As filed with the Securities and Exchange Commission on October 9, 1996
                                          Registration No. 33-               


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        


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


MERRY LAND & INVESTMENT COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

                         Georgia                 58-0961876
             (State or Other Jurisdiction of(I.R.S. Employer Identification No.)
            Incorporation or Organization)

                                 624 Ellis Street
                                 Augusta, Georgia
                                  (706) 722-6756                          30901
                     (Address of Principal Executive Offices)         (Zip Code)
                                         
                          INCENTIVE STOCK OPTION PLAN
                      1994 STOCK OPTION AND INCENTIVE PLAN
                           (Full Title of the Plans)

W. Hale Barrett
Secretary
Hull, Towill, Norman & Barrett, P.C.
7th Floor, Trust Company Bank Building
P. O. Box 1564
Augusta, Georgia 30903-1564
(Name and Address of Agent for Service)

706/722-4481
(Telephone Number, Including Area Code,  of Agent for Service)








<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

==================================================================
       Title of         Amount   Proposed      Proposed    Amount       securities   to      Maximum  
      Maximum    of           to be registered       be         Offering       Aggregate       Registra
                       register  Price Per    Offering     tion
                          ed      Share (1)   Price (1)     Fee
------------------------------------------------------------------
<S>                       <C>       <C>          <C>         <C>
Common Stock,
without per value       3,055     $21.3750      $65,301     $23
==================================================================
</TABLE>

(1)    Estimated pursuant to Rule 457(h) solely for the purpose of calculating 
       the amount of the registration fee. The price per share is estimated to 
       be $21.375 based on the average of the high ($21.50) and low ($21.25)
       sales prices for the Common Stock as traded on the New York Stock 
       Exchange on October 7, 1996.
PROSPECTUS
                                  3055 Shares
Common Stock

   This Prospectus relates to 3055 shares (the "Shares") of common stock, no par
value (the "Common Stock"), of Merry Land & Investment Company, Inc. ("Merry
Land" or the "Company"), which may be offered by certain shareholders of the
Company (the "Selling Shareholders") from time to time in transactions on the
New York Stock Exchange (the "NYSE"), in privately negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of the Shares for whom such 
broker-dealers may act as agent or to whom they sell as principal, or both 
(which compensation to a particular broker-dealer might be in excess of 
customary commissions). See "The Selling Shareholders" and "Plan of 
Distribution."
   None of the proceeds of sale of the Shares will be received by the Company.
The Company will bear certain expenses (estimated at $2,500) in connection with
the registration of the Shares under the Securities Act of 1933, as amended (the
"Act"), and the sale of the Shares by the Selling Shareholders.
   The Common Stock is listed on the NYSE under the symbol "MRY." On October 7,
1996, the last reported sale price of the Common Stock was $21.375 per share.



             THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
  PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE
                             CONTRARY IS UNLAWFUL.
                                        


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS
A CRIMINAL OFFENSE.



                 The date of this Prospectus is October 8, 1996.
                              AVAILABLE INFORMATION

   The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and its Regional Offices located at: 75 Park
Place, New York, New York 10017; and 500 West Madison Street, Chicago, Illinois
60661; and can also be inspected and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The Company has filed a registration statement with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares (the "Registration Statement"). As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement. For further information,
reference is made to such Registration Statement and to the exhibits, which may
be inspected and copied at or obtained from the Commission's public reference
facilities, 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the
prescribed fees. Each statement made in this Prospectus with respect to a
document that is filed as an exhibit to the Registration Statement is qualified
by reference to such exhibit for a complete statement of the terms and
conditions thereof.

   There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:

        1.   the Company's annual report on Form 10-K for the year ended
             December 31, 1995;

        2.   the Company's quarterly reports on Form 10-Q for the quarters
             ended March 31, 1996 and June 30, 1996;

        3.   the Company's current reports on Form 8-K filed on February 14,
             1996; June 12, 1996; July 15, 1996; and August 2, 1996.

        4.   the description of the Company's Common Stock, $1.75 Series A
             Cumulative Convertible Preferred Stock and $2.15 Series C
             Cumulative Convertible Preferred Stock contained in the Company's
             registration statements on Form 8-A filed under the Exchange Act,
             including any amendments or reports filed for the purpose of
             updating such descriptions; and

        5.   the Company's definitive proxy statement dated March 13, 1996
             relating to the annual meeting of shareholders held on April 15,
             1996.

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing such
documents.

