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<title>As filed with the Securities and Exchange Commission on February 28</title>
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<p align="center"><font size="2">   As filed with the Securities and Exchange Commission on
March 31, 2003</font></p>

<p align="center"><font size="2">   <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Registration Statement No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</font></p>

<p align="center"><font size="2">
                       SECURITIES AND EXCHANGE COMMISSION<br>
                             Washington, D.C. 20549<br>
                       _________________________________<br>
</font><b>                                    <font size="3">                                    FORM S-8<br>
</font>
</b><font size="3">                             REGISTRATION STATEMENT<br>
                                     UNDER<br>
                           THE SECURITIES ACT OF 1933<br>
</font>_________________________________<br>
<font size="3"><b>                            GABLES RESIDENTIAL TRUST</b><br>
</font>
<font size="2">             (Exact Name of Registrant as Specified in Its Charter)</font></p>
<div align="center">
  <center>
  <table border="1" width="100%" bordercolor="#FFFFFF">
    <tr>
      <td width="50%" align="center" valign="top"><font size="1">Maryland<br>
        (State or Other Jurisdiction of<br>
        Incorporation or Organization)</font></td>
      <td width="50%" align="center" valign="top"><font size="1">58-2077868<br>
        (I.R.S. Employer Identification No.)</font></td>
    </tr>
  </table>
  </center>
</div>
<p align="center">
<font size="2">777 Yamato Road<br>
&nbsp;Suite 510<br>
Boca Raton, Florida 33431<br>
(561) 997-9700<br>
</font><font size="1">
                    (Address of Principal Executive Offices)<br>
                    <br>
</font>
<font size="3"><b>
                            Restricted Share Awards</b></font>
<font size="2">             <br>
</font><font size="1">
                              (Full Title of Plan)<br>
</font>
<b><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></b>
<font size="2">
<b>
<br>
</b>
                                Chris D. Wheeler<br>
                     President and Chief Executive Officer<br>
                            Gables Residential Trust<br>
777 Yamato Road<br>
Suite 510<br>
Boca Raton, Florida 33431<br>
(561) 997-9700<br>
</font><font size="1">(Name, Address and Telephone Number of Agent For Service)<br>
</font>
<font size="2">
                  ____________________________________________<br>
                                With a copy to:<br>
                             Gilbert G. Menna, P.C.<br>
                            Ettore A. Santucci, P.C.<br>
                              Goodwin Procter&nbsp; LLP<br>
                                 Exchange Place<br>
                        Boston, Massachusetts 02109-2881<br>
                                 (617) 570-1000<br>
<br>
                        CALCULATION OF REGISTRATION FEE</font></p>
<div align="center">
  <center>
  <table border="1" width="98%" bordercolor="#000000">
    <tr>
      <td width="91%" valign="bottom">
        <p align="center"><font size="1">Title of Securities To Be Registered</font></td>
      <td width="38%" valign="bottom">
        <p align="center"><font size="1">Amount To Be&nbsp;<br>
        Registered (1)</font></td>
      <td width="67%" valign="bottom">
        <p align="center"><font size="1">Proposed Maximum Offering Price Per
        Share</font></td>
      <td width="70%" valign="bottom">
        <p align="center"><font size="1">Proposed Maximum Aggregate Offering
        Price</font></td>
      <td width="66%" valign="bottom">
        <p align="center"><font size="1">Amount of&nbsp;<br>
        Registration Fee</font></td>
    </tr>
    <tr>
      <td width="91%">
        <p align="center"><font size="1">Common Shares of Beneficial Interest,
        par value $.01 per share</font></td>
      <td width="38%">
        <p align="center"><font size="1">46,692</font></td>
      <td width="67%">
        <p align="center"><font size="1">$26.99 (2)</font></td>
      <td width="70%">
        <p align="center"><font size="1">$1,260,217.08</font></td>
      <td width="66%">
        <p align="center"><font size="1">$101.95</font></td>
    </tr>
  </table>
  </center>
</div>
<p align="left"><font size="2">(1)  This Registration  Statement also relates to such  indeterminate  number of
additional shares as may be required pursuant to the restricted share award agreements in the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.<br>
<br>
(2)  This estimate is made pursuant to Rule 457(h) under the  Securities  Act of
1933,  solely for the  purposes  of determining the  registration fee and is based upon the average of the high
and low sale prices of the common  shares as reported on the New York Stock Exchange on
March 25, 2003.<br>
</font></p>
<hr>
<p align="center"><b>                                    PART II<br>
<br>
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>
<p align="left"><font size="2">Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Incorporation of Certain Documents by Reference.</u><br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Gables  Residential  Trust  (the  "Registrant")   hereby   incorporates  by
reference  the following  documents  which have  previously  been filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934.
