As filed with the Securities and Exchange Commission on May 16, 2000

                         Registration Statement No. 33-


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

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

                            Gables Residential Trust
             (Exact name of Registrant as specified in its charter)

                               Maryland 58-2077868
        (State of incorporation) (I.R.S. Employer Identification Number)

                              2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (404) 436-4600


   (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                            GABLES RESIDENTIAL TRUST
        Fourth Amended and Restated 1994 Share Option and Incentive Plan
                            (Full Title of the Plan)

                          ____________________________

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

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

                                 With copies to:
                             Gilbert G. Menna, P.C.
                            Ettore A. Santucci, P.C.
                             GOODWIN, PROCTER & HOAR
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                          _____________________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities      Amount to be        Proposed Maximum Offering          Proposed Maximum Aggregate       Amount of
 Being Registered        Registered (1)           Price Per Share                     Offering Price          Registration Fee
-------------------      --------------      -------------------------          --------------------------    ----------------
<S>                      <C>                      <C>                                <C>                           <C>
Common Shares of         1,132,895 shares         $24.4375(2)                        $27,685,122                   $7,309
Beneficial Interest

<FN>
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Fourth  Amended and Restated  1994 Share Option and  Incentive  Plan in the
     event of a stock dividend, reverse stock split, split-up,  recapitalization
     or other  similar  event.  This  Registration  Statement  relates to shares
     currently available under the Registrant's Fourth Amended and Restated 1994
     Share Option and Incentive Plan.

(2)  This  estimate is based on the average of the high and low sales  prices on
     the New York Stock Exchange of the Common Shares of Beneficial  Interest of
     Gables  Residential  Trust on May 11,  2000,  pursuant  to Rule  457(c) and
     (h)under  the  Securities  Act,  solely for  purposes  of  determining  the
     registration fee.

</FN>
</TABLE>

<PAGE>
Page 1

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.
          ------------------------------------------------

     Pursuant to General  Instruction E of Form S-8,  Gables  Residential  Trust
(the  "Registrant")  hereby  incorporates  by  reference  the  contents  of  the
Registrant's  Registration  Statement on Form S-8 (No.  33-83054) as  previously
filed with the  Securities  and  Exchange  Commission  on August  18,  1994 (the
"Original Registration  Statement").  This Registration Statement is being filed
to register an  additional  1,132,895  shares of the  Registrant's  Common Stock
currently  available  under the  Registrant's  Fourth  Amended and Restated 1994
Stock Option and Incentive Plan.


Item 8.   Exhibits.
          ---------

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this registration statement:

Exhibits
--------

*4.1 Gables  Residential Trust Fourth Amended and Restated 1994 Share Option and
     Incentive Plan

 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
     being registered

23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP, Independent Public Accountants

24.1 Powers of Attorney  (included on the  signature  page of this  registration
     statement)

_____________________

*    Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report
     on Form 10-K for the fiscal year ended December 31, 1998.

<PAGE>
Page 2

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, Georgia on May 16, 2000.

                                    GABLES RESIDENTIAL TRUST


                                    By: /s/ Chris D. Wheeler
                                    ---------------------------------
                                    Chris D. Wheeler
                                    Chairman of the Board of Trustees,
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
trustees  of Gables  Residential  Trust  hereby  severally  constitute  Chris D.
Wheeler and Marvin R. Banks,  Jr., and each of them singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and trustees to enable Gables Residential Trust to comply with the provisions of
the Securities Act of 1933 and all  requirements  of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and any
and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
          Signature                     Capacity                                Date
          ---------                     --------                                ----
          <S>                           <C>                                     <C>
           /s/ Chris D. Wheeler         Chairman of the Board of Trustees,      May 16, 2000
          ---------------------         President and Chief Executive Officer
          Chris D. Wheeler              (Principal Executive Officer)


          /s/ Marvin R. Banks, Jr.      Senior Vice President and               May 16, 2000
          ------------------------      Chief Financial Officer
          Marvin R. Banks, Jr.          (Principal Financial Officer)


          /s/ Dawn H. Severt            Vice President and
          ------------------            Chief Accounting Officer                May 16, 2000
          Dawn H. Severt                (Principal Accounting Officer)


          /s/ Marcus E. Bromley         Trustee                                 May 16, 2000
          ---------------------
          Marcus E. Bromley


                                        Trustee                                 May 16, 2000
          --------------------
          David M. Holland


                                        Trustee                                 May 16, 2000
          ----------------------
          Lauralee E. Martin


          /s/ John W. McIntyre          Trustee                                 May 16, 2000
          --------------------
          John W. McIntyre


          /s/ Mike E. Miles             Trustee                                 May 16, 2000
          -----------------
          Mike E. Miles


          /s/ James D. Motta            Trustee                                 May 16, 2000
          ------------------
          James D. Motta

<PAGE>
Page 3
          /s/ D. Raymond Riddle         Trustee                                 May 16, 2000
          ---------------------
          D. Raymond Riddle


          /s/ John T. Rippel            Trustee                                 May 16, 2000
          ------------------
          John T. Rippel

</TABLE>
<PAGE>
Page 4


                                  EXHIBIT INDEX


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

*4.1      Gables Residential Trust Fourth Amended and Restated 1994 Share Option
          and Incentive Plan

 5.1      Opinion  of  Goodwin,  Procter  & Hoar LLP as to the  legality  of the
          securities being registered

23.1      Consent of Goodwin,  Procter & Hoar LLP (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP, Independent Public Accountants