   Any statement contained herein or in a document incorporated herein by
reference or deemed to be incorporated herein by reference shall be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, in any accompanying Prospectus Supplement relating to a
specific offering of Offered Securities or in any other amendment or supplement
hereto or document subsequently incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

   Copies of all documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates), will be
provided without charge to each person who receives a copy of this Prospectus on
the written or oral request of such person directed to W. Hale Barrett, the
Company's Secretary, 624 Ellis Street, Augusta, Georgia 30901, telephone number
(706) 722-6756.

   No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstance, create any implication that there has been no change in the facts
set forth in this Prospectus or in affairs of the Company since the date 
hereof. This Prospectus does not constitute an offer or solicitation by anyone 
in any state in which such offer or solicitation is not authorized or in which 
the person making such offer or solicitation is not qualified to do so or to 
anyone to whom it is unlawful to make such offer or solicitation.

                                   THE COMPANY

   Merry Land is one of the nation's largest real estate investment trusts and
is one of the country's largest owners and operators of upscale garden
apartments. At September 30, 1996, the Company had total equity market
capitalization of over $1 billion and owned a high quality portfolio of 87
apartment communities containing 24,255 units.  The communities are
geographically diversified throughout the Southern United States, located in
twenty-eight metropolitan areas, each with a population in excess of 250,000,
extending from the Washington, D.C. area to Texas and Florida. The Company also
owns two communities in Ohio.

   Merry Land is a Georgia corporation.  It is headquartered at 624 Ellis
Street, Augusta, Georgia and its telephone number is (706) 722-6756.


                             THE SELLING SHAREHOLDERS

   Certain information regarding the Selling Shareholders appears in the table
below.  No Selling Shareholder owns one percent or more of the outstanding
Common Stock.













<TABLE>
<CAPTION>
-----------------------------------------------------------------

Selling              Relationship     Shares of       Number of                Number of
Shareholder    with Company     Common       Shares    Shares
                                  Stock           Being         Owned After
                                  Owned          Offered    Completion
                                  Prior to                   of the
                                  the                 Offering
                                  Offering
-----------------------------------------------------------------
<S>              <C>             <C>               <C>            <C>

Linda               Assistant  26,500        1000      25,500
Randolph         Vice                       <F1>
               President
-----------------------------------------------------------------
Frances L.          Payroll and   2055       2055     -0-
Blocker        Benefits                     <F3>
         Manager
               <F2>
-----------------------------------------------------------------
<FN>
<F1> Acquired on June 12, 1995 upon exercise of options granted 
  under the Company's Incentive Stock Option Plan.

<F2> Terminated employment on June 10, 1996.

<F3> Acquired on December 15, 1994 under the Company's 1994 Stock 
  Option and Incentive Plan.
</TABLE>


                               PLAN OF DISTRIBUTION

  The Company has been advised that the Selling Shareholders may sell Shares
from time to time in transactions on the NYSE or in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).

  The Selling Shareholders and any broker-dealers who act in connection with
the sale of Share hereunder may be deemed to be "underwriters" as that term is
defined in the Act, and any commissions received by them and any profit to any
dealer on any resale of the Shares as principal might be deemed to be
underwriting discounts commission with the sale of any Shares.

                                 USE OF PROCEEDS

  None of the proceeds of the sale of the Shares will be received by the
Company.

                                     EXPERTS

  The audited financial statements of the Company incorporated by reference
in this Prospectus and elsewhere in the registration statement of which this
Prospectus is a part, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.

                                  LEGAL OPINIONS

  Certain legal opinions relating to the Shares offered hereby will be passed
upon for the Company by Hull, Towill, Norman & Barrett, P.C., Augusta, Georgia.
W. Hale Barrett, a member of the firm of Hull, Towill, Norman & Barrett, P.C.,
is a director and secretary of the Company.  He and members of his firm own
27,338 shares of Common Stock.<PAGE>
<TABLE>
<CAPTION>
================================================================================
<S>                                                           <C>
No one has been authorized to give any
information or to make any representations 
not contained in this Prospectus regarding 
the Company or the offering made hereby and, 
if given or made, such information or 
representatoins must not be relied upon as               3055 Shares
having been authorized by the Company. This 
Prospectus does not constitute an offer to                     
sell, or solicitation of an offer to buy,                Merry Land
any securities other than those to which it      & Investment Company, Inc.
relates, nor does it constitute an offer to                   
or solicitation of any person in any 
jurisdiction in which such offer or                     Common Stock
solicitation would be unlawful. Neither the                   
delivery of this Prospectus at any time nor               ________
any sale made hereunder shall, under any 
circumstances, create any implication that               Prospectus
there has been no change in the affairs of 
the Company since the date hereof or that                 ________
the information contained herein is correct                   
at any time subsequent to the date hereof.              October 8, 1996     
              _________
================================================================================
</TABLE>
TABLE OF CONTENTS
                                                                            Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Expert . . . . . . . . . . . . . . . . . .                              PART II
                INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
   The following documents are incorporated herein by reference:

             a.   the registrant's annual report on Form 10-K for the fiscal
                  year ended December 31, 1995;

             b.   the registrant's current reports on Form 8-K filed on February
                  14, 1996; June 12, 1996; July 15, 1996 and August 2, 1996;

             c.   the registrant's quarterly reports on Form 10-Q for the
                  quarters ended March 31, 1996 and June 30, 1996;

             d.   the description of the registrant's Common Stock contained in
                  its registration statement on Form 8-A filed under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), including any amendment or report filed for the purpose
                  of updating such description.

