABLES RESIDENTIAL TRUST

         -        We are one of the largest owners, operators, developers and
                  acquirors of multifamily apartment communities in the
                  southeastern and southwestern regions of the United States. We
                  have a strategic focus on the ownership of Class AA/A
                  multifamily apartment communities that are situated in urban
                  locations or master-planned communities near major employment
                  centers in these regions.

         -        We obtain ownership in apartment communities by developing
                  vacant land into a new community or by acquiring an existing
                  community which we sometimes reposition or redevelop. In
                  selecting sites for development, redevelopment or acquisition,
                  we focus on locations with close proximity to expanding
                  employment centers and convenience to recreation areas,
                  entertainment, shopping and dining. As a result, we believe
                  that the communities we currently own and the land parcels on
                  which we have the right to develop communities are attractive
                  to the type of residents we seek.

         -        We are a real estate investment trust that was organized under
                  the laws of the State of Maryland in 1993 to continue and
                  expand the operations of our privately owned predecessor
                  organization. We have elected to be taxed as a real estate
                  investment trust for federal income tax purposes and operate
                  principally through Gables Realty Limited Partnership, a
                  Delaware limited partnership. We are currently an 80.64%
                  economic owner of the common equity of Gables Realty Limited
                  Partnership. We control Gables Realty Limited Partnership
                  through Gables GP, Inc., a Texas corporation and a
                  wholly-owned subsidiary, which is the sole general partner of
                  Gables Realty Limited Partnership.

         -        Our executive offices are located at 2859 Paces Ferry Road in
                  Atlanta, Georgia 30339 and our telephone number is
                  (770) 436-4600.


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                                  THE OFFERING

         This prospectus relates to up to 2,348,416 common shares that may be
offered for sale by the selling shareholders if, and to the extent that, they
tender their common units of Gables Realty Limited Partnership for cash, and we
exercise our right to issue common shares to them instead of cash. Gables Realty
Limited Partnership originally issued these units to the selling shareholders in
connection with our acquisition of the properties and operations of Trammell
Crow Residential South Florida. In connection with this acquisition, we entered
into a registration rights and lock-up agreement with the selling shareholders
who are the former owners of Trammell Crow Residential South Florida. Under the
terms of that agreement, the selling shareholders may not tender their units for
redemption until after April 1, 1999, which is the first anniversary of the
acquisition. We are registering the common shares covered by this prospectus in
order to fulfill our contractual obligations under the registration rights and
lock-up agreement. Registration of these shares does not necessarily mean that
all or any portion of such shares will be offered for sale by the selling
shareholders.

         Pursuant to the Fourth Amended and Restated Agreement of Limited
Partnership of Gables Realty Limited Partnership, unitholders may tender their
common units of Gables Realty Limited Partnership for cash equal to the value of
an equivalent number of our common shares. In lieu of delivering cash, however,
we may, at our option, choose to acquire any units so tendered by issuing common
shares in exchange for the units. The shares will be exchanged for units on a
one-for-one basis. This one-for-one exchange ratio may be adjusted to prevent
dilution.

         We have agreed to bear the expenses of the registration of the common
shares under federal and state securities laws, but we will not receive any
proceeds from the sale of any common shares offered under this prospectus.


                     TAX STATUS OF GABLES RESIDENTIAL TRUST

         We have elected to qualify as a real estate investment trust under
Sections 856 through 860 of the Internal Revenue Code. As long as we qualify for
taxation as a real estate investment trust, we generally will not be subject to
federal income tax on that portion of our ordinary income and capital gains that
is currently distributed to our shareholders. Even if we qualify for taxation as
a real estate investment trust, we may be subject to state and local taxes on
our income and property and to federal income and excise taxes on our
undistributed income.


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                                  RISK FACTORS

         BEFORE YOU INVEST IN OUR COMMON SHARES, YOU SHOULD BE AWARE THAT THERE
ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER
CAREFULLY THESE RISK FACTORS TOGETHER WITH ALL OF THE INFORMATION INCLUDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS BEFORE YOU DECIDE TO PURCHASE OUR
COMMON SHARES. THIS SECTION INCLUDES OR REFERS TO CERTAIN FORWARD-LOOKING
STATEMENTS. YOU SHOULD REFER TO THE EXPLANATION OF THE QUALIFICATIONS AND
LIMITATIONS ON FORWARD-LOOKING STATEMENTS DISCUSSED ON PAGE 11.


DEVELOPMENT AND CONSTRUCTION RISKS COULD IMPACT OUR PROFITABILITY.

         We intend to continue to develop and construct multifamily apartment
home communities. Our development and construction activities may be exposed to
the following risks:

         -        we may be unable to obtain, or face delays in obtaining,
                  necessary zoning, land-use, building, occupancy, and other
                  required governmental permits and authorizations, which could
                  result in increased costs and could require us to abandon our
                  activities entirely with respect to the project for which we
                  are unable to obtain permits or authorizations;

         -        we may abandon development opportunities that we have already
                  begun to explore and as a result we may fail to recover
                  expenses already incurred in connection with exploring such
                  development opportunities;

         -        we may incur construction costs for a community which exceed
                  our original estimates due to increased materials, labor or
                  other costs, which could make completion of the community
                  uneconomical and we may not be able to increase rents to
                  compensate for the increase in construction costs;

         -        occupancy rates and rents at a newly completed development may
                  fluctuate depending on a number of factors, including market
                  and economic conditions, and may result in the community not
                  being profitable;

         -        we may not be able to obtain financing with favorable terms
                  for the development of a community, which may make us unable
                  to proceed with its development; and

         -        we may be unable to complete construction and lease-up of a
                  community on schedule, resulting in increased debt service
                  expense and construction or reconstruction costs.

         Construction costs have been increasing in our target markets, and the
cost to update acquired communities has, in some cases, exceeded our original
estimates. We may experience similar cost increases in the future. Our inability
to charge rents that will be sufficient to offset the effects of any increases
in reconstruction costs may impact our profitability.

ACQUISITIONS MAY NOT YIELD ANTICIPATED RESULTS.

         We intend to continue to acquire multifamily apartment home communities
on a select basis. Our acquisition activities and their success may be exposed
to the following risks:

         -        the acquired property may fail to perform as we expected in
                  analyzing our investment; and

         -        our estimate of the costs of repositioning or redeveloping the
                  acquired property may prove inaccurate.


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POLICY OF LIMITING DEBT LEVEL MAY BE CHANGED.

         While our current policy is not to incur debt that would make a ratio
of debt-to-total-marketcapitalization greater than 60%, our Amended and Restated
Declaration of Trust, as amended, and Second Amended and Restated Bylaws, as
amended, do not contain any such limitations. Our ratio of
debt-to-total-market-capitalization as of December 31, 1998 was approximately
46.8%. Throughout this prospectus we will refer to our Amended and Restated
Declaration of Trust, as amended, as our "declaration of trust" and to our
Second Amended and Restated Bylaws, as amended, as our "bylaws." Because we do
not have any debt incurrence restrictions in our declaration of trust or bylaws,
we could increase the amount of outstanding debt at any time. In the event that
the price of our common shares increases, we could incur additional debt without
increasing the ratio of debt-to-total-market-capitalization and without a
concurrent increase in our ability to service such additional debt.

INCURRENCE OF ADDITIONAL DEBT AND RELATED ISSUANCE OF EQUITY MAY BE DILUTIVE TO
SHAREHOLDERS.

         Future issuance of equity may dilute the interest of existing
shareholders. To the extent that additional equity securities are issued to
finance future developments and acquisitions instead of incurring additional
debt, the interests of our existing shareholders could be diluted. Our ability
to execute our business strategy depends on our access to an appropriate blend
of debt financing, including unsecured lines of credit and other forms of
secured and unsecured debt, and equity financing, including common and preferred
equity.

INSUFFICIENT CASH FLOW COULD AFFECT OUR DEBT FINANCING AND CREATE REFINANCING
RISK.

         We are subject to the risks normally associated with debt financing,
including the risk that our cash flow will be insufficient to meet required
payments of principal and interest. We anticipate that only a small portion of
the principal of our debt will be repaid prior to maturity. Although we may be
able to use cash flow to make future principal payments, we cannot assure you
that sufficient cash flow will be available to make all required principal
payments. Therefore, we are likely to need to refinance at least a portion of
our outstanding debt as it matures. There is a risk that we may not be able to
refinance existing debt or that the terms of any refinancing will not be as
favorable as the terms of the existing debt.

RISING INTEREST RATES WOULD INCREASE INTEREST COSTS AND COULD AFFECT THE MARKET
PRICE OF OUR COMMON SHARES.

         We expect to incur variable rate debt under credit facilities in
connection with the acquisition, construction and reconstruction of multifamily
apartment communities in the future, as well as for other purposes. Accordingly,
if interest rates increase, so will our interest costs to the extent the
variable rate increase is not hedged effectively. In addition, an increase in
market interest rates may lead purchasers of our common shares to demand a
higher annual yield, which could adversely affect the market price of our
outstanding common shares.

INTEREST RATE HEDGING CONTRACTS MAY INVOLVE MATERIAL CHANGES AND MAY NOT PROVIDE
ADEQUATE PROTECTION.

