<PAGE>
 
    As filed with the Securities and Exchange Commission on October 15, 1996
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           Colonial Properties Trust
             (Exact name of Registrant as specified in its charter)

<TABLE> 
<S>                                     <C>                                                        <C> 
        Alabama                                      2101 Sixth Avenue North                             59-7007599     
(State or other jurisdiction of                             Suite 750                                 (I.R.S. Employer  
incorporation or organization)                      Birmingham, Alabama 35202                      Identification Number)
                                       (Address of principal executive offices) (Zip code)
</TABLE> 

              Colonial Properties Trust 401(k)/Profit Sharing Plan
                            (Full title of the plan)

                                Thomas H. Lowder
                     President and Chief Executive Officer
                           Colonial Properties Trust
                            2101 Sixth Avenue North
                                   Suite 750
                           Birmingham, Alabama  35202
                    (Name and address of agent for service)

                                 (205) 250-8700
         (Telephone number, including area code, of agent for service)

         -------------------------------------------------------------
                                With a copy to:
                             J. Warren Gorrell, Jr.
                                  Alan L. Dye
                             Hogan & Hartson L.L.P.
                          555 Thirteenth Street, N.W.
                            Washington, D.C. 20004
                                 (202) 637-5600
                                        
         -------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION> 
=======================================================================================================================
 Title of securities        Amount to be    Proposed maximum            Proposed maximum                 Amount of       
  to be registered           registered     offering price per share    aggregate offering price     registration fee
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                         <C>                          <C>
Common Shares of
Beneficial Interest, par    400,000(1)           $26.25(2)                   $10,500,000(2)             $3,181.82
value $.01 per share 
=======================================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of
    October 8, 1996 solely for the purpose of calculating the registration fee.
<PAGE>
 
                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               Documents containing the information required to be provided in
     this Part I will be separately sent or given to employees participating in
     the Colonial Properties Trust 401(k)/Profit Sharing Plan (the "Plan"), as
     contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended
     (the "Securities Act").  In accordance with the instructions to Part I of
     Form S-8, such documents will not be filed with the Securities and Exchange
     Commission (the "Commission") either as part of this Registration Statement
     or as prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

               Colonial Properties Trust (the "Company") hereby incorporates by
     reference into this Registration Statement the following documents:

               (a)   The Company's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1995;

               (b)   The Company's current report on Form 8-K filed January
                     22, 1996;

               (c)   The Company's current report on Form 8-K filed July 22,
                     1996;

               (d)   All reports filed by the Company with the Commission
                     under Section 13(a) or 15(d) of the Securities Exchange Act
                     of 1934, as amended (the "Exchange Act"), since December
                     31, 1995;

               (e)   The description of the Company's common stock contained
                     in the Company's Post-Effective Amendment to Registration
                     Statement on Form S-3 filed with the Commission and which
                     became effective on December 21, 1995 (Reg. No. 33-89612);
                     and

               (f)   All documents subsequently filed by the Company pursuant
                     to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act,
                     prior to the filing of a post-effective amendment which
                     indicates that all securities offered have been sold or
                     which deregisters all securities remaining unsold.

               The Plan hereby incorporates by reference into this Registration
     Statement all documents subsequently filed by the Plan pursuant to Section
     13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
     post-effective amendment which indicates that all securities offered have
     been sold or which deregisters all securities remaining unsold.

               Any statement contained in a document incorporated or deemed to
     be incorporated by reference shall be deemed to be modified or superseded
     to the extent that a statement contained in any other subsequently filed
     document which also is or is deemed to be incorporated by reference herein
     modifies or supersedes such prior statement.  The documents required to be
     so modified or superseded shall not be deemed to constitute a part of this
     Registration Statement, except as so modified or superseded.

                                      -2-
<PAGE>
 
               To the extent that any proxy statement is incorporated by
     reference herein, such incorporation shall not include any information
     contained in such proxy statement which is not, pursuant to the
     Commission's rules, deemed to be "filed" with the Commission or subject to
     the liabilities of Section 18 of the Exchange Act.

     Item 4.   Description of Securities.

               A description of the Company's common shares of beneficial
     interest, par value $ .01 per share, is incorporated by reference under
     Item 3.

     Item 5.   Interests of Named Experts and Counsel.

               Not applicable.

