8-K

                       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): July 28, 1997

                     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)
      **********************************************************************

Filed: July 28, 1997



     ITEM 5.   OTHER EVENTS.  Merry Land & Investment Company, Inc. (the
"Company") has completed the offering of $50,000,000 principal at maturity of
its 6.90% Notes due 2007 (the "Notes").The offering of the Notes was made
pursuant to a Prospectus Supplement dated July 23, 1997 relating to the
Prospectus dated January 23, 1996 filed with the Company's shelf registration
statement #33-65067 on Form S-3.

     The Notes bear interest at 6.90% from July 28, 1997, with interest payable
each February 1 and August 1 beginning February 1, 1998. The entire principal
amount of the Notes is due August 1, 2007. The Notes may be redeemed at any time
at the option of the Company, in whole or in part, at a redemption price equla
to the sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the redemption date and (ii) the Make-Whole Amount, if any.

     The Notes were sold under an Indenture and Supplemental Indenture with
First Union National Bank of Georgia as Trustee. The underwriting discount was
0.650% for the Notes and the price to the public was 99.707% of the principal
amount of the Notes.

     The net proceeds to the Company from the sale of the Notes was $49,528,500.
The Company intends to use the net proceeds to acquire and develop additional
apartment properties.

     Delivery of the Notes was made on July 28, 1997 through the facilities of
the Depository Trust Company, against payment therefor in immediately available
funds.

   ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS. The Company is filing with this current report copies of the following
documents in connection with this Offering.

A. EXHIBIT 1:     Underwriting Agreement.

B. EXHIBIT 4A:    Form of Merry Land & Investment Company, Inc. $50,000,000
                  principal at maturity of 6.90% Notes due 2007.

C. EXHIBIT 4B:    Indenture (incorporated herein by reference to Exhibit 4B of
                  the Company's current report on Form 8-K filed June 23,
                  1995).

D. EXHIBIT 4C:    First Supplemental Indenture (incorporated herein by
                  reference to Exhibit 4C of the Company's current report
                  on Form 8-K filed June 23, 1995).

E. EXHIBIT 5:     Opinion as to the legality of the Notes.

F. EXHIBIT 8:     Tax Opinion.

G. EXHIBIT 12:    Statement regarding computation of ratios (incorporated
                  herein by reference to Exhibit 12 of the Company's 1996 
                  10-K/A filed June 3,1997).

H. EXHIBIT 23:    Consent of Hull, Towill, Norman & Barrett, P.C. (contained
                  in Exhibits 5 and 8).

I. EXHIBIT 27:    Financial Data Schedule (incorporated herein by reference to
                  Exhibit 27 of the Company's 1996 10-K filed June 3, 1997).


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                       Signature Blocks on Following Page
                       ==================================


                                    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/
 ------------------------------
Dorrie E. Green
As Its Vice President

EX-1

             MERRY LAND & INVESTMENT COMPANY, INC.

                        Debt Securities
                                
                     Underwriting Agreement


                                                             July 23, 1997


To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto


Dear Sirs:

Merry Land & Investment Company, Inc., a Georgia corporation (the "Company"), 
proposes to issue and sell to the underwriters named in Schedule II hereto 
(the "Underwriters"), for whom you are acting as representatives (the 
"Representatives"), the principal amount of its debt securities identified 
in Schedule I hereto (the "Securities"), to be issued under the indenture
specified in Schedule I hereto (the "Indenture") between the Company and the 
Trustee identified in such Schedule (the "Trustee").  If the firm or firms 
listed in Schedule II hereto include only the firm or firms listed in 
Schedule I hereto, then the terms "Underwriters" and "Representatives", as 
used herein, shall each be deemed to refer to such firm or firms.

The Company has prepared and filed with the Securities and Exchange 
Commission (the "Commission") in accordance with the provisions of Securities 
Act of 1933, as amended, and the rules and regulations of the Commission 
thereunder (collectively, the "Securities Act"), a registration statement 
(the file number of which is set forth in Schedule I hereto) on Form S-3, 
relating to certain securities (the "Shelf Securities") to be issued from 
time to time by the Company.  The Company also has filed with, or proposes to 
file with, the Commission pursuant to Rule 424 under the Securities Act a 
prospectus supplement specifically relating to the Securities.  The registration
statement as amended to the date of this Agreement is hereinafter referred to 
as the "Registration Statement" and the related prospectus covering the Shelf 
Securities in the form first used to confirm sales of the Securities is 
hereinafter referred to as the "Basic Prospectus".  The Basic Prospectus as
supplemented by the prospectus supplement specifically relating to the 
Securities in the form first used to confirm sales of the Securities is 
hereinafter referred to as the "Prospectus".  Any reference in this Agreement 
to the Registration Statement, the Basic Prospectus, any preliminary form of
Prospectus (a "preliminary prospectus") previously filed with the Commission 
pursuant to Rule 424 or the Prospectus shall be deemed to refer to and include 
the documents incorporated by reference therein pursuant to Item 12 of Form S-3 
under the Securities Act which were filed under the Securities Exchange Act of 
1934, as amended, and the rules and regulations of the Commission thereunder 
(collectively, the "Exchange Act") on or before the date of this Agreement or 
the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, 
as the case may be; and any reference to "amend", "amendment" or "supplement" 
with respect the Registration Statement, the Basic Prospectus, any 
preliminary prospectus or the Prospectus shall be deemed to refer to and
include any documents filed under the Exchange Act after the date of this 
Agreement, or the date of the Basic Prospectus, any preliminary prospectus or 
the Prospectus, as the case may be, which are deemed to be incorporated by 
reference therein.

The Company hereby agrees with the Underwriters as follows:

1.     The Company agrees to issue and sell the Securities to the several 
Underwriters as hereinafter provided, and each Underwriter, on the basis 
of the representations and warranties herein contained, but subject to 
the conditions hereinafter stated, agrees to purchase, severally and
not jointly, from the Company the respective principal amount of 
Securities set forth opposite such Underwriter's name in Schedule II 
hereto at the purchase price set forth in Schedule I hereto plus
accrued interest, if any, from the date specified in Schedule I hereto to the 
date of payment and delivery.

2.     The Company understands that the several Underwriters intend (i) to make 
a public offering of their respective portions of the Securities and (ii) 
initially to offer the Securities upon the terms set forth in the Prospectus.

3.     Payment for the Securities shall be made to the Company or to its order 
in immediately available funds on the date and at the time and place set forth 
in Schedule I hereto (or at such other time and place on the same or such other 
date, not later than the third Business Day thereafter, as you and the Company 
may agree in writing).  Such payment will be made upon delivery to, or to
you for the respective accounts of, such Underwriters of the Securities 
registered in such names and in such denominations as you shall request not 
less than two full Business Days prior to the date of delivery, with any 
transfer taxes payable in connection with transfer to the Underwriters duly paid
by the Company.  As used herein, the term "Business Day" means any day other 
than a day on which banks are permitted or required to be closed in New York 
City.  The time and date of such payment and delivery with respect to the 
Securities are referred to herein as the Closing Date.  The certificates for 
the Securities will be made available for inspection and packaging by you by 
1:00 P.M. on the Business Day prior to the Closing Date at such place in New 
York City as you and the Company shall agree.

4.     The Company represents and warrants to each Underwriter that:

          (a)  the Registration Statement has been declared effective by the 
Commission under the Securities Act; no stop order suspending the effectiveness 
of the Registration Statement has been issued and no proceeding for that 
purpose has been instituted or, to the knowledge of the Company, threatened 
by the Commission; and the Registration Statement and Prospectus (as amended or 
supplemented if the Company shall have furnished any amendments or supplements 
thereto) comply, or will comply, as the case may be, in all material respects 
with the Securities Act and the Trust Indenture Act of 1939, as amended,
and the rules and regulations of the Commission thereunder (collectively, the 
"Trust Indenture Act"), and do not and will not, as of the applicable effective 
date as to the Registration Statement and any amendment thereto and as of the 
date of the Prospectus and any amendment or supplement thereto, contain any 
untrue statement of a material fact or omit to state any material fact required 
to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, 
and the Prospectus, as amended or supplemented at the Closing Date, if 
applicable, will not contain any untrue statement of a material fact or omit to 
state a material fact necessary to make the statements therein, in the light of 
the circumstances under which they were made, not misleading; except that the fo
regoing representations and warranties shall not apply to (i)
that part of the Registration Statement which constitutes the Statement of 
Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the 
Trustee, and (ii) statements or omissions in the Registration Statement or the 
Prospectus made in reliance upon and in conformity with information relating to 
any Underwriter furnished to the Company in writing by such Underwriter through 
the Representatives expressly for use therein;  

