UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 7, 2004

Gables Realty Limited Partnership

(Exact name of Registrant as specified in its charter)

Delaware (State or Other Jurisdiction
of Incorporation) 000-22683    (Commission File   
Number) 58-2077966    (I.R.S. Employer
    Identification No.)   

777 Yamato Road, Suite 510
Boca Raton, FL 33431
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:
(561) 997-9700

 

Item 5.            Other Events.

    On June 4, 2004, Gables Residential Trust (the "Company") issued a press release announcing two separate transactions through which it will establish an operating platform in San Diego, the Inland Empire (Riverside/San Bernandino), and Washington, DC.  The Company recently acquired Income Growth Property Management, Inc., a San Diego based property management company, which has 2,141 units currently under management.  Separately, the Company has reached an agreement with the New York State Teachers' Retirement System ("NYSTRS"), advised by JP Morgan Fleming Asset Management, to acquire and develop assets in the San Diego, Inland Empire, and Washington, DC markets.  The Company will contribute two assets in South Florida and one in Washington, DC and NYSTRS will contribute two assets in Temecula, California to the joint venture.  Closing of the joint venture transaction and related property contributions is subject to customary closing conditions, including receipt of lender consents which the Company expects by mid-June.  For further information concerning these transactions, see the press release which is incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company, dated June 7, 2004, File No. 001-12590.  The Company is an 87.3% economic owner of the common equity of Gables Realty Limited Partnership as of March 31, 2004.  Gables GP, Inc., the general partner of Gables Realty Limited Partnership, is a wholly-owned subsidiary of the Company.

Item 7.             Financial Statements, Pro Forma Financial Information and Exhibits.

(c)        Exhibits:

Exhibit No.                               Description

99.1     Press Release of the Company, dated June 4, 2004 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed June 7, 2004).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  June 7, 2004                                                        

GABLES REALTY LIMITED PARTNERSHIP                             
By: Gables GP, Inc., its General Partner                                           

By:                /s/ Marvin R. Banks, Jr.                                 
Marvin R. Banks, Jr.                                       
Senior Vice President and                               
Chief Financial Officer