         From time to time when we anticipate offerings of debt securities, we
may seek to decrease our exposure to fluctuations in interest rates during the
period prior to the pricing of the securities by entering into interest rate
hedging contracts. We may do so to increase the predictability of our financing
costs. Also, from time to time we rely on interest rate hedging contracts to
offset our exposure to moving interest rates with respect to debt financing
arrangements at variable interest rates. The settlement of interest rate hedging
contracts has in the past and may in the future involve charges to earnings that
may be material in amount. Such charges are typically driven by the extent and
timing of fluctuations in interest rates. Despite our efforts to minimize our
exposure to interest rate fluctuations, there is no guarantee that we will be
able to maintain our hedging contracts at their


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existing levels of coverage or that the amount of coverage maintained will cover
all of our outstanding indebtedness at any such time. If our efforts are
unsuccessful, we may not meet our objective of reducing the extent of our
exposure to interest rate fluctuations.

BOND COMPLIANCE REQUIREMENTS COULD LIMIT INCOME AND RESTRICT USE OF COMMUNITIES
AND CAUSE FAVORABLE FINANCING TO BECOME UNAVAILABLE.

         Some of our multifamily apartment communities are financed with
obligations issued by various local government agencies or instrumentalities,
the interest on which is exempt from federal income taxation. These obligations
are commonly referred to as "tax-exempt bonds." The bond compliance requirements
for our current tax-exempt bonds, and the requirements of any future tax-exempt
bond financing, may have the effect of limiting our income from communities
subject to such financing. Under the terms of our tax-exempt bonds, we must
comply with various restrictions on the use of the communities financed by such
bonds, including a requirement that a percentage of apartments be made available
to low and middle income households.

         In addition, some of our tax-exempt bond financing documents require
that a financial institution guarantee payment of the principal of, and interest
on, the bonds. The guarantee may take the form of a letter of credit, surety
bond, guarantee agreement or other additional collateral. If the financial
institution defaults in its guarantee obligations, or we are unable to renew the
applicable guarantee or otherwise post satisfactory collateral, a default will
occur under the applicable tax-exempt bonds and the community could be
foreclosed upon.

FAILURE TO GENERATE SUFFICIENT REVENUE COULD LIMIT CASH FLOW AVAILABLE FOR
DISTRIBUTIONS TO SHAREHOLDERS.

         If our communities do not generate revenues sufficient to meet our
operating expenses, including debt service and capital expenditures, our cash
flow and ability to pay distributions to our shareholders will be adversely
affected. The following factors, among others, may adversely affect the revenues
generated by our apartment communities:

         -         the national and local economic climates;

         -        local real estate market conditions, such as oversupply of
                  apartment homes;

         -        the perceptions by prospective residents of the safety,
                  convenience and attractiveness of our communities and the
                  neighborhoods where they are located;

         -        our ability to provide adequate management, maintenance and
                  insurance; and

         -        increased operating costs, including real estate taxes and
                  utilities.

         Significant expenditures associated with each investment such as debt
service payments, if any, real estate taxes, insurance and maintenance costs are
generally not reduced when circumstances cause a reduction in income from a
community. For example, if we mortgage a community to secure payment of debt and
are unable to meet the mortgage payments, we could sustain a loss as a result of
foreclosure on the community or the exercise of other remedies by the mortgagee.

UNFAVORABLE CHANGES IN MARKET AND ECONOMIC CONDITIONS COULD HURT OCCUPANCY OR
RENTAL RATES.

         The market and economic conditions in metropolitan areas of the
southeastern and southwestern regions of the United States may significantly
affect apartment home occupancy or rental rates. Occupancy and rental rates in
those markets, in turn, may significantly affect our


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profitability and our ability to satisfy our financial obligations. The risks
that may affect conditions in those markets include the following:

         -        the economic climate which may be adversely impacted by plant
                  closings, industry slowdowns and other factors;

         -        real estate conditions such as an oversupply of, or a reduced
                  demand for, apartment homes;

         -        a decline in household formation that adversely affects
                  occupancy or rental rates;

         -        the inability or unwillingness of residents to pay rent
                  increases;

         -        the potential effect of rent control or rent stabilization
                  laws, or other laws regulating housing, on any of our
                  communities, which could prevent us from raising rents to
                  offset increases in operating costs; and

         -        the rental market which may limit the extent to which rents
                  may be increased to meet increased expenses without decreasing
                  occupancy rates.

         Any of these risks could adversely affect our ability to achieve our
desired yields on our communities and to make expected distributions to
shareholders.

DIFFICULTY OF SELLING APARTMENT COMMUNITIES COULD LIMIT FLEXIBILITY.

         Real estate in the metropolitan areas of the southeastern and
southwestern regions of the United States can be hard to sell, especially if
market conditions are poor. This may limit our ability to change our portfolio
promptly in response to changes in economic or other conditions. In addition,
federal tax laws limit our ability to sell communities that we have owned for
fewer than four years, and this may affect our ability to sell communities
without adversely affecting returns to our shareholders.

INCREASED COMPETITION COULD LIMIT OUR ABILITY TO LEASE APARTMENT HOMES OR
INCREASE OR MAINTAIN RENTS.

         Our apartment communities in metropolitan areas compete with numerous
housing alternatives in attracting residents, including other rental apartments
and single-family homes that are available for rent, as well as new and existing
single-family homes for sale. Competitive residential housing in a particular
area could adversely affect our ability to lease apartment homes and to increase
or maintain rents.

SIGNIFICANT NEW OPERATIONS AND ACQUIRED COMMUNITIES UNDER MANAGEMENT REQUIRE
INTEGRATION WITH THE EXISTING BUSINESS AND, IF NOT PROPERLY INTEGRATED, COULD
CREATE INEFFICIENCIES.

         Our ability to manage growth effectively will require us, among other
things, to successfully apply our experience in managing our existing portfolio
of multifamily apartment communities to a larger number of properties. In
addition, we must be able to successfully manage the integration of new
management and operations personnel as our organization grows in size and
complexity.

FAILURE TO SUCCEED IN NEW MARKETS MAY LIMIT GROWTH.

         We may make selected acquisitions outside of our current market areas
from time to time, if appropriate opportunities arise. Our historical experience
in the southeastern and southwestern regions of the United States does not
ensure that we will be able to operate successfully in other market areas new to
us. We may be exposed to a variety of risks if we choose to enter into new
markets. These risks include, among others:


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         -        a lack of market knowledge and understanding of the local
                  economies;

         -        an inability to obtain land for development or to identify
                  acquisition opportunities;

         -        an inability to obtain construction tradespeople; and

         -        an unfamiliarity with local governmental and permitting
                  procedures.

DECREASE OF FEE MANAGEMENT BUSINESS WOULD RESULT IN DECREASE IN REVENUES.

         We manage properties owned by third parties for a fee. Most of our
management contracts are terminable upon 30-days notice. There is a risk that
the management contracts will be terminated and/or that the rental revenues upon
which management fees are based will decline and management fee income will
decrease accordingly.

SHARE OWNERSHIP LIMIT MAY PREVENT TAKEOVERS BENEFICIAL TO SHAREHOLDERS.

         For us to maintain our qualification as a real estate investment trust
for federal income tax purposes, not more than 50% in value of our outstanding
shares of beneficial interest may be owned, directly or indirectly, by five or
fewer individuals. As defined for federal income tax purposes, the term
"individuals" includes a number of specified entities. See "Federal Income Tax
Considerations and Consequences of Your Investment" beginning on page 21. Our
declaration of trust includes restrictions regarding transfers of our shares of
beneficial interest and ownership limits that are intended to assist us in
satisfying such limitations. The ownership limit may have the effect of
delaying, deferring or preventing someone from taking control of us, even though
such a change of control could involve a premium price for our shareholders or
otherwise could be in our shareholders' best interests. See "Limits on Ownership
of Shares of Beneficial Interest" beginning on page 16.

LIMITS ON CHANGES IN CONTROL MAY DISCOURAGE TAKEOVER ATTEMPTS BENEFICIAL TO
SHAREHOLDERS.

         Our declaration of trust, our bylaws and Maryland law may have the
effect of discouraging a third party from attempting to acquire us which makes a
change in control more unlikely. The result may be a limitation on the
opportunity for shareholders to receive a premium for their common shares over
then-prevailing market prices. See "Important Provisions of Maryland Law and Our
Declaration of Trust and Bylaws" beginning on page 18.

COMPLIANCE OR FAILURE TO COMPLY WITH AMERICANS WITH DISABILITIES ACT AND OTHER
SIMILAR LAWS COULD RESULT IN SUBSTANTIAL COSTS.

         The Americans with Disabilities Act generally requires that public
accommodations, including office buildings and hotels be made accessible to
disabled persons. Noncompliance could result in imposition of fines by the
federal government or the award of damages to private litigants. If, pursuant to
the Americans with Disabilities Act, we are required to make substantial
alterations and capital expenditures in one or more of our properties, including
the removal of access barriers, it could adversely affect our financial
condition and results of operations, as well as the amount of cash available for
distribution to our shareholders.

         A number of additional federal, state and local laws exist that impact
our communities with respect to access thereto by disabled persons. For example,
the Fair Housing Act of 1988 requires that apartment communities first occupied
after March 13, 1990 be accessible to the handicapped. Noncompliance with the
Fair Housing Act of 1988 could result in the imposition of fines or an award of
damages to private litigants.

         We cannot predict the ultimate cost of compliance with the Americans
with Disabilities Act or other similar legislation. The costs could be
substantial.


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FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST WOULD CAUSE US TO BE TAXED
AS A CORPORATION WHICH WOULD SIGNIFICANTLY LOWER FUNDS AVAILABLE FOR
DISTRIBUTION TO SHAREHOLDERS.