   All documents subsequently filed by the registrant pursuant to Section 13(a),
13(c) 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.

Item 4. Description of Securities.

   Not applicable.

Item 5.
             Interests of Named Experts and Counsel.

   Not applicable.

Item 6.
             Indemnification of Directors and Officers.

   The Registrant's Amended and Restated Articles of Incorporation contain the
following provisions:

             (a)  No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for breach of his duty
of care or other duty as a director, provided that this provision shall
eliminate or limit the liability of a director only to the maximum extent
permitted by the Georgia Business Corporation Code or any successor law.

             (b)  Any repeal or modification of Section 11 by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

   The Registrant's By-laws include the following indemnification provisions:

   (a)  The corporation shall indemnify any person who was or is threatened to
be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (by reason
of the fact that he is or was a director of the corporation (as used in this
Article VII, "director" shall have the meaning set forth in O.C.G.A. (S)
14-2-850(2)), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

  No indemnification under this subsection (a) shall be made:

       (i)       In connection with a proceeding by or in the right of the
                 corporation in which the director was adjudged liable to the
                 corporation; or

       (ii)      In connection with any other proceeding in which he was
                 adjudged liable on the basis that personal benefit was
                 improperly received by him.

  (b)  The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact he is or was a director, against expenses, (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation; no indemnification under this subsection (b) shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, or is subjected to injunctive relief
in favor of the corporation:

       (i)       For any appropriation, in violation of his duties, of any
                 business opportunity of the corporation;
       (ii)      For acts or omissions which involve intentional misconduct
                 or a knowing violation of law;

       (iii)     For the types of liability set forth in Code Section
                 14-2-832; or

       (iv)      For any transaction from which he received an improper
                 personal benefit, unless and only to the extent that the
                 court in which such action or suit was brought shall
                 determine upon application that, despite adjudication of
                 liability but in view of all the circumstances of the case,
                 such person is fairly and reasonably entitled to indemnity
                 for such expenses which the court shall deem proper (see
                 amendment to articles of incorporation dated May 3, 1988).

  (c)  To the extent that a director of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in paragraphs (a) and (b) of this Article, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

  (d)  Any indemnification under paragraphs (a) and (b) of this Article,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
is proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs (a) and (b). Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if a
quorum cannot be obtained under paragraph (1) of this subsection, by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely of two
or more directors not at the time parties to the proceeding; (3) by special
legal counsel: (a) selected by the board of directors of its committee in the
manner prescribed in paragraph (1) or (2) of this subsection; or (b) if a quorum
of the board of directors cannot be obtained under paragraph (1) of this
subsection and a committee cannot be designated under paragraph (2) of this
subsection, selected by majority vote of the full board of directors (in which
selection directors who are parties may participate); or (4) by the
shareholders, but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on the determination;
(5) authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness or expenses shall be made in the same manner as
the determination that indemnification is permissible; except that if the
determination is made by special legal counsel, authorization or indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) above to select counsel.

  (e)  Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding only if:

       (i)  The director furnishes the corporation a written affirmation of
            his good faith belief that his conduct does not constitute
            behavior of the kind described in subsection (b) of this Code
            section; and

       (ii) The director furnishes the corporation a written undertaking,
            executed personally or on his behalf, to repay any advances if it
            is ultimately determined that he is not entitled to
            indemnification under this Code section.

  (f)  If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the corporation, the corporation
shall, not later than the next annual meeting of the shareholders, unless such
meeting is held within three (3) months from the date of such payment, and, in
any event, within fifteen (15) months from the date of such payment, send (by
personal delivery or first class mail, or such other means as is authorized by
O.C.G.A. Section 14-2-113) to its shareholders of record at the time entitled to
vote for the election of directors, a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.

  (g)  For purposes of this Article, reference to "the corporation" shall be
as defined in Section 14-2-850 O.C.G.A.

  (h)  The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall, unless otherwise provided when a director's term
is terminated, continue as to a person who has ceased to be a director, and
shall inure to the benefit of the heirs, executors and administrator of such a
person.