</font></p>
<div align="center">
  <center>
  <table border="1" width="93%" bordercolor="#FFFFFF">
    <tr>
      <td width="4%" align="left" valign="top"><font size="2">(a)</font></td>
      <td width="96%" valign="top"><font size="2">  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended&nbsp;
December 31, 2002; and
</font></td>
    </tr>
    <tr>
      <td width="4%" align="left" valign="top"><font size="2">(b)</font></td>
      <td width="96%" valign="top"><font size="2">  The  description  of  the  Registrant's  common  shares  contained  in  its
Registration  Statement on Form 8-A, filed with the Commission on November 23,  1993,  as  amended,  under  Section  12 of the
        Securities  Exchange  Act of 1934  and any
amendments and reports filed for the purpose of updating that description.
</font></td>
    </tr>
  </table>
  </center>
</div>
<p align="left"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a statement  contained herein or in any subsequently  filed document
which also is  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.<br>
<br>
Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description of Securities.</u><br>
<br>
<br>
     Not Applicable.<br>
<br>
<br>
Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Interests of Named Experts and Counsel.</u><br>
<br>
<br>
     Not Applicable.<br>
<br>
<br>
Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Indemnification of Trustees and Officers.</u><br>
<br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The  Registrant's  declaration  of trust and the  partnership  agreement of
Gables Realty Limited Partnership,  a Delaware limited partnership and operating
subsidiary  of the  Registrant,  provide  limitations  on the  liability  of the
Registrant's  trustees and officers for monetary damages to the Registrant.  The
declaration  of trust and the bylaws  obligate the  Registrant  to indemnify its
trustees and officers,  and permit the Registrant to indemnify its employees and
other agents,  against particular  liabilities incurred in connection with their
service in such  capacities.  These  provisions  could reduce the legal remedies
available to the Registrant and the shareholders against these individuals.<br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The  Registrant's  bylaws  require it to  indemnify,  to the full extent of
Maryland law, any present or former trustee or officer (and such person's spouse
and children) (an "Indemnitee") who is or was a party or threatened to be made a
party to any  proceeding  by  reason  of his or her  service  in that  capacity,
against all expenses,  judgments,  fines and amounts paid in settlement actually
and  reasonably  incurred  by  him or her in  connection  with  the  proceeding,
provided that the  Registrant  shall have received a written  affirmation by the
Indemnitee  that he or she  has  met  the  standard  of  conduct  necessary  for
indemnification  by the  Registrant as authorized by the bylaws.  The Registrant
shall not be required to indemnify an Indemnitee if (a) it is  established  that
(1) the  Indemnitee's  act or  omission  was  committed  in bad faith or was the
result of active or deliberate dishonesty,  (2) the Indemnitee actually received
an improper  personal benefit in money,  property or services or (3) in the case
of a criminal  proceeding,  the Indemnitee had reasonable  cause to believe that
the Indemnitee's act or omission was unlawful,  (b) the proceeding was initiated
by the  Indemnitee,  (c) the  Indemnitee  received  payment  for  such  expenses
pursuant to insurance or otherwise or (d) the proceeding arises under Section 16
of the Securities Exchange Act of 1934.&nbsp; Pursuant to the bylaws, the Indemnitee is required to repay
the amount  paid or  reimbursed  by the  Registrant  if it shall  ultimately  be
determined  that the  standard of conduct was not met. The  Registrant's  bylaws
permit the  Registrant  to provide  such other and  further  indemnification  or
payment or reimbursement of expenses as may be permitted by the Maryland General
Corporation Law or to which the Indemnitee may be entitled. The bylaws of Gables
GP, Inc., a Texas corporation and wholly-owned  subsidiary of the Registrant and
the  general  partner of Gables  Realty  Limited  Partnership,  contain  similar
provisions that are consistent with Texas law.
</font></p>
<p align="left"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Certain of
the Registrant's executive  officers and each of the trustees has entered into
an  indemnification  agreement  with  the  Registrant,   Gables  Realty  Limited
Partnership and Gables GP, Inc. The indemnification  agreements  require,  among
other matters, that the Registrant, Gables Realty Limited Partnership and Gables
GP, Inc.  indemnify  the  Registrant's covered executive  officers  and trustees to the
fullest  extent  permitted  by law and  advance  to the  Registrant's covered executive
officers and trustees all related  expenses,  subject to  reimbursement if it is
subsequently  determined that  indemnification is not permitted.  The Registrant
must also  indemnify  and advance  all  expenses  incurred  by the  Registrant's
covered executive  officers  and  trustees  seeking to  enforce  their  rights  under the
indemnification  agreements and cover them under the Registrant's  trustees' and
officers' liability  insurance.  Although the form of indemnification  agreement
offers  substantially  the same scope of  coverage  afforded by law, it provides
assurance to the trustees and covered executive  officers that  indemnification  will be
available  because such contracts cannot be modified  unilaterally in the future
by the Board or the shareholders to eliminate the rights they provide.<br>
<br>
Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Exemption from Registration Claimed.</u><br>
<br>
     Not Applicable.<br>
<br>
<br>
Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Exhibits.</u><br>
<br>
The following is a complete list of exhibits filed as part of this Registration
Statement.