         If we fail to qualify as a real estate investment trust for federal
income tax purposes, we will be taxed as a corporation. We believe that we are
organized and qualified as a real estate investment trust, and intend to operate
in a manner that will allow us to continue to qualify as a real estate
investment trust. However, we cannot assure you that we are qualified as such,
or that we will remain qualified as such in the future. This is because
qualification as a real estate investment trust involves the application of
highly technical and complex provisions of the Internal Revenue Code as to which
there are only limited judicial and administrative interpretations, and involves
the determination of various factual matters and circumstances not entirely
within our control. In addition, future legislation, new regulations,
administrative interpretations or court decisions may significantly change the
tax laws or the application of the tax laws with respect to qualification as a
real estate investment trust for federal income tax purposes or the federal
income tax consequences of such qualification.

         If, in any taxable year, we fail to qualify as a real estate investment
trust, we will be subject to federal income tax on our taxable income at regular
corporate rates, plus any applicable alternative minimum tax. In addition,
unless we are entitled to relief under applicable statutory provisions, we would
be disqualified from treatment as a real estate investment trust for the four
taxable years following the year in which we lose our qualification. The
additional tax liability resulting from the failure to qualify as a real estate
investment trust would significantly reduce or eliminate the amount of funds
available for distribution to our shareholders. Furthermore, we would no longer
be required to make distributions to our shareholders. See "Federal Income Tax
Considerations and Consequences of Your Investment" beginning on page 21.

POTENTIAL LIABILITY FOR ENVIRONMENTAL CONTAMINATION COULD RESULT IN SUBSTANTIAL
COSTS.

         We are in the business of acquiring, owning, operating and developing
real estate properties. From time to time we will sell to third parties some of
our properties. Under various federal, state and local environmental laws, we
may be required, often regardless of our knowledge or responsibility but solely
because of our current or previous ownership or operation of real estate, to
investigate and remediate the effects of hazardous or toxic substances or
petroleum product releases at our properties. We may also be held liable to a
governmental entity or to third parties for property damage and for
investigation and clean-up costs incurred by us in connection with any
contamination. These costs could be substantial. The presence of such substances
or the failure to properly remediate the contamination may materially and
adversely affect our ability to borrow against, sell or rent the affected
property. In addition, applicable environmental laws create liens on
contaminated sites in favor of the government for damages and costs it incurs in
connection with the contamination.


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                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information electronically with the Securities and Exchange Commission.
You may read and copy any document we file at the SEC's public reference rooms
in Washington, D.C., Chicago, Illinois, and New York, New York. Please call the
SEC at 1-800-SEC-0330 for further information about the public reference rooms.
Our SEC filings are also available to the public from the SEC's Web site at
http://www.sec.gov. In addition, you may look at our SEC filings at the offices
of the New York Stock Exchange, which is located at 20 Broad Street, New York,
New York 10005. Our SEC filings are available at the New York Stock Exchange
because our common shares are listed and traded on the New York Stock Exchange.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         This prospectus is part of a registration statement that we have filed
with the SEC to register the common shares offered in this prospectus. This
prospectus does not repeat important information that you can find in our
registration statement and its exhibits or in the reports and other documents
that we file with the SEC. Our SEC file number is 001-12590. The SEC allows us
to "incorporate by reference" the information we file with them. This means that
we can disclose important information to you by referring you to other documents
that are legally considered to be part of this prospectus, and information that
we file later with the SEC will automatically update and supersede the
information in this prospectus and the documents listed below.

         We incorporate by reference the documents listed below, which we have
already filed with the SEC, and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
all of the common shares offered in this prospectus are sold:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  1998;

         -        our Current Report on Form 10-Q for the quarter ended March
                  31, 1999;

         -        our Proxy Statement dated April 12, 1999 prepared in
                  connection with our Annual Meeting of Shareholders held on
                  May 25, 1999;

         -        our Current Reports on Form 8-K dated March 8, 1999 and
                  April 5, 1999; and

         -        the description of our common shares contained in our
                  Registration Statement on Form 8-A, including all amendments
                  and reports updating such description.

         YOU MAY REQUEST A COPY OF THESE DOCUMENTS INCORPORATED BY REFERENCE,
AND ANY EXHIBITS WE HAVE SPECIFICALLY INCORPORATED BY REFERENCE TO AN EXHIBIT IN
THIS PROSPECTUS, AT NO COST BY WRITING OR TELEPHONING US AT THE FOLLOWING
ADDRESS: GABLES RESIDENTIAL TRUST, 2859 PACES FERRY ROAD, OVERLOOK III, SUITE
1450, ATLANTA, GEORGIA 30339, ATTENTION: CHIEF FINANCIAL OFFICER. OUR TELEPHONE
NUMBER IS (770) 436-4600.

         You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus or the documents incorporated by reference is accurate as of any date
other than the date on the front of this prospectus or those documents.


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                           FORWARD-LOOKING STATEMENTS

        This prospectus, including the information incorporated by reference
into this prospectus, contains statements that are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. When we use the words "believe,"
"expect," "anticipate," "intend," "estimate," "assume" and other similar
expressions, they are generally forward-looking statements. These statements
include, among other things, statements regarding our intent, belief or
expectations with respect to:

         -        our declaration or payment of distributions;

         -        our potential developments or acquisitions or dispositions of
                  properties, assets or other public or private companies;

         -        our policies regarding investments, indebtedness,
                  acquisitions, dispositions, financings, conflicts of interest
                  and other matters;

         -        our qualification as a real estate investment trust under the
                  Internal Revenue Code;

         -        the real estate markets in the southeastern and southwestern
                  regions of the United States and in general;

         -        the availability of debt and equity financing;

         -        interest rates;

         -        general economic conditions; and

         -        trends affecting our financial condition or results of
                  operations.

        You should not rely on forward-looking statements, because they involve
known and unknown risks, uncertainties and other factors, some of which are
beyond our control. These risks, uncertainties and other factors may cause our
actual results, performance or achievements to differ materially from the
anticipated future results, performance or achievements expressed or implied by
the forward-looking statements. In addition to the factors discussed under the
preceding "Risk Factors" section, some of the factors that might cause these
differences include, but are not limited to, the following:

         -        we may fail to secure or may abandon development
                  opportunities;

         -        construction costs of a community may exceed original
                  estimates;

         -        construction and lease-up may not be completed on schedule,
                  resulting in increased debt service expense and construction
                  costs and reduced rental revenues;

         -        occupancy rates and market rents may be adversely affected by
                  local economic and market conditions which are beyond our
                  control;

         -        financing may not be available to us, or may not be available
                  on favorable terms;

         -        our cash flow may be insufficient to meet required payments of
                  principal and interest; and

         -        our existing indebtedness may mature in an unfavorable credit
                  environment, preventing such indebtedness from being
                  refinanced, or, if refinanced, causing such refinancing to
                  occur on terms that are not as favorable as the terms of the
                  existing indebtedness.

        We caution you that, while forward-looking statements reflect our good
faith beliefs, they are not guarantees of future performance. In addition, we
disclaim any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.

                                       11
<PAGE>



                                   OUR COMPANY


GABLES RESIDENTIAL TRUST

         -        We are one of the largest owners, operators, developers and
                  acquirors of multifamily apartment communities in the
                  southeastern and southwestern regions of the United States. We
                  have a strategic focus on the ownership of Class AA/A
                  multifamily apartment communities that are situated in urban
                  locations or master-planned communities near major employment
                  centers in these regions.

         -        We obtain ownership in apartment communities by developing
                  vacant land into a new community or by acquiring an existing
                  community which we sometimes reposition or redevelop. In
                  selecting sites for development, redevelopment or acquisition,
                  we focus on locations with close proximity to expanding
                  employment centers and convenience to recreation areas,
                  entertainment, shopping and dining. As a result, we believe
                  that the communities we currently own and the land parcels on
                  which we have the right to develop communities are attractive
                  to the type of residents we seek.

         -        We are a real estate investment trust that was organized under
                  the laws of the State of Maryland in 1993 to continue and
                  expand the operations of our privately owned predecessor
                  organization. We have elected to be taxed as a real estate
                  investment trust for federal income tax purposes and operate
                  principally through Gables Realty Limited Partnership, a
                  Delaware limited partnership. We are currently an 80.64%
                  economic owner of the common equity of Gables Realty Limited
                  Partnership. We control Gables Realty Limited Partnership
                  through Gables GP, Inc., a Texas corporation and a
                  wholly-owned subsidiary, which is the sole general partner of
                  Gables Realty Limited Partnership.

         -        Our executive offices are located at 2859 Paces Ferry Road in
                  Atlanta, Georgia 30339 and our telephone number is (770)
                  436-4600.



                                       12
<PAGE>



                          DESCRIPTION OF COMMON SHARES

        The following is a description of the material terms and provisions of
our common shares. It may not contain all the information that is important to
you. You can access complete information by referring to our declaration of
trust and bylaws.

GENERAL

        Under our declaration of trust, we have authority to issue 100,000,000
common shares, par value $.01 per share. As of July 1, 1999, 26,145,262 common
shares were issued and outstanding. In addition, as of July 1, 1999, 6,275,221
common units of Gables Realty Limited Partnership which are exchangeable for
common shares on a one-for-one basis were outstanding. All common shares, when
issued, will be duly authorized, fully paid and nonassessable. This means that
the full price for the outstanding common shares will have been paid at the time
of issuance and that any holder of our common shares will not later be required
to pay us any additional money for such common shares.

DIVIDENDS

        Subject to the preferential rights of any other shares of beneficial
interest or the provisions of our declaration of trust regarding excess shares,
holders of common shares may receive distributions out of assets that we can
legally use to pay distributions, when and if, they are authorized and declared
by our Board of Trustees. Each common shareholder shares in the same proportion
as other common shareholders out of assets that we can legally use to pay
distributions after we pay or make adequate provision for all of our known debts
and liabilities in the event we are liquidated, dissolved or our affairs are
wound up.