Item 7.     Exemption from Registration Claimed.

  The registrant relied upon the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the 3055 shares of Common Stock constituting restricted
securities to be reoffered or resold pursuant to this registration statement. 
The Selling Shareholders were not directors or executive officers of the
registrant at the time such securities were acquired; each Selling Shareholder
represented in a written representation to the registrant that the purchase of
the securities was made for their own account for investment and not with a view
towards resale or distribution; and the certificates for all such securities
were issued with restrictive legends prohibiting transfer of such securities
except in compliance with the Securities Act.

Item 8.     Exhibits.

    4.1  --   Amended and Restated Articles of Incorporation (filed as Exhibit
              4(a) to the Company's Shelf Registration Statement on Form S-3
              filed December 15, 1995, file #33-65067, and incorporated by
              reference herein)

    4.2  --   Bylaws (filed as Exhibit 3(ii) to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1993 and incorporated
              by reference herein)

    4.3  --   Specimen Common Stock Certificate (filed as Exhibit 4(f) to the
              registrant's shelf registration statement on Form S-3 filed
              February 9, 1995, registration number 33-57453, and incorporated
              by reference herein)

    23.1 --   Consent of Arthur Andersen LLP


    24   --   Power of Attorney (see signature page)

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 (the "Securities Act"); and

  (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 the above
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

  Insofar as indemnification for liabilities arising under the Securities Act
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
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 and will be governed by
the final adjudication of such issue.
                                SIGNATURES
  Pursuant to the requirements of the Securities Act, 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 Augusta, State of Georgia, on October 7, 1996.


                                                    MERRY LAND & INVESTMENT
                                                    COMPANY, INC.


                                                    
                                                              /s/
                                                    By:___________________
                                                         W. Tennant Houston
                                                          As Its President   
                      
                            POWER OF ATTORNEY

  Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated. Each of the undersigned officers and directors of the Registrant
hereby constitutes Peter S. Knox III and W. Tennent Houston, either of whom may 
act, his true and lawful attorneys-in-fact with full power to sign for him and 
in his name in the capacities indicated below and to file any and all 
amendments to the registration statement filed herewith, making such changes in 
the registration statement as the registrant deems appropriate, and generally 
to do all such things in his name and behalf in his capacity as an officer and 
director to enable the registrant to comply with the provisions of the 
Securities Act and all requirements of the Securities and Exchange Commission.

<TABLE>
<CAPTION>
================================================================================
<S>        <C>                         <C>             <C>
         Signature             Title and Capacity      Date
                                                      Signed
                                 Chairman of the 
                                   Board and
            /s/                  Chief Executive         
________________________(L.S.)       Officer      Oct. 7, 1996
      Peter S. Knox III


                                  President and 
            /s/                  Chief Financial
 ________________________(L.S.)     Officer        Oct. 7, 1996
    W. Tennent Houston


            /s/                   Secretary and
 ________________________(L.S.)      Director      Oct. 7, 1996
       W. Hale Barrett


            /s/
 ________________________(L.S.)      Director      Oct. 7, 1996
      Pierce Merry, Jr.


            /s/
 ________________________(L.S.)      Director      Oct. 7, 1996
     Hugh Calvin Long II


            /s/
 ________________________(L.S.     Controller      Oct. 7, 1996
     Ronald J. Benton
================================================================================
</TABLE>


                             EXHIBIT INDEX
                                    
(Exhibits described in Item 8 and not listed in this index are incorporated by
                              reference.)
                                    
<TABLE>
<CAPTION>
================================================================================
<S>                                 <C>                             <C>
          Exhibit                 Document                      Sequentially
                                                                  Numbered
                                                                    Page
             4.1.1                Amended and Restated Articles of Incorporation
                                 (filed as Exhibit 4(a) to the Company's Shelf
                                 Registration Statement on Form S-3 filed December       N/A
                                 15, 1995, file #33-65067, and incorporated by
                                 reference herein)

            4.2                  Bylaws (filed as Exhibit 3(ii) to the Company's
                                 Annual Report on Form 10-K for the year ended
                                 December 31, 1993 and incorporated by reference         N/A
                                 herein)
 
            4.3                  Specimen Common Stock Certificate (filed as Exhibit
                                 4(f) to the registrant's shelf registration
                                 statement on Form S-3 filed February 9, 1995,           N/A
                                 registration number 33-57453, and incorporated by
                                 reference herein)