     Item 6.   Indemnification of Directors and Officers.

               (a) Section 8.4 of the Company's Declaration of Trust, entitled
     "Indemnification," and Article XII of the Company's Bylaws, entitled
     "Indemnification," are set forth as Exhibits 4.2 and 4.3, respectively, to
     this registration statement and incorporated herein by reference.

               (b) Sections 10-2B-8.50 to 10-2B-8.58, inclusive, Code of 
     Alabama, 1975, entitled "Division E. Indemnification," are set forth as
     Exhibit 99.1 to this registration statement and incorporated herein by
     reference.

               (c) The Company has in effect a policy of liability insurance
     covering its trustees and officers.

     Item 7.   Exemption from Registration Claimed.

               Not applicable.

     Item 8.   Exhibits.

     Exhibit
     Number                   Description
     ------                   -----------

     4.1       The Colonial Properties Trust 401(k)/Profit Sharing Plan, effec-
               tive as of February 15, 1995, and Amendment No. 1 to such Plan,
               effective as of December 27, 1995

     4.2       Section 8.4 of the Company's Declaration of Trust

     4.3       Article XII of the Company's Bylaws

     5.1       Internal Revenue Service letter of determination, dated June 25,
               1996, concerning the Plan's qualification under Section 401 of 
               the Internal Revenue Code

     23.1      Consent of Coopers & Lybrand L.L.P.
     
     23.2      Awareness Letter of Coopers & Lybrand L.L.P.

     24.1      Power of Attorney (contained on page 7 of this Registration 
               Statement)

     99.1      Sections 10-2B-8.50 to 10-2B-8.58 of the Code of Alabama, 1975

                                      -3-
<PAGE>
 
     Item 9.   Undertakings.

               (a)  The undersigned Registrant hereby undertakes:

                    (1)   To file, during any period in which offers or sales
                    are being made, a post-effective amendment to this
                    Registration Statement:

                          (i)    To include any prospectus required by Section
                                 10(a)(3) of the Securities Act;

                          (ii)   To reflect in the prospectus any facts or
                                 events arising after the effective date of the
                                 Registration Statement (or the most recent 
                                 post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in the Registration Statement;

                          (iii)  To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in the Registration
                                 Statement or any material change to such
                                 information in the Registration Statement;

                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Registrant pursuant to Section
                    13 or Section 15(d) of the Exchange Act that are
                    incorporated by reference in this Registration Statement.

                    (2)    That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective amendment
                    shall be deemed to be a new Registration Statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

                    (3)    To remove from registration by means of a post-
                    effective amendment any of the securities being registered
                    which remain unsold at the termination of the offering.

               (b)  The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act, each filing of the Registrant's annual report pursuant
                    to Section 13(a) or Section 15(d) of the Exchange Act and
                    each filing of the Plan's annual report pursuant to Section
                    15(d) of the Exchange Act that is incorporated by reference
                    in this Registration Statement shall be deemed to be a new
                    Registration Statement relating to the securities offered
                    therein, and the offering of such securities at that time
                    shall be deemed to be the initial bona fide offering
                    thereof.

               (h)  Insofar as indemnification for liabilities arising under the
                    Securities Act may be permitted to trustees, officers, and
                    controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant of the
                    expenses incurred or paid by a trustee, officer or
                    controlling person of the 

                                      -4-
<PAGE>
 
                    Registrant of the successful defense of any action, suit or
                    proceeding) is asserted by such trustee, officer or
                    controlling person in connection with the securities being
                    registered, the Registrant will, unless in the opinion of
                    counsel the matter has been settled by controlling
                    precedent, submit to a court of appropriate jurisdiction the
                    question whether such indemnification by it is against
                    public policy as expressed in the Securities Act and will be
                    governed by the final adjudication of such issue.

                                      -5-
<PAGE>
 
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, the Company
     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 Birmingham, State of Alabama on
     October 15, 1996.


                                        Colonial Properties Trust
 


                                        By: /s/ Thomas H. Lowder
                                            --------------------
                                            Thomas H. Lowder
                                            President, Chief Executive Officer 
                                            and Chairman of the Board


               Pursuant to the requirements of the Securities Act of 1933,
     Colonial Properties Services, Inc., plan administrator of the Colonial
     Properties Trust 401(k)/Profit Sharing Plan, has duly caused this
     registration statement to be signed on behalf of the Plan by the
     undersigned, thereunto duly authorized, in the City of Birmingham, State of
     Alabama, on October 15, 1996.