24.1      Powers  of  Attorney   (included  on  the  signature   page  of  this
          registration statement)




*    Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report
     on Form 10-K for the fiscal year ended December 31, 1998.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10561}]
{"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": "333-37190", "film-number": "638354"}, "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 May 16, 2000

                         Registration Statement No. 33-

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

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

                            Gables Residential Trust
             (Exact name of Registrant as specified in its charter)

                               Maryland 58-2077868
        (State of incorporation) (I.R.S. Employer Identification Number)

                              2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (404) 436-4600

   (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                            GABLES RESIDENTIAL TRUST
        Fourth Amended and Restated 1994 Share Option and Incentive Plan
                            (Full Title of the Plan)

                          ____________________________

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

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

                                 With copies to:
                             Gilbert G. Menna, P.C.
                            Ettore A. Santucci, P.C.
                             GOODWIN, PROCTER & HOAR
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                          _____________________________

                         CALCULATION OF REGISTRATION FEE
Title of Securities      Amount to be        Proposed Maximum Offering          Proposed Maximum Aggregate       Amount of
 Being Registered        Registered (1)           Price Per Share                     Offering Price          Registration Fee
-------------------      --------------      -------------------------          --------------------------    ----------------
Common Shares of         1,132,895 shares         $24.4375(2)                        $27,685,122                   $7,309
Beneficial Interest
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     Fourth  Amended and Restated  1994 Share Option and  Incentive  Plan in the
     event of a stock dividend, reverse stock split, split-up,  recapitalization
     or other  similar  event.  This  Registration  Statement  relates to shares
     currently available under the Registrant's Fourth Amended and Restated 1994
     Share Option and Incentive Plan.

(2)  This  estimate is based on the average of the high and low sales  prices on
     the New York Stock Exchange of the Common Shares of Beneficial  Interest of
     Gables  Residential  Trust on May 11,  2000,  pursuant  to Rule  457(c) and
     (h)under  the  Securities  Act,  solely for  purposes  of  determining  the
     registration fee.
Page 1

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          ------------------------------------------------

     Pursuant to General  Instruction E of Form S-8,  Gables  Residential  Trust
(the  "Registrant")  hereby  incorporates  by  reference  the  contents  of  the
Registrant's  Registration  Statement on Form S-8 (No.  33-83054) as  previously
filed with the  Securities  and  Exchange  Commission  on August  18,  1994 (the
"Original Registration  Statement").  This Registration Statement is being filed
to register an  additional  1,132,895  shares of the  Registrant's  Common Stock
currently  available  under the  Registrant's  Fourth  Amended and Restated 1994
Stock Option and Incentive Plan.

Item 8.   Exhibits.
          ---------

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this registration statement:

Exhibits
--------

*4.1 Gables  Residential Trust Fourth Amended and Restated 1994 Share Option and
     Incentive Plan

 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
     being registered

23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP, Independent Public Accountants

24.1 Powers of Attorney  (included on the  signature  page of this  registration
     statement)

_____________________

*    Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report
     on Form 10-K for the fiscal year ended December 31, 1998.
Page 2

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, Georgia on May 16, 2000.

                                    GABLES RESIDENTIAL TRUST

                                    By: /s/ Chris D. Wheeler
                                    ---------------------------------
                                    Chris D. Wheeler
                                    Chairman of the Board of Trustees,
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
trustees  of Gables  Residential  Trust  hereby  severally  constitute  Chris D.
Wheeler and Marvin R. Banks,  Jr., and each of them singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and trustees to enable Gables Residential Trust to comply with the provisions of
the Securities Act of 1933 and all  requirements  of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and any
and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                     Capacity                                Date
          ---------                     --------                                ----
/s/ Chris D. Wheeler         Chairman of the Board of Trustees,      May 16, 2000
          ---------------------         President and Chief Executive Officer
          Chris D. Wheeler              (Principal Executive Officer)

          /s/ Marvin R. Banks, Jr.      Senior Vice President and               May 16, 2000
          ------------------------      Chief Financial Officer
          Marvin R. Banks, Jr.          (Principal Financial Officer)

          /s/ Dawn H. Severt            Vice President and
          ------------------            Chief Accounting Officer                May 16, 2000
          Dawn H. Severt                (Principal Accounting Officer)

          /s/ Marcus E. Bromley         Trustee                                 May 16, 2000
          ---------------------
          Marcus E. Bromley

                                        Trustee                                 May 16, 2000
          --------------------
          David M. Holland

                                        Trustee                                 May 16, 2000
          ----------------------
          Lauralee E. Martin

          /s/ John W. McIntyre          Trustee                                 May 16, 2000
          --------------------
          John W. McIntyre

          /s/ Mike E. Miles             Trustee                                 May 16, 2000
          -----------------
          Mike E. Miles

          /s/ James D. Motta            Trustee                                 May 16, 2000
          ------------------
          James D. Motta
Page 3
          /s/ D. Raymond Riddle         Trustee                                 May 16, 2000
          ---------------------
          D. Raymond Riddle

          /s/ John T. Rippel            Trustee                                 May 16, 2000
          ------------------
          John T. Rippel
Page 4

                                  EXHIBIT INDEX

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

*4.1      Gables Residential Trust Fourth Amended and Restated 1994 Share Option
          and Incentive Plan

 5.1      Opinion  of  Goodwin,  Procter  & Hoar LLP as to the  legality  of the
          securities being registered

23.1      Consent of Goodwin,  Procter & Hoar LLP (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP, Independent Public Accountants

24.1      Powers  of  Attorney   (included  on  the  signature   page  of  this
          registration statement)

*    Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report
     on Form 10-K for the fiscal year ended December 31, 1998.