As filed with the Securities and Exchange Commission on April 1, 1998
                                  Registration No. 333-______________
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                     ______________________
                                
                            FORM S-8
                                
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
              WALDEN RESIDENTIAL PROPERTIES, INC.
     (Exact Name of Registrant as Specified in Its Charter)

                Maryland                        75-2506197
      (State or Other Jurisdiction           (I.R.S. Employer
  of Incorporation or Organization)        Identification No.)

          One Lincoln Centre                      75240
     5400 LBJ Freeway, Suite 400               (Zip Code)
            Dallas, Texas
(Address of Principal Executive Offices)
                                
                                
       WALDEN RESIDENTIAL PROPERTIES, INC. EMPLOYEE STOCK
                         PURCHASE PLAN
                    (Full Title of the Plan)
                                
                       Mark S. Dillinger
              Walden Residential Properties, Inc.
                       One Lincoln Centre
                  5400 LBJ Freeway, Suite 400
                     Dallas, Texas   75240
            (Name and Address of Agent For Service)
                         (972) 788-0510
 (Telephone Number, Including Area Code, of Agent for Service)
                                
                           Copies to:
                                
                        Kenneth L. Betts
                Winstead Sechrest & Minick P.C.
                        1201 Elm Street
                           Suite 5400
                     Dallas, Texas   75270
                                
                CALCULATION OF REGISTRATION FEE
                                
<TABLE>
<CAPTION>

 Title of                              Proposed         Proposed
Securities              Amount         Maximum          Maximum
  to be                 to be       Offering Price      Aggregate             Amount of
Registered            Registered    Per Share (1)   Offering Price (1)   Registration Fee (2)
----------            ----------    --------------  ------------------   --------------------
<S>                    <C>              <C>             <C>                     <C>
Common Stock, par
value $.01 par share   200,000          $24.69          $4,938,000              $1,457

</TABLE>

(1)      Estimated solely for the purposes of calculating the
         registration fee.
(2)      Pursuant to Rule 457(h) of the Securities Act of 1933, as
         amended, the registration fee has been calculated based on the
         average of the high and low prices of the Registrant's common
         stock on March 24, 1998 (as reported on the New York Stock
         Exchange).

                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1. Plan Information.*

2. Registrant Information and Employee Plan Annual Information.*
____________________

*  Information required by Part I of Form S-8 to be contained in
   a prospectus meeting the requirements of Section 10(a) of the
   Securities Act of 1933 is omitted from this Registration
   Statement in accordance with Rule 428 under the Securities Act
      of 1933 and the Note to Part I of Form S-8.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

  The documents listed below hereby are incorporated by
reference into this registration statement on Form S-8 (the
"Registration Statement").  All documents subsequently filed by
Walden Residential Properties, Inc. (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and before the filing of a post-effective
amendment to the Registration Statement which indicates that all
shares of the Company's common stock offered hereunder have been
sold or which deregisters all such shares then remaining unsold
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.

  1.        The Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1997; and

  2.        The description of the Company's common stock
            contained in the registration statement on Form 8-A
            under the Exchange Act filed by the Company with
            the Commission on November 19, 1993.


Item 4.     Description of Securities

  Not required.  The Registrant's Common Stock has been
registered under Section 12 of the Exchange Act. 

Item 5.     Interest of Named Experts and Counsel

  Not applicable.

Item 6.     Indemnification of Directors and Officers

  The Company's Articles of Incorporation, as amended (the
"Articles of Incorporation"), provide certain limitations on the
liability of the Company's directors and officers for monetary
damages to the Company.  The Articles of Incorporation obligate the
Company to indemnify its directors and officers, and permit the
Company to indemnify its employees and other agents, against
certain liabilities incurred in connection with their service in
such capacities.  These provisions could reduce the legal remedies
available to the Company and the stockholders against these
individuals.

  The Articles of Incorporation require the Company to indemnify
(a) the Company's directors and officers whether serving the
Company or at its request any other entity who have been
successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of his service in
that capacity, against reasonable expenses incurred by him in
connection ith the proceeding unless it is established that (i) his
act or omission was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii)
in the case of a criminal proceeding, he had reasonable cause to
believe that his act or omission was unlawful and (b) other
employees and agents of the Company to such extent as shall be
authorized by the Board of Directors or the Company's Bylaws and be
permitted by law.  In addition, the Articles of Incorporation
require the Company to pay or reimburse, in advance of the final
disposition of a proceeding, reasonable expenses incurred by a
director or officer who is a party to a proceeding under procedures
provided for under the Maryland General Corporation Law (the
"MGCL").  The Company's Bylaws also permit the Company to provide
such other and further indemnification or payment or reimbursement
of expenses as the Board of Directors deems to be in the interest
of the Company and as may be permitted by the MGCL for directors,
officers and employees of Maryland corporations.