VOTING RIGHTS

        Subject to the provisions of our declaration of trust regarding excess
shares, holders of common shares will have the exclusive power to vote on all
matters presented to our shareholders, including the election of trustees,
except as otherwise provided by Maryland law or as provided with respect to any
other shares of beneficial interest. Holders of common shares are entitled to
one vote per share. There is no cumulative voting in the election of our
trustees, which means that at any meeting of our shareholders, the holders of a
majority of the outstanding common shares can cast all of their votes for each
trustee to be elected at such meeting, elect all of the trustees then standing
for election and the votes held by the holders of the remaining common shares
will not be sufficient to elect any trustee.

OTHER RIGHTS

        Subject to the provisions of our declaration of trust regarding excess
shares, all common shares have equal dividend, distribution, liquidation and
other rights, and have no preference, appraisal or exchange rights, except for
any appraisal rights provided by Maryland law.

        Holders of common shares have no conversion, sinking fund or redemption
rights, or preemptive rights to subscribe for any of our securities.

        Our declaration of trust prohibits us from merging or selling all or
substantially all of our assets without the approval of a majority of the
outstanding shares that are entitled to vote on such matters. In addition,
Gables Realty Limited Partnership's partnership agreement requires that such
actions also be approved by partners holding 75% of the common units of Gables
Realty Limited Partnership.


                                       13
<PAGE>



RESTRICTIONS ON OWNERSHIP

        For us to qualify as a real estate investment trust under the Internal
Revenue Code, no more than 50% in value of our outstanding shares of beneficial
interest may be owned, directly or indirectly, by five or fewer individuals
during the last half of a taxable year. To assist us in meeting this
requirement, we may take actions such as the automatic exchange of shares in
excess of this ownership restriction into excess shares to limit the beneficial
ownership of our outstanding equity securities, directly or indirectly, by one
individual. See "Limits on Ownership of Shares of Beneficial Interest" beginning
on page 16.

TRANSFER AGENT

        The transfer agent and registrar for our common shares is BankBoston,
N.A., Boston, Massachusetts.

PREFERRED SHARES

        Under our declaration of trust, we have authority to issue up to
20,000,000 preferred shares. At July 1, 1999, we had outstanding 4,600,000
shares of 8.30% Series A Cumulative Redeemable Preferred Shares and 180,000
shares of 5.00% Series Z Cumulative Redeemable Preferred Shares. Additionally,
we have reserved 2,000,000 shares of 8.625% Series B Cumulative Redeemable
Preferred Shares, none of which are currently outstanding but which may be
issued upon exchange of preferred units of Gables Realty Limited Partnership, as
described below. The general terms of our cumulative redeemable preferred shares
are as follows:

         -        8.30% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES. We
                  currently have outstanding 4,600,000 Series A shares.
                  Dividends are cumulative from the date of original issuance
                  and are payable quarterly at the rate of 8.30% per annum of
                  the $25.00 liquidation preference. The Series A shares rank as
                  to rights to dividends and in liquidation on a parity with the
                  Series B shares and senior to the Series Z shares. We may
                  redeem the Series A shares at any time on or after July 24,
                  2002 for cash at a redemption price of $25.00 per share, plus
                  all accrued and unpaid dividends. The Series A shares have no
                  stated maturity and are not subject to any sinking fund or
                  mandatory redemption and are not convertible into any other of
                  our securities.

         -        8.625% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES. We
                  have reserved 2,000,000 Series B shares, none of which are
                  currently outstanding, for issuance upon exercise by the
                  holders of Gables Realty Limited Partnership's 2,000,000
                  Series B preferred units of their right to exchange Series B
                  preferred units for the Series B shares on a one-for-one
                  basis. Holders may exercise their exchange right in whole but
                  not in part (a) at any time on or after November 15, 2008, (b)
                  at any time if full quarterly distributions are not made for
                  six quarters, or (c) upon the occurrence of particular
                  specified events related to the treatment of the Series B
                  preferred units for federal income tax purposes. Distributions
                  on the Series B preferred units are, and dividends on the
                  Series B shares, if, and when issued, will be, cumulative from
                  the date of original issuance and are, or will be, payable
                  quarterly at the rate of 8.625% per annum of the $25.00
                  liquidation preference. The Series B shares rank as to rights
                  to dividends and in liquidation on a parity with the Series A
                  shares and senior to the Series Z shares. We may redeem the
                  Series B preferred units and the Series B shares at any time
                  on or after November 15, 2003 for cash at a redemption price
                  of $25.00 per unit or share, plus all accumulated, accrued and
                  unpaid distributions or dividends. We may redeem the Series B
                  preferred units before November 15, 2003 if the holders elect
                  to exchange them for Series B shares. The Series B preferred
                  units and the Series B shares have no stated maturity, are not
                  subject to any sinking fund or mandatory redemption, and are
                  not convertible into any other of our securities.


                                       14
<PAGE>



         -        5.00% SERIES Z CUMULATIVE REDEEMABLE PREFERRED SHARES. We
                  currently have outstanding 180,000 Series Z shares. Dividends
                  on the Series Z shares are cumulative from the date of
                  original issuance and are payable on June 18 of each year,
                  commencing June 18, 2008, at the rate of 5.00% per annum of
                  the $25.00 liquidation preference. We may redeem the Series Z
                  shares at any time for cash at a redemption price of $25.00
                  per share, plus all accrued and unpaid dividends. The Series Z
                  shares are subject to mandatory redemption on June 18, 2018
                  and are not subject to any sinking fund or convertible into
                  any other of our securities. With respect to dividends and
                  liquidation distributions, the Series Z shares currently rank
                  junior to all other designated preferred shares, including the
                  Series A shares and the Series B shares.

        We do not have any other preferred shares outstanding as of the date of
this prospectus. We may issue preferred shares from time to time, in one or more
series, as authorized by our Board of Trustees. Prior to issuance of shares of
each series, the Board of Trustees is required by the Maryland General
Corporation Law and our declaration of trust to fix for each series, subject to
the provisions of our declaration of trust regarding excess shares, the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption, as are permitted by Maryland law. The preferred shares
will, when issued, be fully paid and nonassessable and will have no preemptive
rights. The Board of Trustees could authorize the issuance of preferred shares
with terms and conditions that could have the effect of discouraging a takeover
or other transaction that holders of common shares might believe to be in their
best interests or in which holders of some, or a majority, of the common shares
might receive a premium for their shares over the then market price of such
common shares.


                                       15
<PAGE>



              LIMITS ON OWNERSHIP OF SHARES OF BENEFICIAL INTEREST


OWNERSHIP LIMIT

        For us to qualify as a real estate investment trust under the Internal
Revenue Code, among other things, not more than 50% in value of our outstanding
shares of beneficial interest may be owned, directly or indirectly, by five or
fewer individuals during the last half of a taxable year other than the first
year, and such shares of beneficial interest must be beneficially owned by 100
or more persons during at least 335 days of a taxable year of 12 months other
than the first year or during a proportionate part of a shorter taxable year. In
order to protect us against the risk of losing our status as a real estate
investment trust due to a concentration of ownership among our shareholders, our
declaration of trust provides that no holder may own, or be deemed to own by
virtue of the attribution provisions of the Internal Revenue Code, more than
9.8% of our shares of beneficial interest. Notwithstanding the preceding
sentence, the trustees at their option and in their discretion may approve such
ownership by selected persons. The Board of Trustees does not expect that it
would waive the 9.8% ownership limit in the absence of the ruling from the
Internal Revenue Service or an opinion of counsel satisfactory to it that the
changes in ownership will not, then or in the future, jeopardize our status as a
real estate investment trust. Any transfer of shares of beneficial interest
including warrants or any security convertible into shares of beneficial
interest that would create a direct or indirect ownership of shares of
beneficial interest in excess of the 9.8% ownership limit or that would result
in our disqualification as a real estate investment trust, including any
transfer that results in the shares of beneficial interest being owned by fewer
than 100 persons or that results in us being "closely held" within the meaning
of Section 856(h) of the Internal Revenue Code, shall be void and have no
effect. The intended transferee will acquire no rights to the shares of
beneficial interest. The foregoing restrictions will not apply if our Board of
Trustees determines that it is no longer in our best interests to attempt to
qualify, or to continue to qualify, as a real estate investment trust. In
addition, the foregoing restrictions do not apply with respect to an offeror in
the event of an all cash tender offer by it which has been accepted by at least
two-thirds of our outstanding shares.

SHARES OWNED IN EXCESS OF OWNERSHIP LIMIT

        Shares of beneficial interest owned, or deemed to be owned, or
transferred to a shareholder in excess of the 9.8% ownership limit will
automatically be exchanged for excess shares that will be transferred, by
operation of law, to us as trustee of a trust for the exclusive benefit of the
transferees to whom such shares of beneficial interest may be ultimately
transferred without violating the 9.8% ownership limit. While the excess shares
are held in trust:

         -        they will not be entitled to vote;

         -        they will not be considered for purposes of any shareholder
                  vote or the determination of a quorum for such vote; and

         -        except upon liquidation, they will not be entitled to
                  participate in dividends or other distributions.