                                        Colonial Properties Trust 401(k)/Profit
                                        Sharing Plan

                                        By: Colonial Properties Services, Inc.,
                                            Plan Administrator


                                        By: /s/ Thomas H. Lowder
                                            --------------------
                                            Thomas H. Lowder
                                            President, Chief Executive Officer 
                                            and Chairman of the Board
 

                                      -6-
<PAGE>
 
                               POWER OF ATTORNEY

               We, the undersigned directors and officers of Colonial Properties
     Trust, do hereby constitute and appoint Thomas H. Lowder and Douglas B.
     Nunnelley, and each and either of them, our true and lawful attorneys-in-
     fact and agents, to do any and all acts and things in our names and our
     behalf in our capacities as directors and officers and to execute any and
     all instruments for us and in our name in the capacities indicated below,
     which said attorneys and agents, or either of them, may deem necessary or
     advisable to enable said Corporation to comply with the Securities Act of
     1933 and any rules, regulations and requirements of the Securities and
     Exchange Commission, in connection with this registration statement, or any
     registration statement for this offering that is to be effective upon
     filing pursuant to Rule 462(b) under the Securities Act of 1933, including
     specifically, but without limitation, any and all amendments (including
     post-effective amendments) hereto; and we hereby ratify and confirm all
     that said attorneys and agents, or either of them, shall do or cause to be
     done by virtue thereof.

             Pursuant to the requirements of the Securities Act, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.

        SIGNATURE                   TITLE                            DATE
        ---------                   -----                            ----


     /s/ Thomas H. Lowder      President, Chief Executive Officer    October
     --------------------      and Chairman of the Board             15, 1996 
     Thomas H. Lowder            



     /s/ Douglas B. Nunnelley  Senior Vice President and             October 
     ------------------------  Chief Financial Officer               15, 1996 
     Douglas B. Nunnelley      (Principal Financial Officer) 
                                 



     /s/ Kenneth E. Howell     Vice President and Controller         October 
     ---------------------     (Principal Accounting Officer)        15, 1996 
     Kenneth E. Howell 
                                              



     /s/ James K. Lowder       Trustee                               October 
     -------------------                                             15, 1996 
     James K. Lowder



     /s/ Carl F. Bailey        Trustee                               October 
     ------------------                                              15, 1996
     Carl F. Bailey



     /s/ M. Miller Gorrie      Trustee                               October 
     --------------------                                            15, 1996
     M. Miller Gorrie

                                      -7-
<PAGE>
 
     /s/ Donald T. Senterfitt      Trustee                   October 15, 1996
     ------------------------                                                
     Donald T. Senterfitt



     /s/ Claude B. Nielsen         Trustee                   October 15, 1996
     ---------------------                                                   
     Claude B. Nielsen



     /s/ Harold W. Ripps           Trustee                   October 15, 1996
     -------------------                                                     
     Harold W. Ripps



     /s/ Herbert A. Meisler        Trustee                   October 15, 1996
     ----------------------                                                  
     Herbert A. Meisler

                                      -8-
<PAGE>
 
                                 EXHIBIT INDEX

     Exhibit
     Number                   Description
     ------                   -----------

     4.1      The Colonial Properties Trust 401(k)/Profit Sharing Plan,
              effective as of February 15, 1995, and Amendment No. 1, 
              effective as of December 27, 1995, to such Plan

     4.2      Section 8.4 of the Company's Declaration of Trust

     4.3      Article XII of the Company's Bylaws

     5.1      Internal Revenue Service letter of determination, dated June 25,
              1996, concerning the Plan's qualification under Section 401 of the
              Internal Revenue Code