          (b)  the documents incorporated by reference in the Prospectus, when 
they were filed with the Commission, conformed in all material respects to the 
requirements of the Exchange Act,  and none of such documents contained an 
untrue statement of a material fact or omitted to state a material fact 
necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading; and any further documents so filed 
and incorporated by reference in the Prospectus, when such documents are
filed with the Commission will conform in all material respects to the 
requirements of the Exchange Act, as applicable, and will not contain an untrue 
statement of a material fact or omit to state a material fact necessary to make 
the statements therein, in the light of the circumstances under which they were 
made, not misleading; 
    
          (c)  the consolidated financial statements and the related notes 
thereto, included or incorporated by reference in the Registration Statement and
the Prospectus, present fairly the financial position of the Company and its 
Subsidiaries as of the dates indicated and the consolidated results of its 
operations and the changes in its cash flows for the periods
specified; the financial statements with respect to the properties acquired or 
to be acquired by the Company, together with related notes and schedules as set 
forth or incorporated by reference in the Registration Statement or the 
Prospectus, present fairly the financial position and the results of operations 
of such properties at the indicated dates and for the indicated periods; the 
foregoing financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis, and the 
supporting schedules included or incorporated by reference in the Registration 
Statement or the Prospectus present fairly the information required to be 
stated therein; the summary financial and statistical data included or 
incorporated by reference in the Registration Statement or the Prospectus 
present fairly the information shown therein and have been compiled on a basis 
consistent with the financial statements presented therein; and the pro forma 
financial information, and the related notes thereto, included or incorporated 
by reference in the Registration Statement and the Prospectus has been prepared 
in accordance with the applicable requirements of the Securities Act and the 
Exchange Act, as applicable;
     
          (d)  since the respective dates as of which information is given in 
the Registration Statement and the Prospectus, there has not been any material 
adverse change, or any development involving a prospective material adverse 
change, in or affecting the general affairs, business, prospects, management, 
properties, financial position, stockholders' equity or results of operations 
of the Company, otherwise than as set forth or contemplated in the Prospectus; 
and except as set forth or contemplated in the Prospectus the Company has not
entered into any transaction or agreement (whether or not in the ordinary 
course of business) material to the Company;
     
          (e)  the Company has been duly incorporated and is validly existing 
as a corporation in good standing under the laws of the state of its 
incorporation, with power and authority (corporate and other) to own or lease 
its properties and conduct its business as described in the Prospectus, and has 
been duly qualified as a foreign corporation for the transaction of business 
and is in good standing under the laws of each other jurisdiction in which it 
owns or leases properties, or conducts any business, so as to require such 
qualification, other than where the failure to be so qualified or in good 
standing would not have a material adverse effect on the Company and its 
subsidiaries taken as a whole; except for investments in securities as 
described in the Registration Statement or Prospectus, the Company has no 
equity or other interest in, or rights to acquire, an equity or other interest
in any corporation, partnership, trust or other entity;  the subsidiary 
entities of the Company identified on Schedule III hereto (the "Subsidiaries") 
have been duly organized and are validly existing as corporations or limited 
partnerships, as the case may be, in good standing under the laws of their 
states of organization, and have been duly qualified as foreign
corporations or limited partnerships, as the case may be, for the transaction 
of business and are in good standing under the laws of each other jurisdiction 
in which they own or lease properties, or conduct any business, so as to 
require such qualification, other than where the failure to be so qualified or 
in good standing would not have a material adverse effect on the Company and 
its Subsidiaries taken as a whole; except for investments in securities as
described in the Registration Statement or Prospectus, the Company and the 
Subsidiaries have no equity or other interest in, or rights to acquire, an 
equity or other interest in any corporation, partnership, trust or other entity;
     
          (f)  this Agreement and the Indenture have been duly authorized, 
executed and delivered by the Company and constitute the valid and legally 
binding obligations of the Company enforceable in accordance with their terms, 
except as rights to indemnity and contribution hereunder may be limited by 
applicable law; 
    
          (g)  the Securities have been duly authorized, and, when issued, 
authenticated and delivered pursuant to this Agreement and the Indenture will 
have been duly and validly executed, authenticated, issued and delivered and 
will constitute valid and binding obligations of the Company entitled to the 
benefits provided by the Indenture; the Indenture has
been duly authorized and has been duly qualified under the Trust Indenture Act 
and, when executed and delivered by the Company and the Trustee, the Indenture 
will constitute a valid and binding instrument; and the Securities and the 
Indenture will conform to the statements relating thereto contained in the 
rospectus;
     
          (h)  neither the Company nor the Subsidiaries is, nor with the giving 
of notice or lapse of time or both would be, in violation of or in default 
under, their respective Articles of Incorporation or By-Laws or any indenture, 
mortgage, deed of trust, loan agreement or other agreement or other instrument 
or obligation to which the Company or any Subsidiary s a party or by which they 
or any of their properties are bound, except for violations and
defaults which individually and in the aggregate are not material to the 
Company or to the holders of the Securities; the issue and sale of the 
Securities and the performance by the Company of all of the provisions of its 
obligations under the Securities, the Indenture and this Agreement and the 
consummation of the transactions herein and therein contemplated will not 
conflict with or result in a breach of any of the terms or provisions of, or 
constitute a default under, any indenture, mortgage, deed of trust, loan 
agreement or other material agreement or instrument to which the Company or any 
Subsidiary is a party or by which the Company or any Subsidiary is bound or to 
which any of the property or assets of the Company or any Subsidiary is 
subject, nor will any such action result in any violation of the provisions of 
the Articles of Incorporation or the By-Laws of the Company or any applicable 
law or statute or any order, rule or regulation of any court or governmental 
agency or body having jurisdiction over the Company or any of its properties; 
and no consent, approval, authorization, order, registration or qualification 
of or with any such court or governmental agency or body is required for the 
issue and sale of the Securities or the consummation by the Company of the 
transactions contemplated by this Agreement or the Indenture, except such 
consents, approvals, authorizations, registrations or qualifications as have 
been obtained under the Securities Act, the Trust Indenture Act and as may be 
required under state securities or Blue Sky Laws in connection with the 
purchase and distribution of the Securities by the Underwriters; 
     
          (i)  other than as set forth or contemplated in the Prospectus, there 
are no legal or governmental proceedings pending or, to the knowledge of the 
Company, threatened to which the Company or any Subsidiary is or may be a party 
or to which any property of the Company or any Subsidiary is or may be the 
subject which, if determined adversely to the Company, could individually or in 
the aggregate reasonably be expected to have a material adverse effect on the 
general affairs, business, prospects, management, properties, financial
position, stockholders' equity or results of operations of the Company and, to 
the best of the Company's knowledge, no such proceedings are threatened or 
contemplated by governmental authorities or threatened by others; and there are 
no contracts or other documents of a character required to be filed as an 
exhibit to the Registration Statement or required to be described in the 
Registration Statement or the Prospectus which are not filed or described as
required;
     
          (j)  the Company and the Subsidiaries have good and marketable title 
to all of the properties and assets reflected in the financial statements (or 
as described in the Registration Statement) hereinabove described, subject to 
no lien, mortgage, pledge, charge or encumbrance of any kind except those 
reflected in such financial statements (or as described in the Registration 
Statement) or which are not material in amount.  The Company and the 
Subsidiaries occupy their leased properties under valid and binding leases 
conforming to the description thereof set forth in the Registration Statement;
     
           (k)  the Company has filed all Federal, State and foreign income tax 
returns which have been required to be filed and have paid all taxes indicated 
by said returns and all assessments received by it to the extent that such 
taxes have become due and are not being contested in good faith;
     
           (l)  the Company and the Subsidiaries hold all material licenses, 
certificates and permits from governmental authorities which are necessary to 
the conduct of its business; and the Company has not infringed any patents, 
patent rights, trade names, trademarks or copyrights, which infringement is 
material to the business of the Company;
     
           (m)  Arthur Andersen LLP, who have certified certain of the 
financial statements filed with the Commission as part of, or incorporated by 
reference in, the Registration Statement, are independent public accountants 
as required by the Securities Act;
     
           (n)  the Company has never been, is not now, and immediately after 
the sale of the Securities under this Agreement will not be, an "investment 
company" within the meaning of the Investment Company Act of 1940, as amended;
     
          (o)  with respect to all tax periods regarding which the Internal 
Revenue Service is or will be entitled to assert any claim, the Company has 
met the requirements for qualification as a real estate investment trust under 
Sections 856 through 860 of the Internal Revenue Code, as amended, and the 
Company's present and contemplated operations, assets and income continue to 
meet such requirements; and
     
          (p)  the conditions for the use of a registration statement on Form 
S-3 set forth in the General Instructions on Form S-3 have been satisfied and 
the Company is entitled to use such form for the transactions contemplated 
herein.