           23.1                  Consent of Arthur Andersen LLP

            24                   Power of Attorney (see signature page)
================================================================================
</TABLE>
<END>
[{"type": "S-8", "sequence": "1", "description": "S-8.001", "secsgml_size_bytes": 38036}]
{"company-data": {"conformed-name": "MERRY LAND & INVESTMENT CO INC", "cik": "0000350071", "assigned-sic": "6798", "irs-number": "580961876", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13765", "film-number": "96641006"}, "business-address": {"street1": "624 ELLIS ST", "city": "AUGUSTA", "state": "GA", "zip": "30901", "phone": "7067226756"}, "mail-address": {"street1": "PO BOX 1417", "city": "AUGUSTA", "state": "GA", "zip": "30903"}}
As filed with the Securities and Exchange Commission on October 9, 1996
                                          Registration No. 33-               

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        

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

MERRY LAND & INVESTMENT COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

                         Georgia                 58-0961876
             (State or Other Jurisdiction of(I.R.S. Employer Identification No.)
            Incorporation or Organization)

                                 624 Ellis Street
                                 Augusta, Georgia
                                  (706) 722-6756                          30901
                     (Address of Principal Executive Offices)         (Zip Code)
                                         
                          INCENTIVE STOCK OPTION PLAN
                      1994 STOCK OPTION AND INCENTIVE PLAN
                           (Full Title of the Plans)

W. Hale Barrett
Secretary
Hull, Towill, Norman & Barrett, P.C.
7th Floor, Trust Company Bank Building
P. O. Box 1564
Augusta, Georgia 30903-1564
(Name and Address of Agent for Service)

706/722-4481
(Telephone Number, Including Area Code,  of Agent for Service)
CALCULATION OF REGISTRATION FEE

==================================================================
       Title of         Amount   Proposed      Proposed    Amount       securities   to      Maximum  
      Maximum    of           to be registered       be         Offering       Aggregate       Registra
                       register  Price Per    Offering     tion
                          ed      Share (1)   Price (1)     Fee
------------------------------------------------------------------
Common Stock,
without per value       3,055     $21.3750      $65,301     $23
==================================================================
(1)    Estimated pursuant to Rule 457(h) solely for the purpose of calculating 
       the amount of the registration fee. The price per share is estimated to 
       be $21.375 based on the average of the high ($21.50) and low ($21.25)
       sales prices for the Common Stock as traded on the New York Stock 
       Exchange on October 7, 1996.
PROSPECTUS
                                  3055 Shares
Common Stock

   This Prospectus relates to 3055 shares (the "Shares") of common stock, no par
value (the "Common Stock"), of Merry Land & Investment Company, Inc. ("Merry
Land" or the "Company"), which may be offered by certain shareholders of the
Company (the "Selling Shareholders") from time to time in transactions on the
New York Stock Exchange (the "NYSE"), in privately negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of the Shares for whom such 
broker-dealers may act as agent or to whom they sell as principal, or both 
(which compensation to a particular broker-dealer might be in excess of 
customary commissions). See "The Selling Shareholders" and "Plan of 
Distribution."
   None of the proceeds of sale of the Shares will be received by the Company.
The Company will bear certain expenses (estimated at $2,500) in connection with
the registration of the Shares under the Securities Act of 1933, as amended (the
"Act"), and the sale of the Shares by the Selling Shareholders.
   The Common Stock is listed on the NYSE under the symbol "MRY." On October 7,
1996, the last reported sale price of the Common Stock was $21.375 per share.

             THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
  PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE
                             CONTRARY IS UNLAWFUL.
                                        

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS
A CRIMINAL OFFENSE.

                 The date of this Prospectus is October 8, 1996.
                              AVAILABLE INFORMATION

   The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and its Regional Offices located at: 75 Park
Place, New York, New York 10017; and 500 West Madison Street, Chicago, Illinois
60661; and can also be inspected and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The Company has filed a registration statement with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares (the "Registration Statement"). As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement. For further information,
reference is made to such Registration Statement and to the exhibits, which may
be inspected and copied at or obtained from the Commission's public reference
facilities, 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the
prescribed fees. Each statement made in this Prospectus with respect to a
document that is filed as an exhibit to the Registration Statement is qualified
by reference to such exhibit for a complete statement of the terms and
conditions thereof.

   There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:

        1.   the Company's annual report on Form 10-K for the year ended
             December 31, 1995;

        2.   the Company's quarterly reports on Form 10-Q for the quarters
             ended March 31, 1996 and June 30, 1996;

        3.   the Company's current reports on Form 8-K filed on February 14,
             1996; June 12, 1996; July 15, 1996; and August 2, 1996.