     23.1     Consent of Coopers & Lybrand L.L.P.
     
     23.2     Awareness Letter of Coopers & Lybrand L.L.P.

     24.1     Power of Attorney (contained on page 7 of this Registration
              Statement)

     99.1     Sections 10-2B-8.50 to 10-2B-8.58 of the Code of Alabama, 1975

                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21234}]
{"company-data": {"conformed-name": "COLONIAL PROPERTIES TRUST", "cik": "0000909111", "assigned-sic": "6798", "irs-number": "597007599", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14155", "film-number": "96643670"}, "business-address": {"street1": "2101 SIXTH AVE N STE 750", "city": "BIRMINGHAM", "state": "AL", "zip": "35202", "phone": "2052508810"}, "mail-address": {"street1": "2101 6TH AVE N STE 750", "city": "BIRMINGHAM", "state": "AL", "zip": "35203"}}
As filed with the Securities and Exchange Commission on October 15, 1996
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           Colonial Properties Trust
             (Exact name of Registrant as specified in its charter)
Alabama                                      2101 Sixth Avenue North                             59-7007599     
(State or other jurisdiction of                             Suite 750                                 (I.R.S. Employer  
incorporation or organization)                      Birmingham, Alabama 35202                      Identification Number)
                                       (Address of principal executive offices) (Zip code)
Colonial Properties Trust 401(k)/Profit Sharing Plan
                            (Full title of the plan)

                                Thomas H. Lowder
                     President and Chief Executive Officer
                           Colonial Properties Trust
                            2101 Sixth Avenue North
                                   Suite 750
                           Birmingham, Alabama  35202
                    (Name and address of agent for service)

                                 (205) 250-8700
         (Telephone number, including area code, of agent for service)

         -------------------------------------------------------------
                                With a copy to:
                             J. Warren Gorrell, Jr.
                                  Alan L. Dye
                             Hogan & Hartson L.L.P.
                          555 Thirteenth Street, N.W.
                            Washington, D.C. 20004
                                 (202) 637-5600
                                        
         -------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of securities        Amount to be    Proposed maximum            Proposed maximum                 Amount of       
  to be registered           registered     offering price per share    aggregate offering price     registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest, par    400,000(1)           $26.25(2)                   $10,500,000(2)             $3,181.82
value $.01 per share 
=======================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of
    October 8, 1996 solely for the purpose of calculating the registration fee.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               Documents containing the information required to be provided in
     this Part I will be separately sent or given to employees participating in
     the Colonial Properties Trust 401(k)/Profit Sharing Plan (the "Plan"), as
     contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended
     (the "Securities Act").  In accordance with the instructions to Part I of
     Form S-8, such documents will not be filed with the Securities and Exchange
     Commission (the "Commission") either as part of this Registration Statement
     or as prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

               Colonial Properties Trust (the "Company") hereby incorporates by
     reference into this Registration Statement the following documents:

               (a)   The Company's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1995;

               (b)   The Company's current report on Form 8-K filed January
                     22, 1996;

               (c)   The Company's current report on Form 8-K filed July 22,
                     1996;

               (d)   All reports filed by the Company with the Commission
                     under Section 13(a) or 15(d) of the Securities Exchange Act
                     of 1934, as amended (the "Exchange Act"), since December
                     31, 1995;

               (e)   The description of the Company's common stock contained
                     in the Company's Post-Effective Amendment to Registration
                     Statement on Form S-3 filed with the Commission and which
                     became effective on December 21, 1995 (Reg. No. 33-89612);
                     and

               (f)   All documents subsequently filed by the Company pursuant
                     to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act,
                     prior to the filing of a post-effective amendment which
                     indicates that all securities offered have been sold or
                     which deregisters all securities remaining unsold.

               The Plan hereby incorporates by reference into this Registration
     Statement all documents subsequently filed by the Plan pursuant to Section
     13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
     post-effective amendment which indicates that all securities offered have
     been sold or which deregisters all securities remaining unsold.

               Any statement contained in a document incorporated or deemed to
     be incorporated by reference shall be deemed to be modified or superseded
     to the extent that a statement contained in any other subsequently filed
     document which also is or is deemed to be incorporated by reference herein
     modifies or supersedes such prior statement.  The documents required to be
     so modified or superseded shall not be deemed to constitute a part of this
     Registration Statement, except as so modified or superseded.

                                      -2-
To the extent that any proxy statement is incorporated by
     reference herein, such incorporation shall not include any information
     contained in such proxy statement which is not, pursuant to the
     Commission's rules, deemed to be "filed" with the Commission or subject to
     the liabilities of Section 18 of the Exchange Act.

     Item 4.   Description of Securities.

               A description of the Company's common shares of beneficial
     interest, par value $ .01 per share, is incorporated by reference under
     Item 3.