     5.     The Company covenants and agrees with the several Underwriters as 
follows:

        (a)    to file the Prospectus in a form approved by you pursuant to 
Rule 424 under the Securities Act not later than the Commission's close of 
business on the second Business Day following the date of determination of the 
offering price of the Securities;
     
        (b)    to deliver to each Representative and counsel for the 
Underwriters, at the expense of the Company, a signed copy of the Registration 
Statement (as originally filed) and each amendment thereto, in each case 
including exhibits and documents incorporated by reference therein and, during 
the period mentioned in paragraph (e) below, to each of the Underwriters as 
many copies of the Prospectus (including all amendments and supplements 
thereto) and documents incorporated by reference therein as you may reasonably 
request, when filed with Commission.
     
        (c)    from the date hereof and prior to the Closing Date, to furnish 
to you a copy of any proposed amendment or supplement to the Registration 
Statement or the Prospectus, for your review, and not to file any such 
proposed amendment or supplement to which you reasonably object;
     
        (d)    to file promptly all reports and any definitive proxy or 
information statements required to be filed by the Company with the Commission 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long 
as the delivery of a prospectus is required in connection with the offering or 
sale of the Securities, and during such same period, to advise you promptly, 
and to confirm such advice in writing, (i) when any amendment to the 
Registration Statement shall have become effective, (ii) of any request by the 
Commission for any amendment to the Registration Statement or any amendment 
or supplement to the Prospectus or for any additional information, (iii) of 
the issuance by the Commission of any stop order suspending the effectiveness 
of the Registration Statement or the initiation or threatening of any 
proceeding for that purpose, and (iv) of the receipt by the Company of any 
notification with respect to any suspension of the qualification of the 
Securities for offer and sale in any jurisdiction or the initiation or 
threatening of any proceeding for such purpose; and to use its best efforts to 
prevent the issuance of any such stop order or notification and, if issued, to 
obtain as soon as possible the withdrawal thereof;
     
        (e)    if, during such period after the first date of the public 
offering of the Securities as in the opinion of counsel for the Underwriters a 
prospectus relating to the Securities is required by law to be delivered in 
connection with sales by an Underwriter or dealer, any event shall occur as a 
result of which it is necessary to amend or supplement the Prospectus 
in order to make the statements therein, in the light of the circumstances when 
the Prospectus is delivered to a purchaser, not misleading, or if it is 
necessary to amend or supplement the Prospectus to comply with law, forthwith 
to prepare and furnish, at the expense of the Company, to the Underwriters 
and to the dealers (whose names and addresses you will furnish to the 
Company) to which Securities may have been sold by you on behalf of the 
Underwriters and to any other dealers upon request, such amendments or 
supplements to the Prospectus as may be necessary so that the statements in 
the Prospectus as so amended or supplemented will not, in the light of the 
circumstances when the Prospectus is delivered to a purchaser, be misleading 
or so that the Prospectus will comply with law;
     
        (f)    to endeavor to qualify the Securities for offer and sale under 
the securities or Blue Sky laws of such jurisdictions as you shall reasonably 
request and to continue such qualification in effect so long as reasonably 
required for distribution of the Securities and to pay all fees and expenses 
(including fees and disbursements of counsel to the Underwriters)
reasonably incurred in connection with such qualification and in connection 
with the determination of the eligibility of the Securities for investment 
under the laws of such jurisdictions as you may designate; provided that the 
Company shall not be required to file a general consent to service of process 
in any jurisdiction;
     
        (g)    to make generally available to its security holders and to you 
as soon as practicable but not later than 15 months after the effective date of 
the Registration Statement (as defined in Rule 158(c)) an earnings statement 
covering a period of at least twelve months beginning with the first fiscal 
quarter of the Company occurring after the effective date of the Registration 
Statement, which shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 of the Commission promulgated thereunder;
     
        (h)    so long as the Securities are outstanding, to furnish to you 
copies of all reports or other communications (financial or other) furnished to 
holders of Securities, and copies of any reports and financial statements 
furnished to or filed with the Commission or any national securities exchange; 
     
        (i)    during the period beginning on the date hereof and continuing 
to and including the Business Day following the Closing Date, not to offer, 
sell, contract to sell or otherwise dispose of any debt securities of or 
guaranteed by the Company which are substantially similar to the Securities 
without your prior written consent; and 
     
        (j)    to pay all costs and expenses incident to the performance of its 
obligations hereunder, including without limiting the generality of the 
foregoing, all costs and expenses (i) incident to the preparation, issuance, 
execution, authentication and delivery of the Securities, including any 
expenses of the Trustee, (ii) incident to the preparation, printing and 
filing under the Securities Act of the Registration Statement, the Prospectus 
and any preliminary prospectus (including in each case all exhibits, 
amendments and supplements thereto), (iii) incurred in connection with the 
registration or qualification and determination of eligibility for investment 
of the Securities under the laws of such jurisdictions as the Underwriters 
may designate (including fees of counsel for the Underwriters and their 
disbursements), (iv) in connection with the listing of the Securities on any 
stock exchange, (v) related to any filing with National Association of 
Securities Dealers, Inc., (vi) in connection with the printing (including 
word processing and duplication costs) and delivery of this Agreement, the 
Indenture, the Preliminary and Supplemental Blue Sky Memoranda and any Legal 
Investment Survey and the furnishing to Underwriters and dealers of copies of 
the Registration Statement and the Prospectus, including mailing and 
shipping, as herein provided and (vii) payable to rating agencies in 
connection with the rating of the Securities.

     6.     The several obligations of the Underwriters hereunder shall be 
subject to the following conditions:

          (a)  the representations and warranties of the Company contained 
herein are true and correct on and as of the Closing Date as if made on and as 
of the Closing Date and the Company shall have complied with all agreements and 
all conditions on its part to be performed or satisfied hereunder at or prior 
to the Closing Date;
     
          (b)  the Prospectus shall have been filed with the Commission 
pursuant to Rule 424 within the applicable time period prescribed for such 
filing by the rules and regulations under the Securities Act; no stop order 
suspending the effectiveness of the Registration Statement shall be in effect, 
and no proceedings for such purpose shall be pending before or threatened by 
the Commission; and all requests for additional information on the part of the
Commission shall have been complied with to your satisfaction;
     
          (c)  subsequent to the execution and delivery of this Agreement and 
prior to the Closing Date, there shall not have occurred any downgrading, nor 
shall any notice have been given of (i) any intended or potential downgrading 
or (ii) any review or possible change that does not indicate an improvement, in 
the rating accorded any securities of or guaranteed by the Company by any 
"nationally recognized statistical rating organization", as
such term is defined for purposes of Rule 436(g)(2) under the Securities Act;
     
          (d)  since the respective dates as of which information is given in 
the Prospectus there shall not have been any material adverse change or any 
development involving a material adverse change, in or affecting the general 
affairs, business, prospects, management, properties, financial position, 
stockholders' equity or results of operations of the Company and its 
subsidiaries, taken as a whole, otherwise than as set forth or contemplated
in the Prospectus, the effect of which in the judgment of the Representatives 
makes it impracticable or inadvisable to proceed with the public offering or 
the delivery of the Securities on the terms and in the manner contemplated in 
the Prospectus;
     
          (e)  the Representatives shall have received on and as of the Closing 
Date a certificate of an executive officer of the Company satisfactory to you 
to the effect set forth in subsections (a) through (c) of this Section and to 
the further effect that there has not occurred any material adverse change, or 
any development involving a prospective material adverse change, in or 
affecting the general affairs, business, prospects, management, properties, 
financial position, stockholders' equity or results of operations of the 
Company and its subsidiaries taken as a whole from that set forth or 
contemplated in the Registration Statement.
     
