As filed with the Securities and Exchange Commission on May 15, 1997

                                                Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________

                            Gables Residential Trust
             (Exact name of Registrant as specified in its charter)
        
                               Maryland 58-2077868
        (State of incorporation) (I.R.S. Employer Identification Number)

                              2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
  
                          GABLES RESIDENTIAL TRUST
  Second Amended and Restated 1994 Share Option and Incentive Plan, as amended
                            (Full Title of the Plan)

                          ____________________________

                                Marcus E. Bromley
          Chairman of the Board of Trustees and Chief Executive Officer
                            GABLES RESIDENTIAL TRUST
                              2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600


 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                          ____________________________

                                 With copies to:
                             Gilbert G. Menna, P.C.
                            Ettore A. Santucci, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                          _____________________________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Securities      Amount to be        Proposed Maximum         Proposed Maximum          Amount of
  Being Registered      Registered (1)  Offering Price Per Share  Aggregate Offering Price  Registration Fee       
  ----------------      --------------  ------------------------  ------------------------  ----------------  
<S>                     <C>                  <C>                  <C>                           <C>  
  Common Shares of       1,000,000 shares    $25.375 (2)               $25,375,000            $7,690
  Beneficial Interest   

<FN>

(1) Plus such  additional  number of shares as may be  required  pursuant to the
Second Amended and Restated 1994 Share Option and Incentive  Plan, as amended in
the event of a stock dividend,  reverse stock split, split-up,  recapitalization
or other similar event.

(2) This  estimate is based on the  average of the high and low sales  prices on
the New York Stock  Exchange  of the Common  Shares of  Beneficial  Interest  of
Gables Residential Trust on May 13, 1997,  pursuant to Rule 457(c) and (h) under
the Securities Act, solely for purposes of determining the registration fee.
</FN>
</TABLE>
<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------
     Pursuant to General  Instruction E of Form S-8,  Gables  Residential  Trust
(the  "Registrant")  hereby  incorporates  by  reference  the  contents  of  the
Registrant's  Registration  Statement on Form S-8 (No.  33-83054) as  previously
filed with the  Securities  and  Exchange  Commission  on August  18,  1994 (the
"Original Registration  Statement").  This Registration Statement is being filed
to register an additional  1,000,000 shares of the Registrant's Common Shares of
Beneficial  Interest subject to issuance under the  Registrant's  Second Amended
and Restated 1994 Stock Option and Incentive Plan, as amended.

Item 8.  Exhibits.
         ---------
     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this registration statement:

Exhibits
--------

*4.1 Gables  Residential Trust Second Amended and Restated 1994 Share Option and
     Incentive Plan, as amended.
5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
     being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 2 of this registration statement).
_______________________
* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
















                                   Page No. 1
<PAGE>

                                   SIGNATURES
  
   Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on  Form S-8  and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, Georgia on May 13, 1997.

                                         GABLES RESIDENTIAL TRUST


                                         By:  /s/  Marcus E. Bromley           
                                            ----------------------------------
                                            Marcus E. Bromley
                                            Chairman of the Board of Trustees
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
trustees of Gables  Residential  Trust  hereby  severally  constitute  Marcus E.
Bromley,  John T.  Rippel and Marvin R. Banks, Jr., and each of them singly, our
true and lawful  attorneys with full power to them, and each of them singly,  to
sign for us and in our names in the capacities indicated below, the Registration
Statement  filed  herewith  and  any  and all  amendments  to said  Registration
Statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities as officers and trustees to enable Gables Residential Trust to comply
with the provisions of the Securities  Act of 1933 and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.
  
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
            Signature                                 Capacity                                    Date
            ---------                                 --------                                    ----
          
<S>                                                     <C>                                        <C>

      /s/ Marcus E. Bromley                 Chairman of the Board of Trustees                May 13, 1997
      -----------------------               and Chief Executive Officer
      Marcus E. Bromley                     (Principal Executive Officer)
                                          


      /s/ Marvin R. Banks, Jr.              Chief Financial Officer (Principal Financial     May 13, 1997
     ------------------------               (Officer and Principal Accounting Officer)
     Marvin R. Banks, Jr.                   


      /s/ John T. Rippel                    President, Chief Operating Officer               May 13, 1997
     ------------------------               and Trustee
     John T. Rippel                         


      /s/ David M. Holland                  Trustee                                          May 13, 1997
     ------------------------
     David M. Holland


      /s/ Peter D. Linneman                 Trustee                                          May 13, 1997
     -----------------------   
     Peter D. Linneman


     /s/ Lauralee E. Martin                 Trustee                                          May 13, 1997
     -----------------------  
     Lauralee E. Martin


      /s/ John W. McIntyre                  Trustee                                          May 13, 1997
      ----------------------
     John W. McIntyre
</TABLE>


                                   Page No. 2
<PAGE>


                                                          EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

*4.1 Gables Residential Trust Second Amended and Restated 1994 Share Option and
     Incentive Plan, as amended.
5.1  Opinion of Goodwin,  Procter & Hoar LLP as to the legality of the 
     securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 2 of this registration statement).

* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.


