        Any dividends or distributions paid to a proposed transferee of excess
shares prior to our discovery that shares of beneficial interest have been
transferred in violation of the provisions of our declaration of trust are
required to be repaid to us upon demand. The excess shares are not treasury
shares, but rather constitute a separate class of our issued and outstanding
shares of beneficial interest. The original transferee-shareholder may, at any
time the excess shares are held by us in trust, transfer the interest in the
trust representing the excess shares to any individual whose ownership of the
shares of beneficial interest exchanged into such excess shares would be
permitted under the 9.8% ownership limit, at a price not in excess of the price
paid by the original transferee-shareholder for the shares of beneficial
interest that were exchanged for excess shares.


                                       16
<PAGE>



Immediately upon the transfer to the permitted transferee, the excess shares
will automatically be exchanged for shares of beneficial interest of the class
from which they were converted. If the foregoing transfer restrictions are
determined to be void or invalid by virtue of any legal decision, statute, rule
or regulation, then the intended transferee of any excess shares may be deemed,
at our option, to have acted as an agent on our behalf in acquiring the excess
shares and to hold the excess shares on our behalf.

RIGHT TO PURCHASE EXCESS SHARES

        In addition to the foregoing transfer restrictions, we have the right,
for a period of 90 days during the time any excess shares are held by us in
trust, to purchase all or any portion of the excess shares from the original
transferee-shareholder for the lesser of the price paid for the shares of
beneficial interest by the original transferee-shareholder or the market price
of the shares of beneficial interest on the date we exercise our option to
purchase. The market price will be determined in the manner set forth in our
declaration of trust. The 90-day period begins on the date of the violative
transfer if the original transferee-shareholder gives notice to us of the
transfer or, if no such notice is given, the date on which the Board of Trustees
determines that a violative transfer has been made.

        Every owner of more than 5% of the issued and outstanding common shares
must file a written notice with us containing the information specified in our
declaration of trust no later than January 30 of each year. Owners of 5% or less
of the issued and outstanding common shares may be required by the Internal
Revenue Code or regulations thereunder to file such notice. Each shareholder
will upon demand be required to disclose to us in writing any information with
respect to the direct, indirect and constructive ownership of shares of
beneficial interest as the Board of Trustees deems necessary to comply with the
provisions of the Internal Revenue Code applicable to real estate investment
trusts, to comply with the requirements of any taxing authority or governmental
agency or to determine any such compliance.

        This ownership limitation may have the effect of precluding the
acquisition of control of Gables Residential Trust unless the Board of Trustees
determines that our maintenance of real estate investment trust status is no
longer in our best interests.


                                       17
<PAGE>



                    IMPORTANT PROVISIONS OF MARYLAND LAW AND
                       OUR DECLARATION OF TRUST AND BYLAWS

        The following is a summary of important provisions of Maryland law and
our declaration of trust and bylaws which affect us and our shareholders. The
description below is intended as only a summary. You can access complete
information by referring to Maryland General Corporation Law and our declaration
of trust and bylaws.

MARYLAND BUSINESS COMBINATION STATUTE

        Maryland law establishes special requirements with respect to "business
combinations" between Maryland corporations and "interested shareholders" unless
exemptions are applicable. Among other things, the law prohibits for a period of
five years a merger and other specified or similar transactions between a
company and an interested shareholder and requires a supermajority vote for such
transactions after the end of the five-year period.

        "Interested shareholders" are all persons owning beneficially, directly
or indirectly, more than 10% of the outstanding voting stock of the Maryland
corporation. "Business combinations" include any merger or similar transaction
subject to a statutory vote and additional transactions involving transfers of
assets or securities in specified amounts to interested shareholders or their
affiliates. Unless an exemption is available, transactions of these types may
not be consummated between a Maryland corporation and an interested shareholder
or its affiliates for a period of five years after the date on which the
shareholder first became an interested shareholder. Thereafter, the transaction
may not be consummated unless recommended by the board of directors and approved
by the affirmative vote of at least 80% of the votes entitled to be cast by all
holders of outstanding voting shares and two-thirds of the votes entitled to be
cast by all holders of outstanding voting shares other than the interested
shareholder. A business combination with an interested shareholder that is
approved by the board of directors of a Maryland corporation at any time before
an interested shareholder first becomes an interested shareholder is not subject
to the special voting requirements. An amendment to a Maryland corporation's
charter electing not to be subject to the foregoing requirements must be
approved by the affirmative vote of at least 80% of the votes entitled to be
cast by all holders of outstanding voting shares and two-thirds of the votes
entitled to be cast by holders of outstanding voting shares who are not
interested shareholders. Any such amendment is not effective until 18 months
after the vote of shareholders and does not apply to any business combination of
a corporation with a shareholder who was an interested shareholder on the date
of the shareholder vote.

MARYLAND CONTROL SHARE ACQUISITION STATUTE

        Maryland law provides that "control shares" of a Maryland real estate
investment trust acquired in a "control share acquisition" have no voting rights
except to the extent approved by a vote of two-thirds of the votes entitled to
be cast on the matter, excluding shares of beneficial interest owned by the
acquiror or by officers or trustees who are employees of the trust. "Control
shares" are voting shares of beneficial interest which, if aggregated with all
other such shares of beneficial interest previously acquired by the acquiror or
in respect of which the acquiror is able to exercise or direct the exercise of
voting power except solely by revocable proxy, would entitle the acquiror to
exercise voting power in electing trustees within one of the following ranges of
voting power: (1) one-fifth or more but less than one-third, (2) one-third or
more but less than a majority, or (3) a majority of all voting power. Control
shares do not include shares of beneficial interest the acquiring person is then
entitled to vote as a result of having previously obtained shareholder approval.
A "control share acquisition" means the acquisition of control shares, subject
to applicable exceptions.

        A person who has made or proposes to make a control share acquisition
may compel the board of trustees to call a special meeting of shareholders to be
held within 50 days of demand to consider voting rights for the shares, upon
satisfaction of relevant conditions, including an


                                       18
<PAGE>



undertaking to pay expenses. If no request for a meeting is made, the trust may
itself present the question at any shareholders meeting.

        If voting rights for control shares are not approved at the meeting or
if the acquiring person does not deliver an acquiring person statement as
required by the statute with respect to the control shares, then, subject to
applicable conditions and limitations, the trust may redeem any or all of the
control shares for fair value determined, without regard to the absence of
voting rights for the control shares, as of the date of the last control share
acquisition by the acquiror or of any meeting of shareholders at which the
voting rights of such shares are considered and not approved. If voting rights
for control shares are approved at a shareholders meeting and the acquiror
becomes entitled to vote a majority of the shares of beneficial interest
entitled to vote, all other shareholders may exercise appraisal rights. The fair
value of the shares of beneficial interest as determined for purposes of such
appraisal rights may not be less than the highest price per share paid by the
acquiror in the control share acquisition.

        The control share acquisition statute does not apply to shares acquired
in a merger, consolidation or share exchange if the trust is a party to the
transaction, or to acquisitions approved or exempted by the declaration of trust
or bylaws of the trust.

        The business combination statute and the control share acquisition
statute could have the effect of discouraging offers to acquire us and of
increasing the difficulty of consummating any such offer.

LIMITATION OF SHAREHOLDERS' LIABILITY

        Under Maryland law, shareholders generally are not responsible for the
corporation's debts or obligations, and our declaration of trust specifically
provides that no shareholder of ours will be personally liable for any of our
obligations. Our bylaws further provide that we will indemnify each shareholder
against any claim or liability to which the shareholder may become subject by
reason of his or her being or having been a shareholder, and that we will
reimburse each shareholder for all legal and other expenses reasonably incurred
by him or her in connection with any such claim or liability. However, with
respect to tort claims, contractual claims where shareholder liability is not so
negated, claims for taxes and particular statutory liability, the shareholder
may, in some jurisdictions, including Texas, be personally liable to the extent
that such claims are not satisfied by us. Inasmuch as we will carry public
liability insurance which we consider adequate, any risk of personal liability
to shareholders is limited to situations in which our assets plus our insurance
coverage would be insufficient to satisfy the claims against us and our
shareholders.

LIMITATION OF TRUSTEES' AND OFFICERS' LIABILITY

        Under Maryland law, a real estate investment trust formed in Maryland is
permitted to limit, by provision in its declaration of trust, the liability of
trustees and officers so that none of its trustees or officers shall be liable
to it or to any shareholder for money damages except to the extent that:

         -        the trustee or officer actually received an improper benefit
                  in money, property, or services, for the amount of the benefit
                  or profit in money, property, or services actually received,
                  or

         -        a judgment or other final adjudication adverse to the trustee
                  or officer is entered in a proceeding based on a finding in a
                  proceeding that the trustee's or officer's action was the
                  result of active and deliberate dishonesty and was material to
                  the cause of action adjudicated in the proceeding.

        Our declaration of trust has incorporated the provisions of such law
limiting the liability of trustees and officers. Gables GP, Inc.'s articles of
incorporation contain similar provisions that are consistent with Texas law.


                                       19
<PAGE>



        Our bylaws require us to indemnify, to the full extent of Maryland law,
any present or former trustee or officer and such person's spouse and children
who is or was a party or threatened to be made a party to any proceeding by
reason of his or her service in that capacity, against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with the proceeding, provided that we have received a written
affirmation by the person to be indemnified that he or she has met the standard
of conduct necessary for indemnification by us as authorized by our bylaws. We
shall not be required to indemnify such person if:

         -        it is established that (1) such person's act or omission was
                  committed in bad faith or was the result of active or
                  deliberate dishonesty, (2) such person actually received an
                  improper personal benefit in money, property or services or
                  (3) in the case of a criminal proceeding, such person had
                  reasonable cause to believe that the Indemnitee's act or
                  omission was unlawful;

         -        the proceeding was initiated by such person;

         -        such person received payment for such expenses pursuant to
                  insurance or otherwise; or

         -        the proceeding arises under Section 16 of the Securities
                  Exchange Act of 1934.