          (f)  Hull, Towill, Norman & Barrett, P.C., counsel for the Company, 
shall have furnished to you its written opinion, dated the Closing Date, in 
form and substance satisfactory to you, to the effect that: 
     
               (i)  the Company has been duly organized and is validly existing 
as a corporation in good standing under the laws of its jurisdiction of 
incorporation, with power and authority (corporate and other) to own its 
properties and conduct its business as described in the Prospectus as then 
amended or supplemented;
          
               (ii) the Company has been duly qualified as a foreign 
corporation for the transaction of business and is in good standing under the 
laws of each other jurisdiction in which it owns or leases properties, or 
conducts any business, so as to require such qualification, other than where 
the failure to be so qualified or in good standing would not have a material 
adverse effect on the Company;
          
               (iii)     the Subsidiaries have been duly organized and are 
validly existing as corporations or limited partnerships, as the case may be, 
in good standing under the laws of their jurisidictions of organization, with 
power and authority to own their properites and conduct their business as 
described in the Prospectus as amended or supplemented;
          
               (iv) the Subsidiaries have been duly qualified as foreign 
corporations or limited partnerships, as the case may be, for the transaction 
of business and are in good standing under the laws of each other 
jurisdiction in which they own or lease properties, or conduct any business, 
so as to require such qualification, other than where the failure to be so 
qualified or in good standing would not have a material adverse effect on 
the Company;
          
               (v)  other than as set forth or contemplated in the Prospectus, 
there are no legal or governmental proceedings pending or, to the best of such 
counsel's knowledge, threatened to which the Company or the Subsidiaries is or 
may be a party or to which any property of the Company or the Subsidiaries is 
or may be the subject which, if determined adversely to the Company, or the 
Subsidiaries could individually or in the aggregate reasonably be expected to 
have a material adverse effect on the general affairs, business, prospects, 
management, properties, financial position, stockholders' equity or results of 
operations of the Company; to the best of such counsel's knowledge, no such 
proceedings are threatened or contemplated by governmental authorities or 
threatened by others; and such counsel does not know of any contracts or other 
documents of a character required to be filed as an exhibit to the Registration 
Statement or required to be described in the Registration Statement or the 
Prospectus which are not filed or described as required;
          
               (vi)  this Agreement has been duly authorized, executed and 
delivered by the Company and is a valid and binding agreement of the Company, 
except as rights to indemnity and contribution hereunder may be limited by 
applicable law;
          
               (vii) the Securities have been duly authorized, and when 
executed and authenticated in accordance with the terms of the Indenture and 
delivered to and paid for by the Underwriters in accordance with the terms of 
this Agreement, will constitute valid and binding obligations of the Company 
entitled to the benefits provided by the Indenture, enforceable in accordance 
with their terms, except that the enforceability thereof may be limited by or 
subject to (a) bankruptcy, reorganization, insolvency, fraudulent conveyance, 
moratorium or other similar laws now or hereafter existing which affect the 
rights and remedies of creditors generally and (b) equitable principles of 
general applicability;
          
               (viii) the Indenture has been duly authorized, executed and 
delivered by the Company and constitutes a valid and binding instrument of the 
Company enforceable in accordance with its terms, except that the 
enforceability thereof may be limited by or subject to (a) bankruptcy, 
reorganization, insolvency, fraudulent conveyance, moratorium or other similar 
laws now or hereafter existing which affect the rights and remedies of 
creditors generally and (b) equitable principles of general applicability; 
and the Indenture has been duly qualified under the Trust Indenture Act;
          
               (ix) neither the Company nor the Subsidiaries are, nor with the 
giving of notice or lapse of time or both would be, in violation of or in 
default under, their respective Articles of Incorporation or By-Laws or any 
indenture, mortgage, deed of trust, loan agreement or other agreement or 
instrument known to such counsel to which the Company or any of the 
Subsidiaries is a party or by which they or any of their respective properties 
are bound, except for violations and defaults which individually and in the 
aggregate are not material to the Company or to the holders of the Securities; 
the issue and sale of the Securities and the performance by the Company of its 
obligations under the Securities, the Indenture and this Agreement and the 
consummation of the transactions herein and therein contemplated will not 
conflict with or result in a breach of any of the terms or provisions of, or 
constitute a default under, any indenture, mortgage, deed of trust, loan 
agreement or other material agreement or instrument known to such counsel to 
which the Company or any Subsidiary is a party or by which the Company or any 
Subsidiary is bound or to which any of the property or assets of the Company or 
any Subsidiary is subject, nor will any such action result in any violation of 
the provisions of the Articles of Incorporation or the By-Laws of the Company 
or any applicable law or statute or any order, rule or regulation of any court 
or governmental agency or body having jurisdiction over the Company or any of 
its properties;
          
               (x)  the Company has authorized and outstanding stock as set 
forth under the caption "Capitalization" in the Prospectus;
          
               (xi) no consent, approval, authorization, order, registration 
or qualification of or with any court or governmental agency or body is 
required for the issue and sale of the Securities or the consummation of the 
other transactions contemplated by this Agreement or the Indenture, except such 
consents, approvals, authorizations, registrations or qualifications as have 
been obtained under the Securities Act and the Trust Indenture Act and as may 
be required under state securities or Blue Sky laws in connection with the 
purchase and distribution of the Securities by the Underwriter; 
          
               (xii)     the statements in the Prospectus under the captions 
"Description of Notes," "Description of Debt Securities," "Description of 
Common Stock," "Description of Preferred Stock," "Description of Common Stock 
Warrants," and "Description of Depositary Shares" in the Prospectus and each 
document incorporated by reference from Item 3 of Part 1 of the Company's 
Annual Report on Form 10-K for the year ended December 31, 1996 and in the 
Registration Statement in Item 15, insofar as such statements constitute a 
summary of the legal matters, documents or proceedings referred to therein, 
fairly present the information called for with respect to such legal matters, 
documents or proceedings; 
          
               (xiii)  such counsel (A) is of the opinion that each document 
incorporated by reference in the Registration Statement and the Prospectus 
(except for the financial statements included therein as to which such counsel 
need express no opinion) complied as to form in all material respects with the 
Exchange Act when filed with Commission, (B) believes that (except for the 
financial statements included therein as to which such counsel need express 
no belief) each part of the Registration Statement (including the documents 
incorporated by reference therein) filed with the Commission pursuant to the 
Securities Act relating to the Securities, when such part became effective, 
did not contain an untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, (C) is of the opinion that the Registration 
Statement and the Prospectus and any amendments and supplements thereto (except 
for the financial statement included therein as to which such counsel need 
express no opinion) comply as to form in all material respects with the 
requirements of the Securities Act and the Trust Indenture Act and (D) believes 
that (except for the financial statements included therein as to which such 
counsel need express no belief) the Registration Statement and the 
Prospectus, on the date of this Agreement, did not contain any untrue statement 
of a material fact or omit to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading, and that 
the Prospectus as amended or supplemented, if applicable, does not contain 
any untrue statement of a material fact or omit to state a material fact 
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and 
         
               (xiv)     the Company is not, and will not become as a result 
of the consummation of the transactions contemplated by this Agreement, an 
"investment company" within the meaning of the Investment Company Act of 1940, 
as amended, and has not been an "investment company" at any time since 1988.
          
         In rendering such opinions, such counsel may rely (A) as to matters 
involving the application of laws other than the laws of the United States and 
the States of Georgia, to the extent such counsel deems proper and to the 
extent specified in such opinion, if at all, upon an opinion or opinions 
(in form and substance reasonably satisfactory to Underwriters' counsel) of 
other counsel reasonably acceptable to the Underwriters' counsel, familiar 
with the applicable laws; (B) as to matters of fact, to the extent such 
counsel deems proper, on certificates of responsible officers of the Company 
and certificates or other written statements of officials of jurisdictions 
having custody of documents respecting the corporate existence or good 
standing of the Company.  The opinion of such counsel for the Company shall 
state that the opinion of any such other counsel is in form satisfactory to 
such counsel and, in such counsel's opinion, the Underwriters and they are 
justified in relying thereon. With respect to the matters to be covered in 
subparagraph (xiii) above counsel may state its opinion and belief is based 
upon their participation in the preparation of the Registration Statement and 
the Prospectus and any amendment or supplement thereto (other than the
documents incorporated by reference therein) and review and discussion of the 
contents thereof (including the documents incorporated by reference therein) 
but is without independent check or verification except as specified.
     
          (g)  Hull, Towill, Norman & Barrett, P.C., tax counsel for the 
Company, shall have delivered to you its written opinion, dated the Closing 
Date, in form and substance satisfactory to you, to the effect that:
     
        (i)    the Company met the requirements for qualification and taxation 
as a real estate investment trust ("REIT") for the taxable years 1990, 1991,
1992, 1993, 1994, 1995 and 1996;
          
               (ii) the Company's diversity of stock ownership and proposed
method of operation should allow it to qualify as a REIT for 1997; and
          
               (iv) the discussion contained under the caption "Certain Federal
Income Tax Considerations to the Company of its REIT Election" in the Prospectus
forming a part of the Registration Statement, accurately reflects existing law 
and fairly addresses the material federal income tax issues described therein.
          