</font></p>
<div align="center">
  <center>
  <table border="1" width="100%" bordercolor="#FFFFFF">
    <tr>
      <td width="10%"><u><font size="2">Exhibit No.</font></u></td>
      <td width="90%">&nbsp;</td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.1</font></td>
      <td width="90%"><font size="2">  Amended and Restated  Declaration of Trust of the Registrant  (incorporated
        herein by reference to the Registrant's Registration Statement on Form S-11
        (File No. 33-70570), as amended).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.2</font></td>
      <td width="90%"><font size="2">  Articles Supplementary to the Registrant's Amended and Restated Declaration
        of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares
        (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's
        Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.3</font></td>
      <td width="90%"><font size="2">  Articles of Amendment to the Registrant's  Amended and Restated Declaration
        of Trust  (incorporated  herein by reference to the Registrant's  Quarterly
        Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.
        1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.4</font></td>
      <td width="90%"><font size="2">  Articles Supplementary to the Registrant's Amended and Restated Declaration
        of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares
        (incorporated  herein by reference to the Registrant's  Quarterly Report on
        Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.5</font></td>
      <td width="90%"><font size="2">  Articles Supplementary to the Registrant's Amended and Restated Declaration
        of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred
        Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's
        Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.6</font></td>
      <td width="90%"><font size="2">Articles Supplementary to the Registrant's
        Amended and Restated Declaration of Trust creating the 7.875% Series C
        Cumulative Redeemable Preferred Shares (incorporated herein by reference
        to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
        quarter ended September 30, 2002 (File No. 1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.7</font></td>
      <td width="90%"><font size="2">  Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended
        (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's
        Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.
        1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.8</font></td>
      <td width="90%"><font size="2">  Form of Restricted Share Award Agreement
        for all recipients of Restricted Share Awards except for David D. Fitch
        (incorporated herein by reference to Exhibit 10.8 to the Registrant's
        Annual Report on Form 10-K for the year ended December 31, 2002 (File
        No. 1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">4.9</font></td>
      <td width="90%"><font size="2">Restricted Share Award Agreement for David
        D. Fitch (incorporated herein by reference to Exhibit 10.10 to the
        Registrant's Annual Report on Form 10-K for the year ended December 31,
        2002 (File No. 1-12590)).</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">5.1</font></td>
      <td width="90%"><font size="2">  Opinion of Goodwin  Procter&nbsp; LLP as to the legality of the securities  being
        registered.</font></td>
    </tr>
    <tr>
      <td width="10%" valign="top"><font size="2">23.1</font></td>
      <td width="90%"><font size="2"> Consent of Deloitte &amp; Touche LLP.</font></td>
    </tr>
    <tr>
      <td width="10%"><font size="2">23.2</font></td>
      <td width="90%"><font size="2"> Consent of Goodwin Procter&nbsp; LLP (included in Exhibit 5.1).</font></td>
    </tr>
    <tr>
      <td width="10%"><font size="2">24.1</font></td>
      <td width="90%"><font size="2"> Powers of Attorney  (contained on the signature  page to this  Registration
        Statement).</font></td>
    </tr>
  </table>
  </center>
</div>
<p align="left"><font size="2">Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Undertakings.</u></font></p>
<div align="center">
  <center>
  <table border="1" width="100%" bordercolor="#FFFFFF">
    <tr>
      <td width="5%"><font size="2">(a)</font></td>
      <td width="95%"><font size="2">The undersigned registrant hereby
        undertakes:</font></td>
    </tr>
  </table>
  </center>
</div>
<div align="center">
  <table border="1" width="100%" bordercolor="#FFFFFF">
    <tr>
      <td width="9%" valign="top">
        <p align="right"><font size="2">&nbsp;(1)</font></td>
      <center>
      <td width="91%" valign="top"><font size="2">&nbsp;To file,  during any period in which offers or sales are being made, a&nbsp;
        post-effective amendment to this Registration Statement:</font></td>
      </tr>
    </table>
  </center>
</div>
<div align="center">
  <table border="1" width="89%" bordercolor="#FFFFFF">
    <tr>
      <td width="19%" valign="top" align="right">
        <p align="right"><font size="2">(i)&nbsp;&nbsp;&nbsp;</font></td>
      <td width="81%" valign="top">
        <p align="left"><font size="2">To include any  prospectus  required by Section 10 (a) (3) of the               Securities Act of 1933;</font></td>