     Item 5.   Interests of Named Experts and Counsel.

               Not applicable.

     Item 6.   Indemnification of Directors and Officers.

               (a) Section 8.4 of the Company's Declaration of Trust, entitled
     "Indemnification," and Article XII of the Company's Bylaws, entitled
     "Indemnification," are set forth as Exhibits 4.2 and 4.3, respectively, to
     this registration statement and incorporated herein by reference.

               (b) Sections 10-2B-8.50 to 10-2B-8.58, inclusive, Code of 
     Alabama, 1975, entitled "Division E. Indemnification," are set forth as
     Exhibit 99.1 to this registration statement and incorporated herein by
     reference.

               (c) The Company has in effect a policy of liability insurance
     covering its trustees and officers.

     Item 7.   Exemption from Registration Claimed.

               Not applicable.

     Item 8.   Exhibits.

     Exhibit
     Number                   Description
     ------                   -----------

     4.1       The Colonial Properties Trust 401(k)/Profit Sharing Plan, effec-
               tive as of February 15, 1995, and Amendment No. 1 to such Plan,
               effective as of December 27, 1995

     4.2       Section 8.4 of the Company's Declaration of Trust

     4.3       Article XII of the Company's Bylaws

     5.1       Internal Revenue Service letter of determination, dated June 25,
               1996, concerning the Plan's qualification under Section 401 of 
               the Internal Revenue Code

     23.1      Consent of Coopers & Lybrand L.L.P.
     
     23.2      Awareness Letter of Coopers & Lybrand L.L.P.

     24.1      Power of Attorney (contained on page 7 of this Registration 
               Statement)

     99.1      Sections 10-2B-8.50 to 10-2B-8.58 of the Code of Alabama, 1975

                                      -3-
Item 9.   Undertakings.

               (a)  The undersigned Registrant hereby undertakes:

                    (1)   To file, during any period in which offers or sales
                    are being made, a post-effective amendment to this
                    Registration Statement:

                          (i)    To include any prospectus required by Section
                                 10(a)(3) of the Securities Act;

                          (ii)   To reflect in the prospectus any facts or
                                 events arising after the effective date of the
                                 Registration Statement (or the most recent 
                                 post-effective amendment thereof) which,
                                 individually or in the aggregate, represent a
                                 fundamental change in the information set forth
                                 in the Registration Statement;

                          (iii)  To include any material information with
                                 respect to the plan of distribution not
                                 previously disclosed in the Registration
                                 Statement or any material change to such
                                 information in the Registration Statement;

                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Registrant pursuant to Section
                    13 or Section 15(d) of the Exchange Act that are
                    incorporated by reference in this Registration Statement.

                    (2)    That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective amendment
                    shall be deemed to be a new Registration Statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

                    (3)    To remove from registration by means of a post-
                    effective amendment any of the securities being registered
                    which remain unsold at the termination of the offering.

               (b)  The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act, each filing of the Registrant's annual report pursuant
                    to Section 13(a) or Section 15(d) of the Exchange Act and
                    each filing of the Plan's annual report pursuant to Section
                    15(d) of the Exchange Act that is incorporated by reference
                    in this Registration Statement shall be deemed to be a new
                    Registration Statement relating to the securities offered
                    therein, and the offering of such securities at that time
                    shall be deemed to be the initial bona fide offering
                    thereof.

               (h)  Insofar as indemnification for liabilities arising under the
                    Securities Act may be permitted to trustees, officers, and
                    controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant of the
                    expenses incurred or paid by a trustee, officer or
                    controlling person of the 

                                      -4-
Registrant of the successful defense of any action, suit or
                    proceeding) is asserted by such trustee, officer or
                    controlling person in connection with the securities being
                    registered, the Registrant will, unless in the opinion of
                    counsel the matter has been settled by controlling
                    precedent, submit to a court of appropriate jurisdiction the
                    question whether such indemnification by it is against
                    public policy as expressed in the Securities Act and will be
                    governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

               Pursuant to the requirements of the Securities Act, the Company
     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 Birmingham, State of Alabama on
     October 15, 1996.