        Pursuant to our bylaws, the person to be indemnified is required to
repay the amount paid or reimbursed by us if it shall ultimately be determined
that the standard of conduct was not met. Our bylaws also permit us to provide
such other and further indemnification or payment or reimbursement of expenses
as may be permitted by the Maryland General Corporation Law or to which the
person to be indemnified may be entitled. Gables GP, Inc.'s bylaws contain
similar provisions that are consistent with Texas law.

INDEMNIFICATION AGREEMENTS

        We have entered into indemnification agreements with each of our
trustees and officers. The indemnification agreements require, among other
things, that we indemnify our trustees and officers to the fullest extent
permitted by law and advance to our trustees and officers all related expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted. Under these agreements, we must also indemnify and advance all
expenses incurred by our trustees and officers seeking to enforce their rights
under the indemnification agreements and cover our trustees and officers under
our directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by our declaration of trust and our bylaws, it provides greater
assurance to our trustees and officers that indemnification will be available,
because, as a contract, it cannot be modified unilaterally in the future by our
Board of Trustees or by our shareholders to eliminate the rights it provides.


                                       20
<PAGE>



      FEDERAL INCOME TAX CONSIDERATIONS AND CONSEQUENCES OF YOUR INVESTMENT

        The following is a general summary of the material federal income tax
considerations and consequences associated with an investment in our common
shares. The following discussion is not exhaustive of all possible tax
considerations and is not tax advice. Moreover, this summary does not deal with
all tax aspects or consequences that might be relevant to you in light of your
personal circumstances; nor does it deal with particular types of shareholders
that are subject to special treatment under the Internal Revenue Code, such as
insurance companies, financial institutions and broker-dealers. The Internal
Revenue Code provisions governing the federal income tax treatment of real
estate investment trusts are highly technical and complex, and this summary is
qualified in its entirety by the applicable Internal Revenue Code provisions,
rules and regulations promulgated thereunder, and administrative and judicial
interpretations thereof. The following discussion is based on current law and on
representations from us concerning our compliance with the requirements for
qualification as a real estate investment trust.

        WE URGE YOU, AS A PROSPECTIVE INVESTOR, TO CONSULT YOUR OWN TAX ADVISOR
WITH RESPECT TO THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
CONSEQUENCES TO YOU OF THE PURCHASE, HOLDING AND SALE OF OUR COMMON SHARES.

FEDERAL INCOME TAXATION

        In the opinion of our tax counsel, Goodwin, Procter & Hoar LLP,
commencing with our first taxable year ended December 31, 1994, we have been
organized in conformity with the requirements for qualification as a real estate
investment trust under the Internal Revenue Code, and our method of operation
will enable us to continue to meet the requirements for qualification and
taxation as a real estate investment trust under the Internal Revenue Code,
provided that we have operated and continue to operate in accordance with
various assumptions and factual representations made by us concerning our
business, properties and operations. We may not, however, have met or continue
to meet such requirements. Qualification as a real estate investment trust
depends upon us having met and continuing to meet the various requirements
imposed under the Internal Revenue Code through actual operating results.
Goodwin, Procter & Hoar LLP has relied on our representations regarding our
operations and has not and will not review these operating results. No assurance
can be given that actual operating results have met or will meet these
requirements.

        If we have qualified and continue to qualify for taxation as a real
estate investment trust, we generally will not be subject to federal corporate
income taxes on that portion of our ordinary income or capital gain that is
currently distributed to shareholders. The real estate investment trust
provisions of the Internal Revenue Code generally allow a real estate investment
trust to deduct dividends paid to its shareholders. This deduction for dividends
paid to shareholders substantially eliminates the federal double taxation on
earnings that usually results from investments in a corporation. "Double
taxation" refers to taxation of income once at the corporate level when earned
and once again at the shareholder level when distributed. Additionally, a real
estate investment trust may elect to retain and pay taxes on a designated amount
of its net long-term capital gains, in which case the shareholders of the real
estate investment trust will include their proportionate share of the
undistributed long-term capital gains in income and receive a credit or refund
for their share of the tax paid by the real estate investment trust.

FAILURE TO QUALIFY

        If we fail to qualify for taxation as a real estate investment trust in
any taxable year and the relief provisions do not apply, we will be subject to
tax on our taxable income at regular corporate rates, including any applicable
alternative minimum tax. Distributions to shareholders in any year in which we
fail to qualify will not be deductible by us nor will they be required to be
made. In such event, to the extent of current or accumulated earnings and
profits, all distributions to shareholders will be dividends, taxable as
ordinary income, and subject to limitations of the Internal Revenue Code,
corporate distributees may be eligible for the dividends-received deduction.
Unless we are entitled to relief under specific statutory provisions, we also
will be disqualified from taxation as a


                                       21
<PAGE>



real estate investment trust for the four taxable years following the year
during which qualification was lost. It is not possible to state whether in all
circumstances we would be entitled to such statutory relief. For example, we
must derive a minimum percent of our gross income from specified sources in
order to qualify as a real estate investment trust. If we fail to satisfy these
gross income tests because nonqualifying income that we intentionally incur
exceeds the limit on such income, the Internal Revenue Service could conclude
that our failure to satisfy the tests was not due to reasonable cause, which is
a condition to qualification for relief from the four-year disqualification
rule.

TAXATION OF UNITED STATES SHAREHOLDERS AND POTENTIAL TAX CONSEQUENCES OF THEIR
INVESTMENT IN THE COMMON SHARES

        When we refer to a United States shareholder, we mean a holder of common
shares that is for federal income tax purposes

         -        an individual who is a citizen or resident of the United
                  States;

         -        a corporation created or organized in or under the laws of the
                  United States, any state thereof or the District of Columbia;
                  or

         -        a partnership, trust or estate treated as a domestic
                  partnership, trust or estate.

For any taxable year for which we qualify for taxation as a real estate
investment trust, amounts distributed to taxable United States shareholders will
be taxed as follows.

        DISTRIBUTIONS GENERALLY. Distributions other than capital gain dividends
to United States shareholders will be taxable as dividends to the extent of our
current or accumulated earnings and profits as determined for federal income tax
purposes. For purposes of determining whether distributions are out of current
or accumulated earnings and profits, our earnings and profits will be allocated
first to any of our outstanding preferred shares and then to our common shares.
Such dividends will be taxable to the shareholders as ordinary income and will
not be eligible for the dividends-received deduction for corporations. To the
extent that we make a distribution to a United States shareholder in excess of
current or accumulated earnings and profits, the distribution will be treated
first as a tax-free return of capital with respect to the shares, reducing the
United States shareholder's tax basis in the shares, and the distribution in
excess of a United States shareholder's tax basis in the shares will be taxable
as gain realized from the sale of the shares. Dividends declared by us in
October, November or December of any year payable to a shareholder of record on
a specified date in any such month shall be treated as both paid by us and
received by the shareholder on December 31 of the year, provided that the
dividend is actually paid by us during January of the following calendar year.
United States shareholders may not include on their own federal income tax
returns any of our tax losses.

        CAPITAL GAIN DIVIDENDS. Dividends to United States shareholders that are
properly designated by us as capital gain dividends will be treated as long-term
capital gains, to the extent they do not exceed our actual net capital gains,
for the taxable year without regard to the period for which the shareholder has
held his common shares. However, corporate shareholders may be required to treat
up to 20% of particular capital gain dividends as ordinary income. Capital gain
dividends are not eligible for the dividends-received deduction for
corporations.

        RETAINED CAPITAL GAINS. A real estate investment trust may elect to
retain, rather than distribute, its net long-term capital gains received during
the year. To the extent designated by the real estate investment trust in a
notice to its shareholders, the real estate investment trust will pay the income
tax on such gains and the real estate investment trust shareholders must include
their proportionate share of the undistributed long-term capital gains so
designated in income. Each real estate investment trust shareholder will be
deemed to have paid his share of the tax paid by the real estate investment
trust, which will be credited or refunded to the shareholder. The basis of each
shareholder's real estate investment trust shares will be increased by his
proportionate amount of


                                       22
<PAGE>



the undistributed long-term capital gains, net of the tax paid by the real
estate investment trust, included in such shareholder's long-term capital gains.

        PASSIVE ACTIVITY LOSS AND INVESTMENT INTEREST LIMITATIONS.
Distributions, including deemed distributions of undistributed long-term capital
gains, from us and gain from the disposition of the common shares will not be
treated as passive activity income, and therefore shareholders may not be able
to apply any passive losses against such income. Dividends from us, to the
extent they do not constitute a return of capital, will generally be treated as
investment income for purposes of the investment income limitation on the
deductibility of investment interest. However, net capital gain from the
disposition of the common shares or capital gain dividends, including deemed
distributions of undistributed long-term capital gains, generally will be
excluded from investment income.

        SALE OF THE COMMON SHARES. Upon the sale or exchange of the common
shares, the United States shareholder will generally recognize gain or loss
equal to the difference between the amount realized on such sale and the tax
basis of the common shares sold or exchanged. Assuming such shares are held as a
capital asset, such gain or loss will be a long-term capital gain or loss if the
shares have been held for more than one year. However, any loss recognized by a
United States shareholder on the sale of common shares held for not more than
six months and with respect to which capital gains were required to be included
in such shareholder's income will be treated as a long-term capital loss to the
extent of the amount of such capital gains so included.