             In rendering such opinions, Hull, Towill, Norman & Barrett, P.C. 
may rely as to matters of fact, to the extent they deem proper, on certificates 
of officers of the Company and public officials so long as such counsel states 
that no facts have come to the attention of such counsel which lead them to 
believe that they are not justified in relying on such certificates.  In 
addition, Hull, Towill, Norman & Barrett, P.C. may state that their opinions are
based upon the procedures and assumptions set forth in such opinion letter and 
that it is limited to the tax matters specifically covered thereby and that 
they have not addressed any other tax consequences.
     
          (h)  on the Closing Date, Arthur Andersen LLP shall have furnished to 
you letters, dated such date, in form and substance satisfactory to you, 
containing statements and information of the type customarily included in 
accountants "comfort letters" to underwriters with respect to the financial 
statements and certain financial information contained in the Registration 
Statement and the Prospectus;
     
          (i)  on the Closing Date, Arthur Andersen LLP shall have furnished to 
you a letter confirming the matters set forth in clauses (i) and (ii) of 
subparagraph (g) of this Section 6;
     
          (j)  you shall have received on and as of the Closing Date an opinion 
of Piper & Marbury L.L.P., counsel to the Underwriters, with respect to the 
validity of the Indenture and the Securities, the Registration Statement, the 
Prospectus and other related matters as the Representatives may reasonably 
request, and such counsel shall have received such papers and information as 
they may reasonably request to enable them to pass upon such matters; and
     
          (k)  on or prior to the Closing Date, the Company shall have 
furnished to the Representatives such further certificates and documents 
confirming the representations and warranties contained herein and related 
matters as the Representatives shall reasonably request.
     
The opinions and certificates mentioned in this Agreement shall be deemed to be 
in compliance with the provisions hereof only if they are in all material 
respects satisfactory to the Representatives and to Piper & Marbury L.L.P., 
counsel for the Underwriters.

7.     The Company agrees to indemnify and hold harmless each Underwriter and 
each person, if any, who controls any Underwriter within the meaning of either 
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and 
against any and all losses, claims, damages and liabilities (including 
without limitation the legal fees and other expenses incurred in connection with
any suit, action or proceeding or any claim asserted) caused by any untrue 
statement or alleged untrue statement of a material fact contained in the 
Registration Statement or the Prospectus (as amended or supplemented if the 
Company shall have furnished any amendments or supplements thereto) or any 
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the 
statements therein not misleading, except insofar as such losses, claims, 
damages or liabilities are caused by any untrue statement or omission or 
alleged untrue statement or omission made in reliance upon and in conformity 
with information relating to any Underwriter furnished to the Company in 
writing by such Underwriter through the Representatives expressly for use 
therein; provided, that the foregoing indemnity with respect to any preliminary 
prospectus shall not inure to the benefit of any Underwriter (or to the 
benefit of any person controlling such Underwriter) from whom the person
asserting any such losses, claims, damages or liabilities purchased Securities 
if such untrue statement or omission or alleged untrue statement or omission 
made in such preliminary prospectus is eliminated or remedied in the Prospectus 
(as amended or supplemented if the Company shall have furnished any amendments 
or supplements thereto) and, if required by law, a copy of the Prospectus
(as so amended or supplemented) shall not have been furnished to such person at 
or prior to the written confirmation of the sale of such Securities to such 
person.

Each Underwriter agrees, severally and not jointly, to indemnify and hold 
harmless the Company, its directors, its officers who sign the Registration 
Statement and each person who controls the Company within the meaning of 
Section 15 of the Securities Act and Section 20 of the Exchange Act, to the 
same extent as the foregoing indemnity from the Company to each Underwriter, 
but only with reference to information relating to such Underwriter furnished 
to the Company in writing by such Underwriter through the Representatives 
expressly for use in the Registration Statement, the Prospectus, any 
amendment or supplement thereto, or any preliminary prospectus.

If any suit, action, proceeding (including any governmental or regulatory 
investigation), claim or demand shall be brought or asserted against any person 
in respect of which indemnity may be sought pursuant to either of the two 
preceding paragraphs, such person (the "Indemnified Person") shall promptly 
notify the person against whom such indemnity may be sought (the 
"Indemnifying Person") in writing, and the Indemnifying Person, upon request of 
the Indemnified Person, shall retain counsel reasonably satisfactory to the 
Indemnified Person to represent the Indemnified Person and any others the 
Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding.  In any such 
proceeding, any Indemnified Person shall have the right to retain its own 
counsel, but the fees and expenses of such counsel shall be at the expense of 
such Indemnified Person unless (i) the Indemnifying Person and the 
Indemnified Person shall have mutually agreed to the contrary, (ii) the 
Indemnifying Person has failed within a reasonable time to retain counsel 
reasonably satisfactory to the Indemnified Person or (iii) the named parties 
in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both 
parties by the same counsel would be inappropriate due to actual or potential 
differing interests between them.  It is understood that the Indemnifying 
Person shall not, in connection with any proceeding or related proceeding in 
the same jurisdiction, be liable for the fees and expenses of more than one 
separate firm (in addition to any local counsel) for all Indemnified Persons, 
and that all such fees and expenses shall be reimbursed as they are incurred.  
Any such separate firm for the Underwriters and such control persons of 
Underwriters shall be designated in writing by the first of the named 
Representative on Schedule I hereto and any such separate firm for the 
Company, its directors, its officers who sign the Registration Statement and 
such control persons of the Company or authorized representatives shall be 
designated in writing by the Company.  The Indemnifying Person shall not be 
liable for any settlement of any proceeding effected without its written 
consent, but if settled with such consent or if there be a final judgment for 
the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified 
Person from and against any loss or liability by reason of such settlement 
or judgment.  Notwithstanding the foregoing sentence, if at any time an 
Indemnified Person shall have requested an Indemnifying Person to reimburse 
the Indemnified Person for fees and expenses of counsel as contemplated by the 
third sentence of this paragraph, the Indemnifying Person agrees that it shall 
be liable for any settlement of any proceeding effected without its written 
consent if (i)such settlement is entered into more than 30 days after receipt 
by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying 
Person shall not have reimbursed the Indemnified Person in accordance with 
such request prior to the date of such settlement.  No Indemnifying
Person shall, without the prior written consent of the Indemnified Person, 
effect any settlement of any pending or threatened proceeding in respect of 
which any Indemnified Person is or could have been a party and indemnity 
could have been sought hereunder by such Indemnified Person, unless
such settlement includes an unconditional release of such Indemnified Person 
from all liability on claims that are the subject matter of such proceeding.


If the indemnification provided for in the first and second paragraphs of this 
Section 7 is unavailable to an Indemnified Person in respect of any losses, 
claims, damages or liabilities referred to therein, then each Indemnifying 
Person under such paragraph, in lieu of indemnifying such Indemnified Person 
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such 
proportion as is appropriate to reflect the relative benefits received by the 
Company on the one hand and the Underwriters on the other hand from the 
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate 
to reflect not only the relative benefits referred to in clause (i) above but 
also the relative fault of the Company on the one hand and the Underwriters on 
the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant 
equitable considerations. The relative benefits received by the Company on the 
one hand and the Underwriters on the other shall be deemed to be in the same 
respective proportions as the net proceeds from the offering of such 
Securities (before deducting expenses) received by the Company and the total 
underwriting discounts and the commissions received by the Underwriters bear to 
the aggregate public offering price of the Securities.  The relative fault of 
the Company on the one hand and the Underwriters on the other shall be 
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to 
state a material fact relates to information supplied by the Company or by the 
Underwriters and the parties' relative intent, knowledge, access to information 
and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and 
equitable if contribution pursuant to this Section 7 were determined by pro 
rata allocation (even if the Underwriters were treated as one entity for such 
purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately 
preceding paragraph.  The amount paid or payable by an Indemnified Person as a 
result of the losses, claims, damages and liabilities referred to in the 
immediately preceding paragraph shall be deemed to include, subject to the 
limitations set forth above, any legal or other expenses incurred by such 
Indemnified Person in connection with investigating or defending any such 
action or claim.  Notwithstanding the provisions of this Section 7, in no 
event shall an Underwriter be required to contribute any amount in excess of 
the amount by which the total price at which the Securities underwritten by 
it and distributed to the public were offered to the public exceeds the 
amount of any damages that such Underwriter has otherwise been required to 
pay by reason of such untrue or alleged untrue statement or omission or 
alleged omission.  No person guilty of fraudulent misrepresentation (within 
the meaning of Section 11(f) of the Securities Act) shall be entitled to 
contribution from any person who was not guilty of such fraudulent 
misrepresentation.  The Underwriters' obligations to contribute pursuant to 
this Section 7 are several in proportion to the respective principal amount of 
the Securities set forth opposite their names in Schedule I hereto, and not 
joint.