                                        Colonial Properties Trust
 

                                        By: /s/ Thomas H. Lowder
                                            --------------------
                                            Thomas H. Lowder
                                            President, Chief Executive Officer 
                                            and Chairman of the Board

               Pursuant to the requirements of the Securities Act of 1933,
     Colonial Properties Services, Inc., plan administrator of the Colonial
     Properties Trust 401(k)/Profit Sharing Plan, has duly caused this
     registration statement to be signed on behalf of the Plan by the
     undersigned, thereunto duly authorized, in the City of Birmingham, State of
     Alabama, on October 15, 1996.

                                        Colonial Properties Trust 401(k)/Profit
                                        Sharing Plan

                                        By: Colonial Properties Services, Inc.,
                                            Plan Administrator

                                        By: /s/ Thomas H. Lowder
                                            --------------------
                                            Thomas H. Lowder
                                            President, Chief Executive Officer 
                                            and Chairman of the Board
 

                                      -6-
POWER OF ATTORNEY

               We, the undersigned directors and officers of Colonial Properties
     Trust, do hereby constitute and appoint Thomas H. Lowder and Douglas B.
     Nunnelley, and each and either of them, our true and lawful attorneys-in-
     fact and agents, to do any and all acts and things in our names and our
     behalf in our capacities as directors and officers and to execute any and
     all instruments for us and in our name in the capacities indicated below,
     which said attorneys and agents, or either of them, may deem necessary or
     advisable to enable said Corporation to comply with the Securities Act of
     1933 and any rules, regulations and requirements of the Securities and
     Exchange Commission, in connection with this registration statement, or any
     registration statement for this offering that is to be effective upon
     filing pursuant to Rule 462(b) under the Securities Act of 1933, including
     specifically, but without limitation, any and all amendments (including
     post-effective amendments) hereto; and we hereby ratify and confirm all
     that said attorneys and agents, or either of them, shall do or cause to be
     done by virtue thereof.

             Pursuant to the requirements of the Securities Act, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.

        SIGNATURE                   TITLE                            DATE
        ---------                   -----                            ----

     /s/ Thomas H. Lowder      President, Chief Executive Officer    October
     --------------------      and Chairman of the Board             15, 1996 
     Thomas H. Lowder            

     /s/ Douglas B. Nunnelley  Senior Vice President and             October 
     ------------------------  Chief Financial Officer               15, 1996 
     Douglas B. Nunnelley      (Principal Financial Officer) 
                                 

     /s/ Kenneth E. Howell     Vice President and Controller         October 
     ---------------------     (Principal Accounting Officer)        15, 1996 
     Kenneth E. Howell 
                                              

     /s/ James K. Lowder       Trustee                               October 
     -------------------                                             15, 1996 
     James K. Lowder

     /s/ Carl F. Bailey        Trustee                               October 
     ------------------                                              15, 1996
     Carl F. Bailey

     /s/ M. Miller Gorrie      Trustee                               October 
     --------------------                                            15, 1996
     M. Miller Gorrie

                                      -7-
/s/ Donald T. Senterfitt      Trustee                   October 15, 1996
     ------------------------                                                
     Donald T. Senterfitt

     /s/ Claude B. Nielsen         Trustee                   October 15, 1996
     ---------------------                                                   
     Claude B. Nielsen

     /s/ Harold W. Ripps           Trustee                   October 15, 1996
     -------------------                                                     
     Harold W. Ripps

     /s/ Herbert A. Meisler        Trustee                   October 15, 1996
     ----------------------                                                  
     Herbert A. Meisler

                                      -8-
EXHIBIT INDEX

     Exhibit
     Number                   Description
     ------                   -----------

     4.1      The Colonial Properties Trust 401(k)/Profit Sharing Plan,
              effective as of February 15, 1995, and Amendment No. 1, 
              effective as of December 27, 1995, to such Plan

     4.2      Section 8.4 of the Company's Declaration of Trust

     4.3      Article XII of the Company's Bylaws

     5.1      Internal Revenue Service letter of determination, dated June 25,
              1996, concerning the Plan's qualification under Section 401 of the
              Internal Revenue Code

     23.1     Consent of Coopers & Lybrand L.L.P.
     
     23.2     Awareness Letter of Coopers & Lybrand L.L.P.

     24.1     Power of Attorney (contained on page 7 of this Registration
              Statement)

     99.1     Sections 10-2B-8.50 to 10-2B-8.58 of the Code of Alabama, 1975

                                      -9-