    </tr>
    <center>
    <tr>
      <td width="19%" valign="top" align="right"><font size="2">          (ii)&nbsp;</font></td>
      <td width="81%" valign="top"><font size="2">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.&nbsp; Notwithstanding the foregoing, any increase or
        decrease in volume of securities offered (if the total dollar value of
        securities offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum offering
        range may be reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
        volume and price represent no more than a 20 percent change in the maximum
        aggregate offering price set forth in the &quot;Calculation of
        Registration Fee&quot; table in the effective registration statement.</font></td>
    </tr>
    <tr>
      <td width="19%" valign="top" align="right"><font size="2">&nbsp;(iii)</font></td>
      <td width="81%" valign="top"><font size="2">To include any material  information  with respect to the plan of               distribution   not  previously   disclosed  in  the  Registration&nbsp;
        Statement  or any  material  change  to such  information  in the               Registration Statement.</font></td>
    </tr>
    </table>
  </center>
</div>
<p align="left"><font size="2"><i>provided,  however,</i> that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if&nbsp;
the information  required to be included in a post-effective amendment by those paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  Registration
Statement.</font></p>
<table border="1" width="100%" bordercolor="#FFFFFF">
  <tr>
    <td width="8%" valign="top" align="right">
      <p align="right"><font size="2">&nbsp;(2)</font></td>
    <td width="92%" valign="top"><font size="2">That,  for  the  purpose  of  determining   any  liability  under  the          Securities
      Act of 1933, 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 to be the
      initial <i> bona fide</i> offering thereof.</font></td>
  </tr>
  <tr>
    <td width="8%" valign="top" align="right"><font size="2">&nbsp;(3)&nbsp;</font></td>
    <td width="92%" valign="top"><font size="2">  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.</font></td>
  </tr>
</table>
<table border="1" width="100%" bordercolor="#FFFFFF">
  <tr>
    <td width="5%" valign="top"><font size="2">(b)</font></td>
    <td width="95%"><font size="2">  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of&nbsp;
      determining  any liability under the Securities Act of 1933, each filing of     the Registrant's  annual report pursuant to Section 13 (a) or 15 (d) of the&nbsp;
      Securities Exchange  Act of 1934 (and,  where  applicable,  each filing of an employee     benefit plan's annual report pursuant to Section 15 (d) of the
      Securities Exchange Act     of 1934) that is  incorporated by
      reference in the  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
      <i> bona fide</i> offering thereof.</font></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><font size="2">(c)</font></td>
    <td width="95%" valign="top"><font size="2">  Insofar as indemnification for liabilities arising under the Securities
      Exchange Act
      of 1933 may be permitted to directors,  officers or controlling persons of the
      registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
      registrant  has been  advised  that in the  opinion of the  Securities  and
      Exchange  Commission  such  indemnification  is  against  public  policy as
      expressed in the Act and is, therefore, unenforceable. In the event that a
      claim for indemnification  against such liabilities (other than the payment
      by the  registrant of expenses  incurred or paid by a director,  officer or
      controlling  person of the  registrant  in the  successful  defense  of any
      action,  suit or  proceeding)  is  asserted  by such director,  officer or
      controlling person in connection with the securities being registered,  the
      registrant  will,  unless in the opinion of its 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 Act and will be governed by the final
      adjudication of such issue.</font></td>
  </tr>
</table>
<p align="center"><font size="2">
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
</font><b><font size="3">                                   SIGNATURES</font></b></p>
<p align="left"><font size="2"><br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 Boca Raton,  State  of Florida,  on this 28th day of
March, 2003.
</font></p>
<p align="right"><font size="2"><br>
<br>
</font><font size="3">                                        GABLES RESIDENTIAL TRUST&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>                                        <br>
</b></font><font size="2"><br>
                                        By:&nbsp;&nbsp;<u>&nbsp;&nbsp; /s/ Chris D. Wheeler
</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u><br>
</u>Chris D. Wheeler&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
President and Chief Executive Officer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center"><b><font size="3">                               POWER OF ATTORNEY</font></b></p>
<p align="left"><font size="2">     &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Chris D. Wheeler and Marvin R. Banks, Jr.