  The Company has entered into indemnification agreements with
each of the Company's officers and directors.  The indemnification
agreements require, among other things, that the Company indemnify
its officers and directors to the fullest extent permitted by law
and advance to the officers and directors all related expenses,
subject to reimbursement if it is subsequently determined that
indemnification is not permitted.  The Company must also indemnify
and advance all expenses incurred by officers and directors seeking
to enforce their rights under the indemnification agreements and
cover officers and directors under the Company's directors' and
officers' liability insurance.  Although the indemnification
agreements offer substantially the same scope of coverage afforded
by law, it provides assurance to directors and officers that
indemnification will be available because such contracts cannot be
modified unilaterally in the future by the Board of Directors or
the stockholders to eliminate the rights they provide.

Item 7.     Exemption from Registration Claimed.

  Not Applicable.

Item 8.     Exhibits.

  5.1  Opinion of Winstead Sechrest & Minick P.C. regarding the
       legality of the securities being registered.

  23.1 Consent of Deloitte & Touche LLP.

  23.2 Consent of Winstead Sechrest & Minick P.C. (included as
       part of Exhibit 5.1).

  24.1 Power of Attorney (See Page II-5 of this Registration
       Statement).

  99.1 Walden Residential Properties, Inc. Employee Stock
       Purchase Plan. 

Item 9.     Undertakings.

  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 this Registration
  Statement (or the most recent post-effective amendment hereof)
  which, individually or in the aggregate, represent a
  fundamental change in the information set forth in this
  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
  and of the estimated maximum offering range may be reflected
  in the form of prospectus filed with the Securities Exchange
  Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 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 this Registration Statement or any material change to such
  information in this 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 Company pursuant to Section 13 or
Section 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 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.

  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
<PAGE>
                            SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on March 31, 1998.

                           WALDEN RESIDENTIAL PROPERTIES, INC.


                           By:  /s/ Marshall B. Edwards     
                                -----------------------
                                Name:   Marshall B. Edwards
                                Title:  Chief Executive Officer
                                        and President

  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Marshall B.
Edwards and Mark S. Dillinger, or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution,
for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, and file any and all
documents relating to this Registration Statement, including any
and all amendments, post-effective amendments, abbreviated
registration statements pursuant to Rule 462 under the Securities
Act of 1933, exhibits and supplements thereto, with any regulatory
authority, granting unto said attorneys, and each of them, 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 in
order to effectuate the same as fully to all intents and purposes
as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may
lawfully do or cause to be done.

   Signature                            Capacity                Date
   ---------                            --------                ----

/s/ Marshall B. Edwards          Chief Executive Officer,       March 31, 1998
------------------------------   President, Chief Acquisitions
Marshall B. Edwards              Officer and Director
                                 (Principal Executive Officer)


/s/ Mark S. Dillinger            Executive Vice President,      March 31, 1998
------------------------------   Chief Financial Officer and
Mark S. Dillinger                Director (Principal Financial
                                 Officer and Principal Accounting
                                 Officer)

/s/ Michael E. Masterson         Chairman of the Board of       March 31, 1998
------------------------------   Directors and Director
Michael E. Masterson


/s/ Linda Walker Bynoe           Director                       March 31, 1998
------------------------------
Linda Walker Bynoe


/s/ Don R. Daseke                Director                       March 31, 1998
------------------------------
Don R. Daseke


/s/ Maxwell B. Drever            Director                       March 31, 1998
------------------------------
Maxwell B. Drever


/s/ Francesco Galesi             Director                       March 31, 1998
------------------------------
Francesco Galesi


/s/ Robert L. Honstein           Director                       March 31, 1998
------------------------------
Robert L. Honstein


/s/ Arch K. Jacobson             Director                       March 31, 1998
------------------------------
Arch K. Jacobson


/s/ Louis G. Munin               Director                       March 31, 1998
------------------------------
Louis G. Munin


/s/ J. Otis Winters              Director                       March 31, 1998
------------------------------
J. Otis Winters




DB980750065
033198 v8
111:14199-19


                               EXHIBIT INDEX

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

     5.1                        Opinion of Winstead Sechrest & Minick
                                P.C. regarding the validity of the
                                securities being registered.

    23.1                        Consent of Deloitte & Touche LLP.

    23.2                        Consent of Winstead Sechrest & Minick
                                P.C. (included as part of Exhibit 5.1).

    24.1                        Power of Attorney (See Page II-5 of this
                                Registration Statement).

