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
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  Date of Report (Date of earliest event reported): April 1, 1998

                  MERRY LAND & INVESTMENT COMPANY, INC.
         (Exact name of registrant as specified in its charter)
                                    
                    Georgia                                   001-11081
(State or other jurisdiction of incorporation)     (Commission File Number)

                                58-0961876
                       (I.R.S. Employer I.D. Number)

    624 Ellis Street, Augusta, Georgia                           30901
(Address of principal executive offices)                      (Zip Code)

  Registrant's telephone number, including area code:  706/722-6756

       ____________________________________________________________
       (Former name or former address, if changed since last report)
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Filed: April 7, 1998 



  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS. On February 23, 1998,
Merry Land entered into a definitive agreement to acquire 13 Florida
apartment communities containing 3,944 units (the "Trammell Crow
Residential Portfolio") from Trammell Crow Residential, a national
apartment development and management company, and its affiliates, as
previously reported on Form 8-K filed with the Securities and Exchange
Commission on February 23, 1998. On April 1, 1998, Merry Land and its
subsidiaries completed the acquisition of the partnerships owning 12 of the
Florida apartment communities in the Trammell Crow Residential Portfolio,
containing 3,538 units. The acquisition of the remaining community, Vinings
at Lenox Place containing 456 units, is expected to occur upon its
completion of construction in the third quarter of this year.

  The consideration paid upon the acquisition of these 12 communities
was approximately $211.0 million. The acquisition was funded with cash on
hand, $30.6 million of Preferred Return Partnership Units (the "OP Units")
in Merry Land DownREIT I LP (a newly formed subsidiary partnership) and the
assumption of approximately $113.4 million of debt. The debt assumed
included $96.7 million of tax exempt debt bearing interest at an average
rate of approximately 5.0% and a convential debt of $16.7 million bearing
interest at a rate of 9.25%. The sellers received 1,361,916 OP Units,
valued at $22.4458 per unit. The OP Units are redeemable for cash, or at
Merry Land's option, shares of Merry Land common stock on a one for one
basis, beginning one year after closing. An additional $37 million,
including $5.4 million of OP Units, will be paid upon the acquisition of
Vinings at Lenox Place.

  The acquisitions were made only after a detailed review of the
property's physical condition, anticipated capital expenditures, occupancy
rates, expenses including utility rates, maintenance, grounds, property
taxes and insurance all of which were compared to competitive properties.

  Financial statements for the business acquired and pro forma financial
information were included in the Company's Form 8-K filed February 23,
1998, which is incorporated herein by reference.



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                   Signature Blocks on Following Page
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                                 SIGNATURE

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

 Merry Land & Investment
 Company, Inc.
 (Registrant)


 By:         /s/
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Dorrie E. Green
As Its Vice President