        4.   the description of the Company's Common Stock, $1.75 Series A
             Cumulative Convertible Preferred Stock and $2.15 Series C
             Cumulative Convertible Preferred Stock contained in the Company's
             registration statements on Form 8-A filed under the Exchange Act,
             including any amendments or reports filed for the purpose of
             updating such descriptions; and

        5.   the Company's definitive proxy statement dated March 13, 1996
             relating to the annual meeting of shareholders held on April 15,
             1996.

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing such
documents.

   Any statement contained herein or in a document incorporated herein by
reference or deemed to be incorporated herein by reference shall be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, in any accompanying Prospectus Supplement relating to a
specific offering of Offered Securities or in any other amendment or supplement
hereto or document subsequently incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

   Copies of all documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates), will be
provided without charge to each person who receives a copy of this Prospectus on
the written or oral request of such person directed to W. Hale Barrett, the
Company's Secretary, 624 Ellis Street, Augusta, Georgia 30901, telephone number
(706) 722-6756.

   No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstance, create any implication that there has been no change in the facts
set forth in this Prospectus or in affairs of the Company since the date 
hereof. This Prospectus does not constitute an offer or solicitation by anyone 
in any state in which such offer or solicitation is not authorized or in which 
the person making such offer or solicitation is not qualified to do so or to 
anyone to whom it is unlawful to make such offer or solicitation.

                                   THE COMPANY

   Merry Land is one of the nation's largest real estate investment trusts and
is one of the country's largest owners and operators of upscale garden
apartments. At September 30, 1996, the Company had total equity market
capitalization of over $1 billion and owned a high quality portfolio of 87
apartment communities containing 24,255 units.  The communities are
geographically diversified throughout the Southern United States, located in
twenty-eight metropolitan areas, each with a population in excess of 250,000,
extending from the Washington, D.C. area to Texas and Florida. The Company also
owns two communities in Ohio.

   Merry Land is a Georgia corporation.  It is headquartered at 624 Ellis
Street, Augusta, Georgia and its telephone number is (706) 722-6756.

                             THE SELLING SHAREHOLDERS

   Certain information regarding the Selling Shareholders appears in the table
below.  No Selling Shareholder owns one percent or more of the outstanding
Common Stock.
-----------------------------------------------------------------

Selling              Relationship     Shares of       Number of                Number of
Shareholder    with Company     Common       Shares    Shares
                                  Stock           Being         Owned After
                                  Owned          Offered    Completion
                                  Prior to                   of the
                                  the                 Offering
                                  Offering
-----------------------------------------------------------------
Linda               Assistant  26,500        1000      25,500
Randolph         Vice
President
-----------------------------------------------------------------
Frances L.          Payroll and   2055       2055     -0-
Blocker        Benefits
Manager
-----------------------------------------------------------------
Acquired on June 12, 1995 upon exercise of options granted 
  under the Company's Incentive Stock Option Plan.
Terminated employment on June 10, 1996.
Acquired on December 15, 1994 under the Company's 1994 Stock 
  Option and Incentive Plan.
PLAN OF DISTRIBUTION

  The Company has been advised that the Selling Shareholders may sell Shares
from time to time in transactions on the NYSE or in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).

  The Selling Shareholders and any broker-dealers who act in connection with
the sale of Share hereunder may be deemed to be "underwriters" as that term is
defined in the Act, and any commissions received by them and any profit to any
dealer on any resale of the Shares as principal might be deemed to be
underwriting discounts commission with the sale of any Shares.

                                 USE OF PROCEEDS

  None of the proceeds of the sale of the Shares will be received by the
Company.

                                     EXPERTS

  The audited financial statements of the Company incorporated by reference
in this Prospectus and elsewhere in the registration statement of which this
Prospectus is a part, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.

                                  LEGAL OPINIONS

  Certain legal opinions relating to the Shares offered hereby will be passed
upon for the Company by Hull, Towill, Norman & Barrett, P.C., Augusta, Georgia.
W. Hale Barrett, a member of the firm of Hull, Towill, Norman & Barrett, P.C.,
is a director and secretary of the Company.  He and members of his firm own
27,338 shares of Common Stock.
================================================================================
No one has been authorized to give any
information or to make any representations 
not contained in this Prospectus regarding 
the Company or the offering made hereby and, 
if given or made, such information or 
representatoins must not be relied upon as               3055 Shares
having been authorized by the Company. This 
Prospectus does not constitute an offer to                     
sell, or solicitation of an offer to buy,                Merry Land
any securities other than those to which it      & Investment Company, Inc.
relates, nor does it constitute an offer to                   
or solicitation of any person in any 
jurisdiction in which such offer or                     Common Stock
solicitation would be unlawful. Neither the                   
delivery of this Prospectus at any time nor               ________
any sale made hereunder shall, under any 
circumstances, create any implication that               Prospectus
there has been no change in the affairs of 
the Company since the date hereof or that                 ________
the information contained herein is correct                   
at any time subsequent to the date hereof.              October 8, 1996     
              _________
================================================================================
TABLE OF CONTENTS
                                                                            Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Expert . . . . . . . . . . . . . . . . . .                              PART II
                INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
   The following documents are incorporated herein by reference:

             a.   the registrant's annual report on Form 10-K for the fiscal
                  year ended December 31, 1995;

             b.   the registrant's current reports on Form 8-K filed on February
                  14, 1996; June 12, 1996; July 15, 1996 and August 2, 1996;

             c.   the registrant's quarterly reports on Form 10-Q for the
                  quarters ended March 31, 1996 and June 30, 1996;

             d.   the description of the registrant's Common Stock contained in
                  its registration statement on Form 8-A filed under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), including any amendment or report filed for the purpose
                  of updating such description.

   All documents subsequently filed by the registrant pursuant to Section 13(a),
13(c) 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.

Item 4. Description of Securities.

   Not applicable.

Item 5.
             Interests of Named Experts and Counsel.

   Not applicable.

Item 6.
             Indemnification of Directors and Officers.

   The Registrant's Amended and Restated Articles of Incorporation contain the
following provisions:

             (a)  No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for breach of his duty
of care or other duty as a director, provided that this provision shall
eliminate or limit the liability of a director only to the maximum extent
permitted by the Georgia Business Corporation Code or any successor law.

             (b)  Any repeal or modification of Section 11 by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

   The Registrant's By-laws include the following indemnification provisions:

   (a)  The corporation shall indemnify any person who was or is threatened to
be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (by reason
of the fact that he is or was a director of the corporation (as used in this
Article VII, "director" shall have the meaning set forth in O.C.G.A. (S)
14-2-850(2)), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

  No indemnification under this subsection (a) shall be made:

       (i)       In connection with a proceeding by or in the right of the
                 corporation in which the director was adjudged liable to the
                 corporation; or

       (ii)      In connection with any other proceeding in which he was
                 adjudged liable on the basis that personal benefit was
                 improperly received by him.

  (b)  The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact he is or was a director, against expenses, (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation; no indemnification under this subsection (b) shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, or is subjected to injunctive relief
in favor of the corporation:

       (i)       For any appropriation, in violation of his duties, of any
                 business opportunity of the corporation;
       (ii)      For acts or omissions which involve intentional misconduct
                 or a knowing violation of law;

       (iii)     For the types of liability set forth in Code Section
                 14-2-832; or

       (iv)      For any transaction from which he received an improper
                 personal benefit, unless and only to the extent that the
                 court in which such action or suit was brought shall
                 determine upon application that, despite adjudication of
                 liability but in view of all the circumstances of the case,
                 such person is fairly and reasonably entitled to indemnity
                 for such expenses which the court shall deem proper (see
                 amendment to articles of incorporation dated May 3, 1988).

  (c)  To the extent that a director of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in paragraphs (a) and (b) of this Article, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

  (d)  Any indemnification under paragraphs (a) and (b) of this Article,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
is proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs (a) and (b). Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if a
quorum cannot be obtained under paragraph (1) of this subsection, by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely of two
or more directors not at the time parties to the proceeding; (3) by special
legal counsel: (a) selected by the board of directors of its committee in the
manner prescribed in paragraph (1) or (2) of this subsection; or (b) if a quorum
of the board of directors cannot be obtained under paragraph (1) of this
subsection and a committee cannot be designated under paragraph (2) of this
subsection, selected by majority vote of the full board of directors (in which
selection directors who are parties may participate); or (4) by the
shareholders, but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on the determination;
(5) authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness or expenses shall be made in the same manner as
the determination that indemnification is permissible; except that if the
determination is made by special legal counsel, authorization or indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) above to select counsel.

  (e)  Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding only if:

       (i)  The director furnishes the corporation a written affirmation of
            his good faith belief that his conduct does not constitute
            behavior of the kind described in subsection (b) of this Code
            section; and

       (ii) The director furnishes the corporation a written undertaking,
            executed personally or on his behalf, to repay any advances if it
            is ultimately determined that he is not entitled to
            indemnification under this Code section.

  (f)  If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the corporation, the corporation
shall, not later than the next annual meeting of the shareholders, unless such
meeting is held within three (3) months from the date of such payment, and, in
any event, within fifteen (15) months from the date of such payment, send (by
personal delivery or first class mail, or such other means as is authorized by
O.C.G.A. Section 14-2-113) to its shareholders of record at the time entitled to
vote for the election of directors, a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.