    99.1                        Walden Residential Properties, Inc.
                                Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17524}]
{"company-data": {"conformed-name": "WALDEN RESIDENTIAL PROPERTIES INC", "cik": "0000913280", "assigned-sic": "6798", "irs-number": "752506197", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49101", "film-number": "98585285"}, "business-address": {"street1": "5400 LBJ FREEWAY STE 400", "street2": "C/O ONE LINCOLN CENTRE", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9727880510"}, "mail-address": {"street1": "ONE LINCOLN CENTRE", "street2": "5400 LBJ FREEWAY LB45 SUITE 400", "city": "DALLAS", "state": "TX", "zip": "75240"}}
As filed with the Securities and Exchange Commission on April 1, 1998
                                  Registration No. 333-______________
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                     ______________________
                                
                            FORM S-8
                                
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
              WALDEN RESIDENTIAL PROPERTIES, INC.
     (Exact Name of Registrant as Specified in Its Charter)

                Maryland                        75-2506197
      (State or Other Jurisdiction           (I.R.S. Employer
  of Incorporation or Organization)        Identification No.)

          One Lincoln Centre                      75240
     5400 LBJ Freeway, Suite 400               (Zip Code)
            Dallas, Texas
(Address of Principal Executive Offices)
                                
                                
       WALDEN RESIDENTIAL PROPERTIES, INC. EMPLOYEE STOCK
                         PURCHASE PLAN
                    (Full Title of the Plan)
                                
                       Mark S. Dillinger
              Walden Residential Properties, Inc.
                       One Lincoln Centre
                  5400 LBJ Freeway, Suite 400
                     Dallas, Texas   75240
            (Name and Address of Agent For Service)
                         (972) 788-0510
 (Telephone Number, Including Area Code, of Agent for Service)
                                
                           Copies to:
                                
                        Kenneth L. Betts
                Winstead Sechrest & Minick P.C.
                        1201 Elm Street
                           Suite 5400
                     Dallas, Texas   75270
                                
                CALCULATION OF REGISTRATION FEE
Title of                              Proposed         Proposed
Securities              Amount         Maximum          Maximum
  to be                 to be       Offering Price      Aggregate             Amount of
Registered            Registered    Per Share (1)   Offering Price (1)   Registration Fee (2)
----------            ----------    --------------  ------------------   --------------------
Common Stock, par
value $.01 par share   200,000          $24.69          $4,938,000              $1,457
(1)      Estimated solely for the purposes of calculating the
         registration fee.
(2)      Pursuant to Rule 457(h) of the Securities Act of 1933, as
         amended, the registration fee has been calculated based on the
         average of the high and low prices of the Registrant's common
         stock on March 24, 1998 (as reported on the New York Stock
         Exchange).

                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1. Plan Information.*

2. Registrant Information and Employee Plan Annual Information.*
____________________

*  Information required by Part I of Form S-8 to be contained in
   a prospectus meeting the requirements of Section 10(a) of the
   Securities Act of 1933 is omitted from this Registration
   Statement in accordance with Rule 428 under the Securities Act
      of 1933 and the Note to Part I of Form S-8.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

  The documents listed below hereby are incorporated by
reference into this registration statement on Form S-8 (the
"Registration Statement").  All documents subsequently filed by
Walden Residential Properties, Inc. (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and before the filing of a post-effective
amendment to the Registration Statement which indicates that all
shares of the Company's common stock offered hereunder have been
sold or which deregisters all such shares then remaining unsold
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.

  1.        The Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1997; and

  2.        The description of the Company's common stock
            contained in the registration statement on Form 8-A
            under the Exchange Act filed by the Company with
            the Commission on November 19, 1993.

Item 4.     Description of Securities

  Not required.  The Registrant's Common Stock has been
registered under Section 12 of the Exchange Act. 

Item 5.     Interest of Named Experts and Counsel

  Not applicable.

Item 6.     Indemnification of Directors and Officers

  The Company's Articles of Incorporation, as amended (the
"Articles of Incorporation"), provide certain limitations on the
liability of the Company's directors and officers for monetary
damages to the Company.  The Articles of Incorporation obligate the
Company to indemnify its directors and officers, and permit the
Company to indemnify its employees and other agents, against
certain liabilities incurred in connection with their service in
such capacities.  These provisions could reduce the legal remedies
available to the Company and the stockholders against these
individuals.

  The Articles of Incorporation require the Company to indemnify
(a) the Company's directors and officers whether serving the
Company or at its request any other entity who have been
successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of his service in
that capacity, against reasonable expenses incurred by him in
connection ith the proceeding unless it is established that (i) his
act or omission was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii)
in the case of a criminal proceeding, he had reasonable cause to
believe that his act or omission was unlawful and (b) other
employees and agents of the Company to such extent as shall be
authorized by the Board of Directors or the Company's Bylaws and be
permitted by law.  In addition, the Articles of Incorporation
require the Company to pay or reimburse, in advance of the final
disposition of a proceeding, reasonable expenses incurred by a
director or officer who is a party to a proceeding under procedures
provided for under the Maryland General Corporation Law (the
"MGCL").  The Company's Bylaws also permit the Company to provide
such other and further indemnification or payment or reimbursement
of expenses as the Board of Directors deems to be in the interest
of the Company and as may be permitted by the MGCL for directors,
officers and employees of Maryland corporations.