such  person's  true and  lawful  attorney-in-fact  and agent with full power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto,  and all  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby  ratifying and confirming all that any said  attorney-in-fact
and agent,  or any  substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.<br>
<br>
     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 dates indicated.</font></p>
<div align="center">
  <center>
  <table border="1" width="100%" bordercolor="#FFFFFF">
    <tr>
      <td width="33%" align="center" valign="top"><u><b><font size="2">Signature</font></b></u></td>
      <td width="39%" align="center" valign="top"><u><b><font size="2">Capacity</font></b></u></td>
      <td width="28%" align="center" valign="top"><u><b><font size="2">Date</font></b></u></td>
    </tr>
    <tr>
      <td width="33%" align="center" valign="top">&nbsp;</td>
      <td width="39%" align="center" valign="top">&nbsp;</td>
      <td width="28%" align="center" valign="top">&nbsp;</td>
    </tr>
    <tr>
      <td width="33%" valign="top"><font size="2"><u>&nbsp;/s/ Chris D. Wheeler&nbsp;<br>
        </u>Chris D. Wheeler</font></td>
      <td width="39%" valign="top"><font size="2">President, Chief Executive
        Officer and Chairman&nbsp;<br>
 (Principal Executive Officer)</font></td>
  </center>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
    </td>
    </tr>
  <center>
    <tr>
      <td width="33%" valign="top"><u><font size="2">/s/ Marvin R. Banks, Jr.</font></u><font size="2"><br>
        Marvin R. Banks, Jr.</font></td>
      <td width="39%" valign="top"><font size="2">Senior Vice President and
        Chief Financial Officer&nbsp;<br>
 (Principal Financial Officer)</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><u><font size="2">/s/ Dawn H. Severt</font></u><font size="2"><br>
        Dawn H. Severt</font></td>
      <td width="39%" valign="top"><font size="2">Vice President and Chief
        Accounting Officer<br>
        (Principal Accounting Officer)</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><u><font size="2">/s/ Marcus E. Bromley</font></u><font size="2"><br>
        Marcus E. Bromley</font></td>
      <td width="39%" valign="top"><font size="2">Trustee</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><font size="2"><u>&nbsp;/s/ C. Jordan Clark&nbsp;&nbsp;&nbsp;&nbsp;</u><br>
        C. Jordan Clark</font></td>
      <td width="39%" valign="top"><font size="2">Trustee</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><u><font size="2">/s/ Lauralee E. Martin</font></u><font size="2"><br>
        Lauralee E. Martin</font></td>
      <td width="39%" valign="top"><font size="2">Trustee</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><font size="2"><u>/s/ John W. McIntyre</u><br>
        John W. McIntyre</font></td>
      <td width="39%" valign="top"><font size="2">Trustee</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><font size="2"><u>/s/ Mike E. Miles</u><br>
        Mike E. Miles</font></td>
      <td width="39%" valign="top"><font size="2">Trustee</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
    <tr>
      <td width="33%" valign="top"><u><font size="2">/s/ James D. Motta</font></u><font size="2"><br>
        James D. Motta</font></td>
      <td width="39%" valign="top"><font size="2">Trustee</font></td>
      <td width="28%" valign="top">
        <p align="center"><font size="2">March 28, 2003</font></p>
      </td>
    </tr>
  </table>
  </center>
</div>
<p align="center"><br>
<font size="2"><br>
<br>
<br>
<br>
</font><font size="3"><b>                                 EXHIBIT INDEX</b></font></p>
<table border="1" width="100%" bordercolor="#FFFFFF">
  <tr>
    <td width="9%"><u><font size="2">Exhibit No.</font></u></td>
    <td width="91%"><font size="2"><u>Description</u></font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.1</font></td>
    <td width="91%"><font size="2">  Amended and Restated  Declaration of Trust of the Registrant  (incorporated     herein by reference to the Registrant's Registration Statement on Form S-11     (File No. 33-70570), as amended).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.2</font></td>
    <td width="91%"><font size="2">  Articles Supplementary to the Registrant's Amended and Restated Declaration     of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares     (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's     Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.3</font></td>
    <td width="91%"><font size="2">  Articles of Amendment to the Registrant's  Amended and Restated Declaration     of Trust  (incorporated  herein by reference to the Registrant's  Quarterly     Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.     1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.4</font></td>
    <td width="91%"><font size="2">  Articles Supplementary to the Registrant's Amended and Restated Declaration     of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares     (incorporated  herein by reference to the Registrant's  Quarterly Report on     Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.5</font></td>
    <td width="91%"><font size="2">  Articles Supplementary to the Registrant's Amended and Restated Declaration     of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred     Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's     Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.6</font></td>
    <td width="91%"><font size="2">Articles Supplementary to the Registrant's
      Amended and Restated Declaration of Trust creating the 7.875% Series C
      Cumulative Redeemable Preferred Shares (incorporated herein by reference
      to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2002 (File No. 1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.7</font></td>
    <td width="91%"><font size="2">  Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended     (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's     Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.     1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.8</font></td>
    <td width="91%"><font size="2">  Form of Restricted Share Award Agreement
      for all recipients of Restricted Share Awards except for David D. Fitch
      (incorporated herein by reference to Exhibit 10.8 to the Registrant's
      Annual Report on Form 10-K for the year ended December 31, 2002 (File No.