                                   Page No. 3
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10057}]
{"company-data": {"conformed-name": "GABLES RESIDENTIAL TRUST", "cik": "0000913782", "assigned-sic": "6798", "irs-number": "582077868", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27177", "film-number": "97608216"}, "business-address": {"street1": "2859 PACES FERRY RD", "street2": "OVERLOOK III STE 1450", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7704364600"}, "mail-address": {"street1": "2859 PACES FERRY RD", "street2": "STE 1450", "city": "ATLANTA", "state": "GA", "zip": "30339"}, "former-company": {"former-conformed-name": "GABLES PROPERTIES TRUST", "date-changed": "19931020"}}
As filed with the Securities and Exchange Commission on May 15, 1997

                                                Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________

                            Gables Residential Trust
             (Exact name of Registrant as specified in its charter)
        
                               Maryland 58-2077868
        (State of incorporation) (I.R.S. Employer Identification Number)

                              2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
  
                          GABLES RESIDENTIAL TRUST
  Second Amended and Restated 1994 Share Option and Incentive Plan, as amended
                            (Full Title of the Plan)

                          ____________________________

                                Marcus E. Bromley
          Chairman of the Board of Trustees and Chief Executive Officer
                            GABLES RESIDENTIAL TRUST
                              2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                          ____________________________

                                 With copies to:
                             Gilbert G. Menna, P.C.
                            Ettore A. Santucci, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                          _____________________________

                         CALCULATION OF REGISTRATION FEE
Title of Securities      Amount to be        Proposed Maximum         Proposed Maximum          Amount of
  Being Registered      Registered (1)  Offering Price Per Share  Aggregate Offering Price  Registration Fee       
  ----------------      --------------  ------------------------  ------------------------  ----------------
Common Shares of       1,000,000 shares    $25.375 (2)               $25,375,000            $7,690
  Beneficial Interest
(1) Plus such  additional  number of shares as may be  required  pursuant to the
Second Amended and Restated 1994 Share Option and Incentive  Plan, as amended in
the event of a stock dividend,  reverse stock split, split-up,  recapitalization
or other similar event.

(2) This  estimate is based on the  average of the high and low sales  prices on
the New York Stock  Exchange  of the Common  Shares of  Beneficial  Interest  of
Gables Residential Trust on May 13, 1997,  pursuant to Rule 457(c) and (h) under
the Securities Act, solely for purposes of determining the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ------------------------------------------------
     Pursuant to General  Instruction E of Form S-8,  Gables  Residential  Trust
(the  "Registrant")  hereby  incorporates  by  reference  the  contents  of  the
Registrant's  Registration  Statement on Form S-8 (No.  33-83054) as  previously
filed with the  Securities  and  Exchange  Commission  on August  18,  1994 (the
"Original Registration  Statement").  This Registration Statement is being filed
to register an additional  1,000,000 shares of the Registrant's Common Shares of
Beneficial  Interest subject to issuance under the  Registrant's  Second Amended
and Restated 1994 Stock Option and Incentive Plan, as amended.

Item 8.  Exhibits.
         ---------
     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this registration statement:

Exhibits
--------

*4.1 Gables  Residential Trust Second Amended and Restated 1994 Share Option and
     Incentive Plan, as amended.
5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
     being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 2 of this registration statement).
_______________________
* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.

                                   Page No. 1
SIGNATURES
  
   Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on  Form S-8  and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, Georgia on May 13, 1997.

                                         GABLES RESIDENTIAL TRUST

                                         By:  /s/  Marcus E. Bromley           
                                            ----------------------------------
                                            Marcus E. Bromley
                                            Chairman of the Board of Trustees
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
trustees of Gables  Residential  Trust  hereby  severally  constitute  Marcus E.
Bromley,  John T.  Rippel and Marvin R. Banks, Jr., and each of them singly, our
true and lawful  attorneys with full power to them, and each of them singly,  to
sign for us and in our names in the capacities indicated below, the Registration
Statement  filed  herewith  and  any  and all  amendments  to said  Registration
Statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities as officers and trustees to enable Gables Residential Trust to comply
with the provisions of the Securities  Act of 1933 and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.
  
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                                 Capacity                                    Date
            ---------                                 --------                                    ----
/s/ Marcus E. Bromley                 Chairman of the Board of Trustees                May 13, 1997
      -----------------------               and Chief Executive Officer
      Marcus E. Bromley                     (Principal Executive Officer)
                                          

      /s/ Marvin R. Banks, Jr.              Chief Financial Officer (Principal Financial     May 13, 1997
     ------------------------               (Officer and Principal Accounting Officer)
     Marvin R. Banks, Jr.                   

      /s/ John T. Rippel                    President, Chief Operating Officer               May 13, 1997
     ------------------------               and Trustee
     John T. Rippel                         

      /s/ David M. Holland                  Trustee                                          May 13, 1997
     ------------------------
     David M. Holland

      /s/ Peter D. Linneman                 Trustee                                          May 13, 1997
     -----------------------   
     Peter D. Linneman

     /s/ Lauralee E. Martin                 Trustee                                          May 13, 1997
     -----------------------  
     Lauralee E. Martin

      /s/ John W. McIntyre                  Trustee                                          May 13, 1997
      ----------------------
     John W. McIntyre
Page No. 2
EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

*4.1 Gables Residential Trust Second Amended and Restated 1994 Share Option and
     Incentive Plan, as amended.
5.1  Opinion of Goodwin,  Procter & Hoar LLP as to the legality of the 
     securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 2 of this registration statement).

* Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.

                                   Page No. 3