  The Company has entered into indemnification agreements with
each of the Company's officers and directors.  The indemnification
agreements require, among other things, that the Company indemnify
its officers and directors to the fullest extent permitted by law
and advance to the officers and directors all related expenses,
subject to reimbursement if it is subsequently determined that
indemnification is not permitted.  The Company must also indemnify
and advance all expenses incurred by officers and directors seeking
to enforce their rights under the indemnification agreements and
cover officers and directors under the Company's directors' and
officers' liability insurance.  Although the indemnification
agreements offer substantially the same scope of coverage afforded
by law, it provides assurance to directors and officers that
indemnification will be available because such contracts cannot be
modified unilaterally in the future by the Board of Directors or
the stockholders to eliminate the rights they provide.

Item 7.     Exemption from Registration Claimed.

  Not Applicable.

Item 8.     Exhibits.

  5.1  Opinion of Winstead Sechrest & Minick P.C. regarding the
       legality of the securities being registered.

  23.1 Consent of Deloitte & Touche LLP.

  23.2 Consent of Winstead Sechrest & Minick P.C. (included as
       part of Exhibit 5.1).

  24.1 Power of Attorney (See Page II-5 of this Registration
       Statement).

  99.1 Walden Residential Properties, Inc. Employee Stock
       Purchase Plan. 

Item 9.     Undertakings.

  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 this Registration
  Statement (or the most recent post-effective amendment hereof)
  which, individually or in the aggregate, represent a
  fundamental change in the information set forth in this
  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
  and of the estimated maximum offering range may be reflected
  in the form of prospectus filed with the Securities Exchange
  Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 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 this Registration Statement or any material change to such
  information in this 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 Company pursuant to Section 13 or
Section 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 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.

  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 Securities Act of 1933
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 Dallas, State of Texas, on March 31, 1998.

                           WALDEN RESIDENTIAL PROPERTIES, INC.

                           By:  /s/ Marshall B. Edwards     
                                -----------------------
                                Name:   Marshall B. Edwards
                                Title:  Chief Executive Officer
                                        and President

  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Marshall B.
Edwards and Mark S. Dillinger, or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution,
for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, and file any and all
documents relating to this Registration Statement, including any
and all amendments, post-effective amendments, abbreviated
registration statements pursuant to Rule 462 under the Securities
Act of 1933, exhibits and supplements thereto, with any regulatory
authority, granting unto said attorneys, and each of them, 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 in
order to effectuate the same as fully to all intents and purposes
as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may
lawfully do or cause to be done.

   Signature                            Capacity                Date
   ---------                            --------                ----

/s/ Marshall B. Edwards          Chief Executive Officer,       March 31, 1998
------------------------------   President, Chief Acquisitions
Marshall B. Edwards              Officer and Director
                                 (Principal Executive Officer)

/s/ Mark S. Dillinger            Executive Vice President,      March 31, 1998
------------------------------   Chief Financial Officer and
Mark S. Dillinger                Director (Principal Financial
                                 Officer and Principal Accounting
                                 Officer)

/s/ Michael E. Masterson         Chairman of the Board of       March 31, 1998
------------------------------   Directors and Director
Michael E. Masterson

/s/ Linda Walker Bynoe           Director                       March 31, 1998
------------------------------
Linda Walker Bynoe

/s/ Don R. Daseke                Director                       March 31, 1998
------------------------------
Don R. Daseke

/s/ Maxwell B. Drever            Director                       March 31, 1998
------------------------------
Maxwell B. Drever

/s/ Francesco Galesi             Director                       March 31, 1998
------------------------------
Francesco Galesi

/s/ Robert L. Honstein           Director                       March 31, 1998
------------------------------
Robert L. Honstein

/s/ Arch K. Jacobson             Director                       March 31, 1998
------------------------------
Arch K. Jacobson

/s/ Louis G. Munin               Director                       March 31, 1998
------------------------------
Louis G. Munin

/s/ J. Otis Winters              Director                       March 31, 1998
------------------------------
J. Otis Winters

DB980750065
033198 v8
111:14199-19

                               EXHIBIT INDEX

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

     5.1                        Opinion of Winstead Sechrest & Minick
                                P.C. regarding the validity of the
                                securities being registered.

    23.1                        Consent of Deloitte & Touche LLP.

    23.2                        Consent of Winstead Sechrest & Minick
                                P.C. (included as part of Exhibit 5.1).

    24.1                        Power of Attorney (See Page II-5 of this
                                Registration Statement).

    99.1                        Walden Residential Properties, Inc.
                                Employee Stock Purchase Plan.