      1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">4.9</font></td>
    <td width="91%"><font size="2">Restricted Share Award Agreement for David D.
      Fitch (incorporated herein by reference to Exhibit 10.10 to the
      Registrant's Annual Report on Form 10-K for the year ended December 31,
      2002 (File No. 1-12590)).</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">5.1</font></td>
    <td width="91%"><font size="2">  Opinion of Goodwin  Procter LLP as to the legality of the securities  being     registered.</font></td>
  </tr>
  <tr>
    <td width="9%" valign="top"><font size="2">23.1</font></td>
    <td width="91%"><font size="2"> Consent of Deloitte &amp; Touche LLP.</font></td>
  </tr>
  <tr>
    <td width="9%"><font size="2">23.2</font></td>
    <td width="91%"><font size="2"> Consent of Goodwin Procter&nbsp; LLP (included in Exhibit 5.1).</font></td>
  </tr>
  <tr>
    <td width="9%"><font size="2">24.1</font></td>
    <td width="91%"><font size="2"> Powers of Attorney  (contained on the signature  page to this  Registration     Statement).</font></td>
  </tr>
</table>
<p align="center"><font size="2"><br>
</font></p>
<p align="left"><font size="2"><br>
<br>
</font></p>

</body>

</html>
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{"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": "333-104183", "film-number": "03632163"}, "business-address": {"street1": "2859 PACES FERRY RD", "street2": "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 February 28
As filed with the Securities and Exchange Commission on
March 31, 2003
Registration Statement No. 333-
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
(State or Other Jurisdiction of
Incorporation or Organization)
58-2077868
(I.R.S. Employer Identification No.)
777 Yamato Road
Suite 510
Boca Raton, Florida 33431
(561) 997-9700
(Address of Principal Executive Offices)
Restricted Share Awards
(Full Title of Plan)
Chris D. Wheeler
President and Chief Executive Officer
Gables Residential Trust
777 Yamato Road
Suite 510
Boca Raton, Florida 33431
(561) 997-9700
(Name, Address and Telephone Number of Agent For Service)
____________________________________________
With a copy to:
Gilbert G. Menna, P.C.
Ettore A. Santucci, P.C.
Goodwin Procter  LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered
Amount To Be
Registered (1)
Proposed Maximum Offering Price Per
        Share
Proposed Maximum Aggregate Offering
        Price
Amount of
Registration Fee
Common Shares of Beneficial Interest,
        par value $.01 per share
46,692
$26.99 (2)
$1,260,217.08
$101.95
(1)  This Registration  Statement also relates to such  indeterminate  number of
additional shares as may be required pursuant to the restricted share award agreements in the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.
(2)  This estimate is made pursuant to Rule 457(h) under the  Securities  Act of
1933,  solely for the  purposes  of determining the  registration fee and is based upon the average of the high
and low sale prices of the common  shares as reported on the New York Stock Exchange on
March 25, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference.
Gables  Residential  Trust  (the  "Registrant")   hereby   incorporates  by
reference  the following  documents  which have  previously  been filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934.
(a)
The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended 
December 31, 2002; and
(b)
The  description  of  the  Registrant's  common  shares  contained  in  its
Registration  Statement on Form 8-A, filed with the Commission on November 23,  1993,  as  amended,  under  Section  12 of the
        Securities  Exchange  Act of 1934  and any
amendments and reports filed for the purpose of updating that description.
In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a statement  contained herein or in any subsequently  filed document
which also is  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.
Item 4.
Description of Securities.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel.
Not Applicable.
Item 6.
Indemnification of Trustees and Officers.
The  Registrant's  declaration  of trust and the  partnership  agreement of
Gables Realty Limited Partnership,  a Delaware limited partnership and operating
subsidiary  of the  Registrant,  provide  limitations  on the  liability  of the
Registrant's  trustees and officers for monetary damages to the Registrant.  The
declaration  of trust and the bylaws  obligate the  Registrant  to indemnify its
trustees and officers,  and permit the Registrant to indemnify its employees and
other agents,  against particular  liabilities incurred in connection with their
service in such  capacities.  These  provisions  could reduce the legal remedies
available to the Registrant and the shareholders against these individuals.