  (g)  For purposes of this Article, reference to "the corporation" shall be
as defined in Section 14-2-850 O.C.G.A.

  (h)  The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall, unless otherwise provided when a director's term
is terminated, continue as to a person who has ceased to be a director, and
shall inure to the benefit of the heirs, executors and administrator of such a
person.

Item 7.     Exemption from Registration Claimed.

  The registrant relied upon the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the 3055 shares of Common Stock constituting restricted
securities to be reoffered or resold pursuant to this registration statement. 
The Selling Shareholders were not directors or executive officers of the
registrant at the time such securities were acquired; each Selling Shareholder
represented in a written representation to the registrant that the purchase of
the securities was made for their own account for investment and not with a view
towards resale or distribution; and the certificates for all such securities
were issued with restrictive legends prohibiting transfer of such securities
except in compliance with the Securities Act.

Item 8.     Exhibits.

    4.1  --   Amended and Restated Articles of Incorporation (filed as Exhibit
              4(a) to the Company's Shelf Registration Statement on Form S-3
              filed December 15, 1995, file #33-65067, and incorporated by
              reference herein)

    4.2  --   Bylaws (filed as Exhibit 3(ii) to the Company's Annual Report on
              Form 10-K for the year ended December 31, 1993 and incorporated
              by reference herein)

    4.3  --   Specimen Common Stock Certificate (filed as Exhibit 4(f) to the
              registrant's shelf registration statement on Form S-3 filed
              February 9, 1995, registration number 33-57453, and incorporated
              by reference herein)

    23.1 --   Consent of Arthur Andersen LLP

    24   --   Power of Attorney (see signature page)

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 (the "Securities Act"); and

  (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 the above
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

  Insofar as indemnification for liabilities arising under the Securities Act
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
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 and will be governed by
the final adjudication of such issue.
                                SIGNATURES
  Pursuant to the requirements of the Securities Act, 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 Augusta, State of Georgia, on October 7, 1996.

                                                    MERRY LAND & INVESTMENT
                                                    COMPANY, INC.

                                                    
                                                              /s/
                                                    By:___________________
                                                         W. Tennant Houston
                                                          As Its President   
                      
                            POWER OF ATTORNEY

  Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated. Each of the undersigned officers and directors of the Registrant
hereby constitutes Peter S. Knox III and W. Tennent Houston, either of whom may 
act, his true and lawful attorneys-in-fact with full power to sign for him and 
in his name in the capacities indicated below and to file any and all 
amendments to the registration statement filed herewith, making such changes in 
the registration statement as the registrant deems appropriate, and generally 
to do all such things in his name and behalf in his capacity as an officer and 
director to enable the registrant to comply with the provisions of the 
Securities Act and all requirements of the Securities and Exchange Commission.
================================================================================
Signature             Title and Capacity      Date
                                                      Signed
                                 Chairman of the 
                                   Board and
            /s/                  Chief Executive         
________________________(L.S.)       Officer      Oct. 7, 1996
      Peter S. Knox III

                                  President and 
            /s/                  Chief Financial
 ________________________(L.S.)     Officer        Oct. 7, 1996
    W. Tennent Houston

            /s/                   Secretary and
 ________________________(L.S.)      Director      Oct. 7, 1996
       W. Hale Barrett

            /s/
 ________________________(L.S.)      Director      Oct. 7, 1996
      Pierce Merry, Jr.

            /s/
 ________________________(L.S.)      Director      Oct. 7, 1996
     Hugh Calvin Long II

            /s/
 ________________________(L.S.     Controller      Oct. 7, 1996
     Ronald J. Benton
================================================================================
EXHIBIT INDEX
                                    
(Exhibits described in Item 8 and not listed in this index are incorporated by
                              reference.)
================================================================================
Exhibit                 Document                      Sequentially
                                                                  Numbered
                                                                    Page
             4.1.1                Amended and Restated Articles of Incorporation
                                 (filed as Exhibit 4(a) to the Company's Shelf
                                 Registration Statement on Form S-3 filed December       N/A
                                 15, 1995, file #33-65067, and incorporated by
                                 reference herein)

            4.2                  Bylaws (filed as Exhibit 3(ii) to the Company's
                                 Annual Report on Form 10-K for the year ended
                                 December 31, 1993 and incorporated by reference         N/A
                                 herein)
 
            4.3                  Specimen Common Stock Certificate (filed as Exhibit
                                 4(f) to the registrant's shelf registration
                                 statement on Form S-3 filed February 9, 1995,           N/A
                                 registration number 33-57453, and incorporated by
                                 reference herein)

           23.1                  Consent of Arthur Andersen LLP

            24                   Power of Attorney (see signature page)
================================================================================