The indemnity and contribution agreements contained in this Section 7 are in 
addition to any liability which the Indemnifying Persons may otherwise have to 
the Indemnified Persons referred to above.

The indemnity and contribution agreements contained in this Section 7 and the 
representations, warranties and covenants of the Company set forth in this 
Agreement shall remain operative and in full force and effect regardless of (i) 
any termination of this Agreement, (ii) any investigation made by or on 
behalf of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Company, its officers or directors or any other person 
controlling the Company and (iii) acceptance of and payment for any of the 
Securities.

8.     Notwithstanding anything herein contained, this Agreement may be 
terminated in the absolute discretion of the Representatives, by notice given 
to the Company, if after the execution and delivery of this Agreement and 
prior to the Closing Date (i) there shall have occurred, since the respective 
dates as of which information is given in the Registration Statement and the 
Prospectus,
any material adverse change or any development involving a prospective material 
adverse change in or affecting the condition, financial or otherwise, of the 
Company or the earnings, business affairs, properties, management or business 
prospects of the Company, whether or not arising in the ordinary course of 
business, (ii) trading generally shall have been suspended or materially 
limited on or by, as the case may be, any of the New York Stock Exchange, the 
American Stock Exchange, the National Association of Securities Dealers, Inc., 
the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the 
Chicago Board of Trade, (iii) trading of any securities of or guaranteed by the 
Company shall have been suspended on any exchange or in any over-the-counter
market, (iv) a general moratorium on commercial banking activities in New York 
shall have been declared by either Federal or New York State authorities; (v) 
there has occurred any downgrading in the rating of the Company's debt 
securities by any "nationally recognized statistical rating organization" (as 
defined for purposes of Rule 436(g) under the Exchange Act); or (vi) there shall
have occurred any outbreak or escalation of hostilities or any change in 
financial markets or any calamity or crisis that, in the judgment of the 
Representatives, is material and adverse and which, in the judgment of the 
Representatives, makes it impracticable to market the Designated Securities on
the terms and in the manner contemplated in the Prospectus.

9.     If, on the Closing Date, any one or more of the Underwriters shall fail 
or refuse to purchase Securities which it or they have agreed to purchase under 
this Agreement, and the aggregate principal amount of Securities which such 
defaulting Underwriter or Underwriters agreed but failed or refused to purchase 
is not more than one-tenth of the aggregate principal amount of the Securities, 
the other Underwriters shall be obligated severally in the proportions that the
principal amount of Securities set forth opposite their respective names in 
Schedule I hereto bears to the aggregate principal amount of Securities set 
forth opposite the names of all such non-defaulting Underwriters, or in such 
other proportions as the Representatives may specify, to purchase the 
Securities which such defaulting Underwriter or Underwriters agreed but 
failed or refused to purchase on such date; provided that in no event shall the 
principal amount of Securities that any Underwriter has agreed to purchase 
pursuant to Section 1 be increased pursuant to this Section 9 by an amount in 
excess of one-ninth of such principal amount of Securities without the 
written consent of such Underwriter.  If, on the Closing Date, any Underwriter 
or Underwriters shall fail or refuse to purchase Securities and the aggregate 
principal amount of Securities with respect to which such default occurs is 
more than one-tenth of the aggregate principal amount of Securities to be 
purchased, and arrangements satisfactory to you and the Company for the purchase
of such Securities are not made within 36 hours after such default, this 
Agreement shall terminate without liability on the part of any non-defaulting 
Underwriter or the Company.  In any such case either you or the Company shall 
have the right to postpone the Closing Date, but in no event for longer than 
seven days, in order that the required changes, if any, in the Registration 
Statement and in the Prospectus or in any other documents or arrangements may 
be effected.  Any action taken under this paragraph shall not relieve any 
defaulting Underwriter from liability in respect of any default of such 
Underwriter under this Agreement.

10.    If this Agreement shall be terminated by the Underwriters, or any of 
them, because of any failure or refusal on the part of the Company to comply 
with the terms or to fulfill any of the conditions of this Agreement, or if for 
any reason the Company shall be unable to perform its obligations under this 
Agreement or any condition of the Underwriters' obligations cannot be 
fulfilled, the Company agrees to reimburse the Underwriters or such 
Underwriters as have so terminated this Agreement with respect to themselves, 
severally, for all out-of-pocket expenses (including the fees and expenses of 
their counsel) reasonably incurred by such Underwriters in connection with this 
Agreement or the offering of Securities.

11.    This Agreement shall inure to the benefit of and be binding upon the 
Company, the Underwriters, any controlling persons referred to herein and their 
respective successors and assigns.  Nothing expressed or mentioned in this 
Agreement is intended or shall be construed to give any other person, firm or 
corporation any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.  No purchaser of 
Securities from any Underwriter shall be deemed to be a successor by reason 
merely of such purchase.

12.    Any action by the Underwriters hereunder may be taken by you jointly or 
by the first of the named Representative set forth in Schedule I hereto alone 
on behalf of the Underwriters, and any such action taken by you jointly or by 
the first of the named Representative set forth in Schedule I hereto alone 
shall be binding upon the Underwriters.  All notices and other communications 
hereunder shall be in writing and shall be deemed to have been duly given if 
mailed or transmitted by any standard form of telecommunication.  Notices 
to the Underwriters shall be given at the address set forth in Schedule II 
hereto. Notices to the Company shall be given to it at Merry Land & Investment 
Company, Inc., 624 Ellis Street, Augusta, Georgia  30901, Attention: W. 
Tennent Houston.

13.    Miscellaneous.  This Agreement may be signed in counterparts, each of 
which shall be an original and all of which together shall constitute one and 
the same instrument.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York, without giving effect to the 
conflicts of laws provisions thereof.

                            Very truly yours,

                            MERRY LAND & INVESTMENT COMPANY, 
                            INC.


                                        /s/
                            By:_______________________________________
                               Name: W. Tennent Houston
                               Title: President 




Accepted: July 23, 1997

J.P. MORGAN SECURITIES INC.




              /s/
By:______________________________
  Name:
  Title:


                                                       SCHEDULE I


Representatives:         J.P. Morgan Securities Inc., BT Securities
                          Corporation, First Union Capital Markets Corp.

Underwriting Agreement dated:      July 23, 1997

Registration Statement No.:             33-65067

Title of Securities:                    6.90% Notes due 2007 

Aggregate principal amount:             $50,000,000 

Price to Public:         99.707% of the principal amount of the Securities,
                         plus accrued interest, if any, from July 28, 1997 to
                         the Closing Date

Underwriting Discount:        .650% 

Indenture:          Indenture dated as of February 1, 1995, and the 
                    Supplemental Indenture dated as of June 1, 1995, both
                    between Merry Land & Investment Company, Inc.
                    and First Union National Bank of Georgia

Maturity:      August 1, 2007

Interest Rate:      6.90% 

Interest Payment Dates:            February 1 and August 1

Optional Redemption Provisions:         Reedeemable at anytime at the option of
                                        the Company, in whole or in part, at a 
                                        redemption price equal to the sum of 
                                        (i) the principal amount of the
                                        Notes being redeemed plus accrued 
                                        interest to the redemption date, plus 
                                        (ii) the Make-Whole Amount, if any 

Sinking Fund Provisions:           None

Other Provisions:                  As specified in the Prospectus Supplement 
                                   dated July 23, 1997 relating to the 
                                   Securities.

Closing Date and Time of Delivery:      July 28, 1997


Closing Location:                  Piper & Marbury L.L.P.,
                                   36 South Charles Street
                                   Baltimore, Maryland 21201

Address for Notices 
to Underwriters:       c/o J.P. Morgan Securities Inc.
                               60 Wall Street
                               New York, New York  10260

                        
                                             SCHEDULE II


Underwriter                             Principal Amount of Notes
                                        To Be Purchased                        

J.P. Morgan Securities Inc.                  $30,000,000

BT Securities Corporation                    $10,000,000

First Union Capital Markets Corp.            $10,000,000

                                               =========

Total....................                    $50,000,000



                                             SCHEDULE III


Subsidiaries
- --------------
ML Apartments Limited

Merry Land Apartment Communities, Inc.