The  Registrant's  bylaws  require it to  indemnify,  to the full extent of
Maryland law, any present or former trustee or officer (and such person's spouse
and children) (an "Indemnitee") who is or was a party or threatened to be made a
party to any  proceeding  by  reason  of his or her  service  in that  capacity,
against all expenses,  judgments,  fines and amounts paid in settlement actually
and  reasonably  incurred  by  him or her in  connection  with  the  proceeding,
provided that the  Registrant  shall have received a written  affirmation by the
Indemnitee  that he or she  has  met  the  standard  of  conduct  necessary  for
indemnification  by the  Registrant as authorized by the bylaws.  The Registrant
shall not be required to indemnify an Indemnitee if (a) it is  established  that
(1) the  Indemnitee's  act or  omission  was  committed  in bad faith or was the
result of active or deliberate dishonesty,  (2) the Indemnitee actually received
an improper  personal benefit in money,  property or services or (3) in the case
of a criminal  proceeding,  the Indemnitee had reasonable  cause to believe that
the Indemnitee's act or omission was unlawful,  (b) the proceeding was initiated
by the  Indemnitee,  (c) the  Indemnitee  received  payment  for  such  expenses
pursuant to insurance or otherwise or (d) the proceeding arises under Section 16
of the Securities Exchange Act of 1934.  Pursuant to the bylaws, the Indemnitee is required to repay
the amount  paid or  reimbursed  by the  Registrant  if it shall  ultimately  be
determined  that the  standard of conduct was not met. The  Registrant's  bylaws
permit the  Registrant  to provide  such other and  further  indemnification  or
payment or reimbursement of expenses as may be permitted by the Maryland General
Corporation Law or to which the Indemnitee may be entitled. The bylaws of Gables
GP, Inc., a Texas corporation and wholly-owned  subsidiary of the Registrant and
the  general  partner of Gables  Realty  Limited  Partnership,  contain  similar
provisions that are consistent with Texas law.
Certain of
the Registrant's executive  officers and each of the trustees has entered into
an  indemnification  agreement  with  the  Registrant,   Gables  Realty  Limited
Partnership and Gables GP, Inc. The indemnification  agreements  require,  among
other matters, that the Registrant, Gables Realty Limited Partnership and Gables
GP, Inc.  indemnify  the  Registrant's covered executive  officers  and trustees to the
fullest  extent  permitted  by law and  advance  to the  Registrant's covered executive
officers and trustees all related  expenses,  subject to  reimbursement if it is
subsequently  determined that  indemnification is not permitted.  The Registrant
must also  indemnify  and advance  all  expenses  incurred  by the  Registrant's
covered executive  officers  and  trustees  seeking to  enforce  their  rights  under the
indemnification  agreements and cover them under the Registrant's  trustees' and
officers' liability  insurance.  Although the form of indemnification  agreement
offers  substantially  the same scope of  coverage  afforded by law, it provides
assurance to the trustees and covered executive  officers that  indemnification  will be
available  because such contracts cannot be modified  unilaterally in the future
by the Board or the shareholders to eliminate the rights they provide.
Item 7.
Exemption from Registration Claimed.
Not Applicable.
Item 8.
Exhibits.
The following is a complete list of exhibits filed as part of this Registration
Statement.
Exhibit No.
4.1
Amended and Restated  Declaration of Trust of the Registrant  (incorporated
        herein by reference to the Registrant's Registration Statement on Form S-11
        (File No. 33-70570), as amended).
4.2
Articles Supplementary to the Registrant's Amended and Restated Declaration
        of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares
        (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's
        Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).
4.3
Articles of Amendment to the Registrant's  Amended and Restated Declaration
        of Trust  (incorporated  herein by reference to the Registrant's  Quarterly
        Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.
        1-12590)).
4.4
Articles Supplementary to the Registrant's Amended and Restated Declaration
        of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares
        (incorporated  herein by reference to the Registrant's  Quarterly Report on
        Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).
4.5
Articles Supplementary to the Registrant's Amended and Restated Declaration
        of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred
        Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's
        Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).
4.6
Articles Supplementary to the Registrant's
        Amended and Restated Declaration of Trust creating the 7.875% Series C
        Cumulative Redeemable Preferred Shares (incorporated herein by reference
        to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
        quarter ended September 30, 2002 (File No. 1-12590)).
4.7
Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended
        (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's
        Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.
        1-12590)).
4.8
Form of Restricted Share Award Agreement
        for all recipients of Restricted Share Awards except for David D. Fitch
        (incorporated herein by reference to Exhibit 10.8 to the Registrant's
        Annual Report on Form 10-K for the year ended December 31, 2002 (File
        No. 1-12590)).
4.9
Restricted Share Award Agreement for David
        D. Fitch (incorporated herein by reference to Exhibit 10.10 to the
        Registrant's Annual Report on Form 10-K for the year ended December 31,
        2002 (File No. 1-12590)).
5.1
Opinion of Goodwin  Procter  LLP as to the legality of the securities  being
        registered.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Goodwin Procter  LLP (included in Exhibit 5.1).
24.1
Powers of Attorney  (contained on the signature  page to this  Registration
        Statement).
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 of 1933;
(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.  Notwithstanding the foregoing, any increase or
        decrease in volume of securities offered (if the total dollar value of
        securities offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum offering
        range may be reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
        volume and price represent no more than a 20 percent change in the maximum
        aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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 with or  furnished to the
Commission by the  registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  Registration
Statement.