        TREATMENT OF TAX-EXEMPT SHAREHOLDERS. Distributions, including deemed
distributions of undistributed long-term capital gains, from us to a tax-exempt
employee pension trust or other domestic tax-exempt shareholder generally will
not constitute unrelated business taxable income unless the shareholder has
borrowed to acquire or carry his common shares. However, certain qualified
trusts that hold more than 10% by value of the shares of a particular real
estate investment trust may be required to treat a specified percentage of these
distributions, including deemed distributions of undistributed long-term capital
gains, as unrelated business taxable income.

BACKUP WITHHOLDING

        Under the backup withholding rules, a United States shareholder may be
subject to backup withholding at the rate of 31% with respect to dividends paid
on, and gross proceeds from the sale of, the common shares unless such
shareholder (1) is a corporation or comes within other specific exempt
categories and, when required, demonstrates this fact or (2) provides a correct
taxpayer identification number, certifies as to no loss of exemption from backup
withholding and otherwise complies with applicable requirements of the backup
withholding rules. A United States shareholder who does not provide us with his
current taxpayer identification number may be subject to penalties imposed by
the Commissioner of the Internal Revenue Service. Any amount paid as backup
withholding will be creditable against the shareholder's income tax liability.

        We will report to shareholders and the Internal Revenue Service the
amount of any reportable payments, including any dividends paid, and any amount
withheld with respect to the common shares during the calendar year.

STATE AND LOCAL TAX

        Gables Residential Trust and our shareholders may be subject to state
and local tax in various states and localities, including those in which we or
our shareholders transact business, own property or reside. The tax treatment of
us and our shareholders in such jurisdictions may differ from the federal income
tax treatment described above. CONSEQUENTLY, AS A PROSPECTIVE INVESTOR, YOU
SHOULD CONSULT YOUR OWN TAX ADVISORS REGARDING THE EFFECT OF STATE AND LOCAL TAX
LAWS ON AN INVESTMENT IN OUR COMMON SHARES.


                                       23
<PAGE>



                 REGISTRATION RIGHTS OF THE SELLING SHAREHOLDERS

        The following is a summary of the material terms and provisions of the
registration rights and lock-up agreement, which we entered into in connection
with our April 1998 acquisition of the properties and operations of Trammell
Crow Residential South Florida. It may not contain all the information that is
important to you. You can access complete information by referring to the
registration rights and lock-up agreement.

        Under the registration rights and lock-up agreement, we are obligated to
file a registration statement covering the sale by the selling shareholders of
the common shares that they may acquire in exchange for the common units of
Gables Realty Limited Partnership that they received when we acquired Trammell
Crow Residential South Florida in April 1998. Under the terms of the
registration rights and lock-up agreement, the selling shareholders may not
exchange their units for common shares until after April 1, 1999. Under the
registration rights and lock-up agreement, we also must use reasonable efforts
to cause the registration statement to be declared effective by the Securities
and Exchange Commission and to keep the registration statement continuously
effective until the earliest of (1) the date on which the selling shareholders
no longer hold any exchanged common shares or any units issued in connection
with the Trammell Crow Residential South Florida acquisition or (2) the date on
which all of the exchanged common shares held or acquired in the future by the
selling shareholders have become eligible for sale under Rule 144(k) of the
Securities Act of 1933. Any common shares sold by the selling shareholders
pursuant to this prospectus will no longer be entitled to the benefits of the
registration rights and lock-up agreement.

        The registration rights and lock-up agreement requires that we bear all
expenses of registering the common shares with the exception of brokerage and
underwriting commissions and taxes of any kind and any legal, accounting and
other expenses incurred by the selling shareholders. We also agreed to indemnify
the selling shareholders and their officers, directors and other affiliated
persons and any person who controls a selling shareholder against all losses,
claims, damages, actions, liabilities, costs and expenses arising under the
securities laws in connection with the registration statement or this
prospectus, subject to certain limitations. In addition, the selling
shareholders agreed to indemnify us and our trustees, officers and any person
who controls our company against all losses, claims, damages, actions,
liabilities, costs and expenses arising under the securities laws if they result
from (1) written information furnished to us by the selling shareholders for use
in the registration statement or this prospectus or any amendments to the
registration statement or any prospectus supplements or (2) the selling
shareholders' failure to deliver, or cause to be delivered, this prospectus or
any amendments or prospectus supplements to any purchaser of common shares
covered by this prospectus from the selling shareholders through no fault of
ours.


                                       24
<PAGE>



                            THE SELLING SHAREHOLDERS

        The following table sets forth the number of common shares and units
beneficially owned by the selling shareholders as of July 1, 1999, the number of
common shares covered by this prospectus and the total number of common shares
and units which the selling shareholders will beneficially own upon completion
of this offering. This table assumes that the selling shareholders exchange for
common shares all of the units issued by Gables Realty Limited Partnership in
connection with our acquisition of the properties and operations of Trammell
Crow Residential South Florida, and that the selling shareholders offer for sale
all of those common shares.

        The common shares offered by the prospectus will be offered from time to
time by the selling shareholders named below, or by any of their pledges,
donees, transferees or other successors in interest. The amounts set forth below
are based upon information provided to us by representatives of the selling
shareholders, or on our records, as of July 1, 1999 and are accurate to the best
of our knowledge. It is possible, however, that the selling shareholders may
acquire or dispose of additional common shares or units from time to time after
the date of this prospectus.

<TABLE>
<CAPTION>

                                COMMON SHARES                UNITS
                                BENEFICIALLY             BENEFICIALLY                            COMMON SHARES AND
                                 OWNED AS OF              OWNED AS OF          COMMON SHARES     UNITS TO BE OWNED
       NAME                    JULY 1, 1999(1)         JULY 1, 1999(2)       OFFERED HEREBY(3)   AFTER OFFERING(4)
       ----                    ---------------         ---------------       ----------------- --------------------
<S>                            <C>                     <C>                   <C>               <C>
James J. Billik                         0                    7,158                 7,158                 0

Clifford A. Breining                  300                   25,445                25,445               300

Brad D. Bryant(5)                   8,100                   72,864                72,864             8,100

CFP Residential, L.P.(6)                0                  372,763               372,763                 0

Ann Cash(7)                             0                   24,316                24,316                 0

Harlan R. Crow                          0                   859(8)                   459               400

Crow Residential Realty
   Investors, L.P.(9)                   0                   49,665                49,665                 0

Trammell S. Crow                        0                    1,707                   680             1,027

Joseph B. Fraser III                    0                    1,080                 1,080                 0

Terence C. Golden                       0                   36,174                16,688            19,486

Michael M. Hefley(10)               8,100                   98,714                98,714             8,100

Greg W. Iglehart(11)                9,600                  230,000               230,000             9,600

JRT Holdings, Inc.(12)                  0                   27,223                27,223                 0

J. Ronald Terwilliger
   Grantor Trust(13)                    0                   49,665                49,665                 0

William C. McDonald                     0                   52,433                52,433                 0

W. Snowden Marshall                     0                    2,671                 2,671                 0

Randy J. Pace                      10,733                  133,051                56,671            87,113

RCS Development Corporation(14)         0                   31,804                31,804                 0

Bettina Scherer(15)                     0                   22,228                22,228                 0

Christopher Smiles(16)                  0                   24,043                24,043                 0

The Speicher Family Trust
   dated January 7, 1991                0              131,650(17)               131,650                 0

TCF Residential
   Partnership, Ltd.(18)                0                  140,266               140,266                 0

J. Ronald Terwilliger                   0              381,717(19)               263,459           118,258

Patricia B. Terwilliger                 0              192,300(20)               192,300                 0

Chris D. Wheeler(21)               10,100                  454,171               454,171            10,100
                                   ------                ---------             ---------           -------
TOTAL                              46,933                2,563,967             2,348,416           262,484
                                   ------                ---------             ---------           -------
                                   ------                ---------             ---------           -------

</TABLE>


                                       25
<PAGE>



(1)      Does not include common shares that may be issued in exchange for units
         beneficially held as of July 1, 1999.

(2)      All units listed in this column may be exchanged, under certain
         circumstances, for an equal number of common shares. Unless otherwise
         noted, all information is as of July 1, 1999.

(3)      These common shares represent the common shares that the selling
         shareholders may acquire upon presentation of the units for redemption.

(4)      Assumes that all common shares issuable upon redemption of the units
         will be sold by the selling shareholders. In the case of each selling
         shareholder, the percentage of our common shares that will be held by
         such selling shareholder (assuming all remaining units held by such
         person are presented for redemption and are exchanged for common
         shares) after completion of this offering will be less than one percent
         (1%). The total number of common shares outstanding used in calculating
         such percentage (1) is based on the total number of common shares
         outstanding as of July 1, 1999 (26,145,262) and (2) assumes that none
         of the remaining units held by other persons will be exchanged for
         common shares.

(5)      Mr. Bryant is a Vice President of (1) Gables GP, Inc., a wholly-owned
         subsidiary of Gables Residential Trust and the sole general partner of
         Gables Realty Limited Partnership, and (2) Gables East Construction,
         Inc., a wholly-owned subsidiary of East Apartment Management, Inc., a
         corporation of which Gables Realty Limited Partnership owns 100% of the
         non-voting common stock and 1% of the voting common stock (collectively
         representing 99% of the equity interests of East Apartment Management,
         Inc.). Mr. Bryant's indicated ownership of common shares includes
         options to purchase 2,100 common shares which are exercisable within 60
         days of July 1, 1999. It also includes 4,000 restricted shares.

(6)      Crow Family, Inc. is the general partner of CFP Residential, L.P. The
         chief executive officer of Crow Family, Inc. is Harlan R. Crow.

(7)      Ms. Cash is a Regional Vice President of East Apartment Management,
         Inc.