ML Texas Apartments, L.P.

ML North Carolina Apartments, L. P.

ML Tennessee Apartments, L.P.

ML Alabama Apartments, Inc. 

EX-4

                                 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR
REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.  EVERY SECURITY AUTHENTICATED AND
DELIVERED UPON REGISTRATION OF TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

             MERRY LAND & INVESTMENT COMPANY, INC.
                      6.90% NOTE DUE 2007
                                
                                
REGISTERED                                               PRINCIPAL AMOUNT
No.: 1                                                        $50,000,000

CUSIP No.:  590438AG2

                                
     MERRY LAND & INVESTMENT COMPANY, INC., a corporation organized and 
existing under the laws of the State of Georgia (hereinafter called the 
"Company," which term includes any successor corporation under the Indenture 
hereinafter referred to), for value received, hereby promises to pay to CEDE 
& Co., or registered assigns, upon presentation, the principal sum of Fifty 
Million Dollars ($50,000,000) on August 1, 2007 at the office or agency of the 
Company referred to below, and to pay interest thereon from July 28, 1997, or 
from the most recent Interest Payment Date to which interest has been paid or 
duly provided for, semi-annually in arrears on February 1 and August 1 in 
each year, commencing February 1, 1998, at the rate of 6.90% per annum, 
until the entire principal hereof is paid or made available for payment.  The 
interest so payable, and punctually paid or duly provided for on any Interest 
Payment Date will, as provided for in the Indenture, be paid to the person in 
whose name this Security (or one or more Predecessor Securities) is 
registered at the close of business on the Regular Record Date for such 
interest which shall be January 15 or July 15 (whether or not a Business Day), 
as the case may be, next preceding such Interest Payment Date.  Any such 
interest not so punctually paid or duly provided for shall forthwith cease to 
be payable to the Holder on such Regular Record Date, and may either be paid 
to the Person in whose name this Security (or one or more Predecessor 
Securities) is registered at the close of business on a Special Record Date 
for the payment of such Defaulted Interest to be fixed by the Trustee, notice 
whereof shall be given to Holders of Securities of this series not more than 
15 days and not less than 10 days prior to such Special Record Date, or may 
be paid at any time in any other lawful manner not inconsistent with the 
requirements of any securities exchange on which the Securities of this Series 
may be listed, and upon such notice as may be required by such exchange, all 
as more fully provided in the Indenture.  

     Payment of the principal of, Make-Whole Amount, if any, and interest on 
this Security will be made at the office or agency of the Company maintained 
for that purpose in the City of New York, Borough of Manhattan, or elsewhere as 
provided in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and 
private debts; provided; however, that at the option of the Company payment of 
interest may be made by (i) check mailed to the address of the Person entitled 
thereto as such address shall appear in the Security Register or (ii) by wire
transfer of funds to an account of the Person entitled thereto maintained 
within the United States.

     This Security is one of a duly authorized issue of securities of the 
Company (herein called the "Securities"), issued and to be issued in one or 
more series under an Indenture, dated as of February 1, 1995, as supplemented 
by the First Supplemental Indenture, dated as of June 1, 1995 (as so 
supplemented, herein called the "Indenture"), between the Company and First 
Union National Bank of Georgia, as Trustee (herein called the "Trustee," 
which term includes any successor trustee under the Indenture with respect to
the series of which this Security is a part), to which Indenture and all 
indentures supplemental thereto reference is hereby made for a statement of 
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of 
the terms upon which the Securities are, and are to be, authenticated and 
delivered.  This Security is one of the series designated on the first page 
hereof, limited in aggregate principal amount to $50,000,000.

     Securities of this series may be redeemed at any time at the option of the 
Company, in whole or in part, upon notice of not more than 60 nor less than 30 
days prior to the Redemption Date, at a redemption price equal to the sum of 
(i) the principal amount of the Securities being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with 
respect to such Securities.

     "Make-Whole Amount" means, in connection with any optional redemption or 
accelerated payment of any Security, the excess, if any, of (i) the aggregate 
present value as of the date of such redemption or accelerated payment of 
each dollar of principal being redeemed or paid and the amount of interest 
(exclusive of interest accrued to the date of redemption or accelerated 
payment) that would have been payable in respect of such dollar if such 
redemption or accelerated payment had not been made, determined by 
discounting, on a semi-annual basis, such principal and interest at the 
Reinvestment Rate (determined on the third Business Day preceding the date 
such notice of redemption is given or declaration of acceleration is made) 
from the respective dates on which such principal and interest would have 
been payable if such redemption or accelerated payment had not been made, 
over (ii) the aggregate principal amount of the Securities being redeemed or 
paid.

     "Reinvestment Rate" means .25% (twenty-five one hundredths of one percent) 
plus the arithmetic mean of the yields under the respective headings "This 
Week" and "Last Week" published in the Statistical Release under the caption 
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the 
principal being redeemed or paid.  If no maturity exactly corresponds to such 
maturity, yields for the two published maturities most closely corresponding 
to such maturity shall be calculated pursuant to the immediately preceding 
sentence and the Reinvestment Rate shall be interpolated or extrapolated from 
such yields on a straight-line basis, rounding in each of such relevant periods 
to the nearest month.  For purposes of calculating the Reinvestment Rate, the 
most recent Statistical Release published prior to the date of determination of
the Make-Whole Amount shall be used.

     "Statistical Release" means the statistical release designated "H.15(519)" 
or any successor publication which is published weekly by the Federal Reserve 
System and which establishes yields on actively traded United States 
government securities adjusted to constant maturities or, if such statistical 
release is not published at the time of any determination under the 
Indenture, then such other reasonably comparable index which shall be 
designated by the Company.

     The Indenture contains provisions for defeasance at any time of (a) the 
entire indebtedness of the Company on this Security and (b) certain 
restrictive covenants and the related defaults and Events of Default
applicable to the Company, in each case, upon compliance by the Company with 
certain conditions set forth in the Indenture, which provisions apply to this 
Security.

     If any Event of Default with respect to Securities of this series shall 
occur and be continuing, the principal of, and the Make-Whole Amount, if any, 
on the Securities of this series may be declared due and payable in the manner 
and with the effect provided in the Indenture.

     As provided in and subject to the provisions of the Indenture, the Holder 
of this Security shall not have the right to institute any proceeding with 
respect to the Indenture or for the appointment of a receiver or trustee or 
for any other remedy thereunder, unless such Holder shall have previously given 
the Trustee written notice of a continuing Event of Default with respect to the 
Securities of this series, the Holders of not less than 25% in principal 
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such 
Event of Default as Trustee, offered the Trustee reasonable indemnity, and 
the Trustee shall not have received from the Holders of a majority in 
principal amount of Securities of this series at the time Outstanding a 
direction inconsistent with such request, and the Trustee shall have failed 
to institute any such proceeding, for 60 days after receipt of such notice, 
request and offer of indemnity.  The foregoing shall not apply to any suit 
instituted by the Holder of this Security for the enforcement of any payment 
of principal hereof (and premium or Make-Whole Amount, if any)or any interest 
on and any Additional Amounts in respect thereof on or after the respective 
due dates expressed herein.

     The Indenture permits, with certain exceptions as therein provided, the 
amendment thereof and the modification of the rights and obligations of the 
Company and the rights of the Holders of the Securities of each series to be 
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the 
Securities of each series at the time Outstanding affected thereby.  The 
Indenture also contains provisions permitting the Holders of specified 
percentages in principal amount of the Securities of each series at the time 
Outstanding, on behalf of the Holders of all Securities of such series, to 
waive compliance by the Company with certain provisions of the Indenture and 
certain past defaults under the Indenture and their consequences.  Any such 
consent or waiver by the Holder of this Security shall be conclusive and 
binding upon such Holder and upon all future Holders of this Security and of 
any Security issued upon the registration of transfer hereof or in exchange 
herefor or in lieu hereof, whether or not notation of such consent or waiver is 
made upon this Security.

     No reference herein to the Indenture and no provision of this Security or 
of the Indenture shall alter or impair the obligation of the Company, which is 
absolute and unconditional, to pay the principal of, Make-Whole Amount, if 
any, and interest on this Security at the times, place and rate, and in the 
coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein 
set forth, the transfer of this Security is registrable in the Security 
Register, upon surrender of this Security for registration of transfer at the 
office or agency of the Company in any Place of Payment where the principal 
of,  Make-Whole Amount, if any, and interest on this Security are payable, duly 
endorsed by, or accompanied by a written instrument of transfer in form 
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or 
more new Securities of this series, of authorized denominations and for the 
same aggregate principal amount, will be issued to the designated transferee or 
transferees.