(2)
That,  for  the  purpose  of  determining   any  liability  under  the          Securities
      Act of 1933, 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 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 of 1933, each filing of     the Registrant's  annual report pursuant to Section 13 (a) or 15 (d) of the 
      Securities Exchange  Act of 1934 (and,  where  applicable,  each filing of an employee     benefit plan's annual report pursuant to Section 15 (d) of the
      Securities Exchange Act     of 1934) that is  incorporated by
      reference in the  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.
(c)
Insofar as indemnification for liabilities arising under the Securities
      Exchange Act
      of 1933 may be permitted to directors,  officers or controlling persons of the
      registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
      registrant  has been  advised  that in the  opinion of the  Securities  and
      Exchange  Commission  such  indemnification  is  against  public  policy as
      expressed in the Act and is, therefore, unenforceable. In the event that a
      claim for indemnification  against such liabilities (other than the payment
      by the  registrant of expenses  incurred or paid by a director,  officer or
      controlling  person of the  registrant  in the  successful  defense  of any
      action,  suit or  proceeding)  is  asserted  by such director,  officer or
      controlling person in connection with the securities being registered,  the
      registrant  will,  unless in the opinion of its 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 Act and will be governed by the final
      adjudication of such issue.
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 Boca Raton,  State  of Florida,  on this 28th day of
March, 2003.
GABLES RESIDENTIAL TRUST
By:
/s/ Chris D. Wheeler
Chris D. Wheeler
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Chris D. Wheeler and Marvin R. Banks, Jr.
such  person's  true and  lawful  attorney-in-fact  and agent with full power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto,  and all  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby  ratifying and confirming all that any said  attorney-in-fact
and agent,  or any  substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.
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 dates indicated.
Signature
Capacity
Date
/s/ Chris D. Wheeler
Chris D. Wheeler
President, Chief Executive
        Officer and Chairman
(Principal Executive Officer)
March 28, 2003
/s/ Marvin R. Banks, Jr.
Marvin R. Banks, Jr.
Senior Vice President and
        Chief Financial Officer
(Principal Financial Officer)
March 28, 2003
/s/ Dawn H. Severt
Dawn H. Severt
Vice President and Chief
        Accounting Officer
(Principal Accounting Officer)
March 28, 2003
/s/ Marcus E. Bromley
Marcus E. Bromley
Trustee
March 28, 2003
/s/ C. Jordan Clark
C. Jordan Clark
Trustee
March 28, 2003
/s/ Lauralee E. Martin
Lauralee E. Martin
Trustee
March 28, 2003
/s/ John W. McIntyre
John W. McIntyre
Trustee
March 28, 2003
/s/ Mike E. Miles
Mike E. Miles
Trustee
March 28, 2003
/s/ James D. Motta
James D. Motta
Trustee
March 28, 2003
EXHIBIT INDEX
Exhibit No.
Description
4.1
Amended and Restated  Declaration of Trust of the Registrant  (incorporated     herein by reference to the Registrant's Registration Statement on Form S-11     (File No. 33-70570), as amended).
4.2
Articles Supplementary to the Registrant's Amended and Restated Declaration     of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares     (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's     Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).
4.3
Articles of Amendment to the Registrant's  Amended and Restated Declaration     of Trust  (incorporated  herein by reference to the Registrant's  Quarterly     Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.     1-12590)).
4.4
Articles Supplementary to the Registrant's Amended and Restated Declaration     of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares     (incorporated  herein by reference to the Registrant's  Quarterly Report on     Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).
4.5
Articles Supplementary to the Registrant's Amended and Restated Declaration     of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred     Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's     Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).
4.6
Articles Supplementary to the Registrant's
      Amended and Restated Declaration of Trust creating the 7.875% Series C
      Cumulative Redeemable Preferred Shares (incorporated herein by reference
      to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2002 (File No. 1-12590)).
4.7
Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended     (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's     Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.     1-12590)).
4.8
Form of Restricted Share Award Agreement
      for all recipients of Restricted Share Awards except for David D. Fitch
      (incorporated herein by reference to Exhibit 10.8 to the Registrant's
      Annual Report on Form 10-K for the year ended December 31, 2002 (File No.
      1-12590)).
4.9
Restricted Share Award Agreement for David D.
      Fitch (incorporated herein by reference to Exhibit 10.10 to the
      Registrant's Annual Report on Form 10-K for the year ended December 31,
      2002 (File No. 1-12590)).
5.1
Opinion of Goodwin  Procter LLP as to the legality of the securities  being     registered.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Goodwin Procter  LLP (included in Exhibit 5.1).
24.1
Powers of Attorney  (contained on the signature  page to this  Registration     Statement).