(8)      Does not include (1) 372,763 units owned by CFP Residential, L.P., (2)
         49,665 units owned by Crow Residential Realty Investors, L.P., (3)
         140,266 units owned by TCF Residential Partnership, Ltd., (4) 1,688
         units owned by TCF Interests Partnership, Ltd., (5) 263,402 units owned
         by CF/GBP, LLC or (6) 483,410 common shares owned by Crow Family
         Partnership, L.P. Mr. Crow is the chief executive officer of the
         general partners of the entities referred to in clauses (1)-(4) and
         clause (6) and is the chief executive officer of the general partner of
         the managing member of the entity referred to in clause (5).

(9)      Crow Family, Inc. is the general partner of Crow Residential Realty
         Investors, L.P. The chief executive officer of Crow Family, Inc. is
         Harlan R. Crow.

(10)     Mr. Hefley is the Chief Operating Officer and a Senior Vice President
         of each of (1) Gables Residential Trust, (2) Gables GP, Inc., (3) East
         Apartment Management, Inc. and (4) Central Apartment Management, Inc.,
         a corporation of which Gables Realty Limited Partnership owns 100% of
         the non-voting common stock and 1% of the voting common stock
         (collectively representing 99% of the equity interests of Central
         Apartment Management, Inc.). Mr. Hefley's indicated ownership of common
         shares includes options to purchase 2,100 common shares which are
         exercisable within 60 days of July 1, 1999. It also includes 4,000
         restricted shares.

(11)     Mr. Iglehart is a Vice President of (1) Gables GP, Inc. and (2) Gables
         East Construction, Inc. Mr. Iglehart's indicated ownership of common
         shares includes options to purchase 2,100 common shares which are
         exercisable within 60 days of July 1, 1999. It also includes 5,000
         restricted shares.

(12)     The president of JRT Holdings, Inc. is J. Ronald Terwilliger.

(13)     The sole trustee of the J. Ronald Terwilliger Grantor Trust is J.
         Ronald Terwilliger.

(14)     The president of RCS Development Corporation is Robert C. Speicher, a
         trustee of The Speicher Family Trust dated January 7, 1991.

(15)     Ms. Scherer is a Regional Vice President of Gables East Construction,
         Inc.

(16)     Mr. Smiles is a Regional Vice President of East Apartment Management,
         Inc.

(17)     Does not include 31,804 units owned by RCS Development Corporation, of
         which Robert C. Speicher, a trustee of The Speicher Family Trust dated
         January 7, 1991, is president.

(18)     Mill Spring Holdings, Inc. is the general partner of TCF Residential
         Partnership, Ltd. The chief executive officer of Mill Spring Holdings,
         Inc. is Harlan R. Crow.

(19)     Does not include (1) 27,223 units owned by JRT Holdings, Inc., of which
         Mr. Terwilliger is president, (2) 49,665 units owned by the J. Ronald
         Terwilliger Grantor Trust, of which Mr. Terwilliger is the sole
         trustee, or (3) 192,300 units owned by Patricia B.
         Terwilliger, Mr. Terwilliger's spouse.

(20)     Does not include 381,717 units owned by Mr. Terwilliger.

(21)     Mr. Wheeler is a Trustee and the President and Chief Executive Officer
         of Gables Residential Trust and Gables GP, Inc. Mr. Wheeler's indicated
         ownership of common shares includes options to purchase 2,100 common
         shares which are exercisable within 60 days of July 1, 1999. It also
         includes 5,334 restricted shares.


                                       26
<PAGE>



                                 USE OF PROCEEDS

        We will not receive any of the proceeds of the sale by the selling
shareholders of the common shares covered by this prospectus.

                              PLAN OF DISTRIBUTION

        This prospectus relates to the possible sale from time to time of up to
an aggregate of 2,348,416 common shares by the selling shareholders, or any of
their pledgees, donees, transferees or other successors in interest. If the
selling shareholders present units to Gables Realty Limited Partnership for
redemption, we may, at our election, acquire such units in exchange for common
shares in accordance with the terms of Gables Realty Limited Partnership's
agreement of limited partnership, as amended. We are registering the common
shares pursuant to our obligations under the registration rights and lock-up
agreement, but the registration of the common shares does not necessarily mean
that any of the common shares will be offered or sold by the selling
shareholders.

        The distribution of the common shares may be effected from time to time
in one or more underwritten transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. Any underwritten
offering may be on a "best efforts" or a "firm commitment" basis. In connection
with any underwritten offering, underwriters or agents may receive compensation
in the form of discounts, concessions or commissions from the selling
shareholders. Underwriters may sell the common shares to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents.

        The selling shareholders and any underwriters, dealers or agents that
participate in the distribution of the common shares may be deemed to be
underwriters under the Securities Act of 1933, and any profit on the sale of the
common shares by them and any discounts, commissions or concessions received by
any underwriters, dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933. At any time a particular offer
of common shares is made by the selling shareholders, a prospectus supplement,
if required, will be distributed that will, where applicable:

         -        identify any underwriter, dealer or agent;

         -        describe any compensation in the form of discounts,
                  concessions, commissions or otherwise received by each
                  underwriter, dealer or agent and in the aggregate to all
                  underwriters, dealers and agents;

         -        identify the amounts underwritten;

         -        identify the nature of the underwriter's obligation to take
                  the common shares; and

         -        provide any other required information.

        The sale of common shares by the selling shareholders may also be
effected by selling common shares directly to purchasers or to or through
broker-dealers. In connection with any such sale, any such broker-dealer may act
as agent for the selling shareholders or may purchase from the selling
shareholders all or a portion of the common shares as principal, and may be made
pursuant to any of the methods described below. Such sales may be made on the
New York Stock Exchange or other exchanges on which the common shares are then
traded, in the over-the-counter market, in negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then-current
market prices or at prices otherwise negotiated.


                                       27
<PAGE>



        Common shares may also be sold in one or more of the following
transactions:

         -        block transactions in which a broker-dealer may sell all or a
                  portion of such shares as agent but may position and resell
                  all or a portion of the block as principal to facilitate the
                  transaction;

         -        purchases by any such broker-dealer as principal and resale by
                  such broker-dealer for its own account pursuant to any
                  supplement to this prospectus;

         -        a special offering, an exchange distribution or a secondary
                  distribution in accordance with applicable New York Stock
                  Exchange or other stock exchange rules;

         -        ordinary brokerage transactions and transactions in which any
                  such broker-dealer solicits purchasers;

         -        sales "at the market" to or through a market maker or into an
                  existing trading market, on an exchange or otherwise, for such
                  shares; and

         -        sales in other ways not involving market makers or established
                  trading markets, including direct sales to purchasers.

        In effecting sales, broker-dealers engaged by the selling shareholders
may arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or other compensation from the selling shareholders in amounts to be
negotiated immediately prior to the sale that will not exceed those customary in
the types of transactions involved. Broker-dealers may also receive compensation
from purchasers of the common shares which is not expected to exceed that
customary in the types of transactions involved.

        To comply with applicable state securities laws, the common shares will
be sold, if necessary, in such jurisdictions only through registered or licensed
brokers or dealers. In addition, common shares may not be sold in some states
unless they have been registered or qualified for sale in the state or an
exemption from such registration or qualification requirement is available and
is complied with.

        All expenses relating to the offering and sale of the common shares,
other than commissions, discounts and fees of underwriters, broker-dealers or
agents, will be paid by us. We have agreed to indemnify the selling shareholders
against some losses, claims, damages, actions, liabilities, costs and expenses,
including liabilities under the Securities Act of 1933. See "Registration Rights
of the Selling Shareholders."

                                     EXPERTS

        The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants. These audited financial
statements are incorporated in this prospectus by reference in reliance upon the
authority of Arthur Andersen LLP as experts in accounting and auditing in giving
those reports.

                            VALIDITY OF COMMON SHARES

        The validity of the common shares we are offering will be passed upon
for us by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.


                                       28
<PAGE>


<TABLE>
- -------------------------------------                     -------------------------------------
- -------------------------------------                     -------------------------------------
<S>                                                          <C>
         You should rely only on the
information contained in this prospectus,
incorporated herein by reference or
contained in a prospectus supplement.                            2,348,416 SHARES
Neither we nor the selling shareholders have
authorized anyone else to provide you with
different or additional information. The
selling shareholders are not making an offer
of these securities in any state where the
offer is not permitted. You should not                        GABLES RESIDENTIAL TRUST
assume that the information in this
prospectus, or incorporated herein by
reference, or in any prospectus supplement
is accurate as of any date other than the
date on the front of those documents.

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


               TABLE OF CONTENTS                                      COMMON SHARES

                                                PAGE
                                                ----

Prospectus Summary...............................  2
Risk Factors.....................................  4
Where You Can Find More Information.............. 10
Incorporation of Documents By Reference.........  10                 --------------
Forward-Looking Statements....................... 11                   PROSPECTUS
Our Company...................................... 12                 --------------
Description of Common Shares..................... 13
Limits on Ownership of Shares of
   Beneficial Interest........................... 16
Important Provisions of Maryland Law and
   Our Declaration of Trust and Bylaws........... 18
Federal Income Tax Considerations and
   Consequences of Your Investment............... 21
Registration Rights of the Selling
   Shareholders.................................. 24
The Selling Shareholders......................... 25
Use of Proceeds.................................. 27
Plan of Distribution............................. 27                  JULY 9, 1999
Experts.......................................... 28
Validity of Securities........................... 28

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


- -------------------------------------                     -------------------------------------
- -------------------------------------                     -------------------------------------
</TABLE>





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