     The Securities of this series are issuable only in registered form without 
coupons in denominations of $1,000 and any integral multiple thereof.  As 
provided in the Indenture and subject to certain limitations therein set 
forth, Securities of this series are exchangeable for a like aggregate 
principal amount of Securities of this series of a different authorized 
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or 
exchange, but the Company may require payment of a sum sufficient to cover any 
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, 
the Company, the Trustee and any agent of the Company or the Trustee may 
treat the Person in whose name this Security is registered as the owner 
hereof for all purposes, whether or not this Security be overdue, and neither 
the Company, the Trustee nor any such agent shall be affected by notice to 
the contrary.

     No recourse under or upon any obligation, covenant or agreement contained 
in the Indenture or in this Security, or because of any indebtedness evidenced 
thereby, shall be had against any promoter, as such or, against any past, 
present or future stockholder, officer or director, as such, of the Company 
or of any successor, either directly or through the Company or any successor, 
under any rule of law, statute or constitutional provision or by the 
enforcement of any assessment or by any legal or equitable proceeding or 
otherwise, all such liability being expressly waived and released by the 
acceptance of this Security by the Holder thereof and as part of the 
consideration for the issue of the Securities of this series.

     All terms used in this security which are defined in the Indenture shall 
have the meanings assigned to them in the Indenture.

     THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
     GEORGIA.

     Pursuant to a recommendation promulgated by the Committee on Uniform 
Security Identification Procedures, the Company has caused "CUSIP" numbers to 
be printed on the Securities of this series as convenience to the Holders of 
such Securities.  No representation is made as to the correctness or accuracy
of such CUSIP numbers as printed on the Securities, and reliance may be placed 
only on the other identification numbers printed hereon.

     Unless the certificate of authentication hereon has been executed by or on 
behalf of the Trustee by manual signature, this Security shall not be entitled 
to any benefit under the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed under its corporate seal.

Date:  July 28, 1997




MERRY LAND & INVESTMENT
COMPANY, INC.




By:            /s/
- -----------------------------------------
Name:       W. Tennent Houston
Title:          President


Attest:




By:      /s/
- -----------------------------------------
Name:    Mark S. Burgreen
Title:   Assistant Secretary




[SEAL]

Dated:  July 28, 1997


             TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

     This is one of the Securities of the series designated therein referred to 
in the within-mentioned Indenture.


FIRST UNION NATIONAL BANK, as
Trustee




By:   /s/

- --------------------------
Authorized Officer

EX-5

            [Letterhead of Hull, Towill, Norman & Barrett, P.C.]


                                July 28, 1997


MERRY LAND & INVESTMENT COMPANY, INC.
624 Ellis Street
Augusta, GA  30901

     RE:  MERRY LAND & INVESTMENT COMPANY, INC.: Public Offering of
          $50,000,000 principal amount at maturity of 6.90% Notes due 2007
          (the "Offering")

Ladies and Gentlemen:

     We have acted as counsel to Merry Land & Investment Company, Inc.
(the "Company") in connection with the referenced Offering with respect to
the proposed sale of up to $50,000,000 principal amount at maturity of
6.90% Notes due 2007 (the "Notes").

     We are familiar with the articles of incorporation, as amended, and
by-laws of the Company, the Prospectus Supplement dated July 23, 1997 filed
with Registration Statement #33-65067 (the "Prospectus Supplement"), and
have examined such additional records and public documents as we have
deemed necessary for the opinion hereinafter expressed.

     Based upon the foregoing, we are of the opinion that:

     1.   The Company is a corporation duly organized, existing and in good
standing under the laws of the State of Georgia.

     2.   All proceedings necessary to authorize the offering of the Notes
have been taken.

     3.   The Notes has been duly authorized, and when executed and
authenticated in accordance with the terms of the Indenture and
Supplemental Indenture and delivered to and paid for by the Underwriter in
accordance with the terms of the Underwriting Agreement between the Company
and J.P. Morgan Securities Inc., BT Securities Corporation and First Union
Capital Markets Corp. dated July 23, 1997, will constitute valid and
binding obligations of the Company entitled to the benefits provided by the
Indenture and Supplemental Indenture, enforceable in accordance with their
terms, except that the enforceability thereof may be limited by or subject
to (a) bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium or other similar laws now or hereafter existing which affect the
rights and remedies of creditors generally and (b) equitable principles of
general applicability;

     We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K filed with respect to the Offering and reference to this opinion
in the Prospectus Supplement.


                              /S/
                              HULL, TOWILL, NORMAN
                              & BARRETT, P.C.

EX-8

            [Letterhead of Hull, Towill, Norman & Barrett, P.C.]


                                July 28, 1997






MERRY LAND & INVESTMENT COMPANY, INC.
624 Ellis Street
Augusta, GA 30901

     RE:  MERRY LAND & INVESTMENT COMPANY, INC.: Public Offering of
          $50,000,000 principal amount at maturity of 6.90% Notes due 2007
          (the "Offering")

Ladies and Gentlemen:

     We have acted as counsel to Merry Land & Investment Company, Inc.
(the "Company") in connection with the referenced Offering with respect to
the proposed sale of up to $50,000,000 principal amount at maturity of
6.90% Notes due 2007 (the "Debt Securities").

     We are familiar with the articles of incorporation, as amended, and
by-laws of the Company and have examined such additional records and public
documents as we have deemed necessary for the opinion hereinafter
expressed. We have been counsel to the Company for many years and are
generally familiar with its affairs. Where facts have not been
independently verified, we have relied upon statements of the Company's
officers, certificates of public officials, and records of the Company.

     In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including without limitation the
Company's Registration Statement on Form S-3 (File #33-65067) and the
amendments thereto, the Prospectus Supplement dated July 23, 1997, the
Company's federal income tax returns for the taxable periods to which our
opinion relates, and Company-prepared schedules which relate to the
Company's compliance with various real estate investment trust ("REIT")
qualification tests. In our examination of documents, we have assumed, with
your consent, that all documents submitted to us are authentic originals,
or if submitted as photocopies, that they faithfully reproduce the
originals thereof, that all such documents have been or will be duly
executed to the extent required, that all representations and statements
set forth in such documents are true and correct, and that all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms. We have also
obtained such additional information and representations as we have deemed
relevant and necessary through consultation with the officers of the
Company and with the Company's independent public accountants.

     In rendering our opinion, we have assumed that during the relevant
taxable periods all persons who were required under the Securities and
Exchange Act of 1934 to file or amend Schedules 13D and 13G with respect to
the Company's outstanding shares appropriately made such filings and that
the Company was duly apprised of all such filings.

     Based upon the foregoing, we are of the opinion that:

     1.   The Company met the requirements for qualification and taxation
as a REIT for the taxable years 1990 - 1996.

     2.   The Company's diversity of stock ownership and proposed method of
operation should allow it to qualify as a REIT for 1997.

     3.   The discussion contained in that portion of the Company's
Prospectus Supplement dated July 23, 1997 to that Prospectus filed with
Registration Statement #33-65067 (the "Prospectus Supplement") under the
caption "Certain Federal Income Tax Considerations to the Company of its
REIT Election" accurately reflects existing law and fairly addresses the
material federal income tax issues described therein. Such discussion is
hereby incorporated herein by this reference.

     The opinions expressed herein are based upon the Code, the U.S.
Treasury Regulations promulgated thereunder, current administrative
positions of the U.S. Internal Revenue Service, and existing judicial
decisions, any of which could be changed at any time, possibly on a
retroactive basis. Any such changes could adversely affect the opinions
rendered herein and the tax consequences to the Company and the investors
in the Debt Securities. In addition, as noted above, our opinions are based
solely on the documents that we have examined, the additional information
that we have obtained, and the representations that have been made to us,
and cannot be relied upon if any of the facts contained in such documents
or in such additional information is, or later becomes, inaccurate or if
any of the representations made to us is, or later becomes, inaccurate. No
facts have come to our attention which lead us to believe that we are not
justified in relying upon such representations.

     Finally, our opinion is limited to the tax matters specifically
covered thereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of an investment in the Debt
Securities.

     We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K filed with respect to the Offering.



                              /S/
                              HULL, TOWILL, NORMAN
                              & BARRETT, P.C.