As filed with the Securities and Exchange Commission on February 28, 2001

                                                 Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       _________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                       _________________________________

                            GABLES RESIDENTIAL TRUST
             (Exact Name of Registrant as Specified in Its Charter)

            Maryland                                   58-2077868
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                             2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600
                    (Address of Principal Executive Offices)

                            Restricted Share Awards
                              (Full Title of Plan)


                                Chris D. Wheeler
                     President and Chief Executive Officer
                            Gables Residential Trust
                             2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600
           (Name, Address and Telephone Number of Agent For Service)
                  ____________________________________________
                                With a copy to:
                             Gilbert G. Menna, P.C.
                            Ettore A. Santucci, P.C.
                              Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                     ______________________________________

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
Title of Securities                                   Proposed Maximum Offering     Proposed Maximum            Amount of
 To Be Registered           Amount to be Registered(1)     Price Per Share       Aggregate Offering Price   Registration Fee
--------------------        -----------------------    ------------------------- ------------------------   -----------------
<S>                            <C>                       <C>                      <C>                          <C>
Common Shares of Beneficial     50,695                       $26.805 (2)              $1,358,879.48             $339.72
Interest, par value $.01 per
share

<FN>


(1)  This Registration  Statement also relates to such  indeterminate  number of
     additional shares as may be required pursuant to the restricted share award
     agreements in the event of a stock dividend, reverse stock split, split-up,
     recapitalization or other similar event.

(2)  This estimate is made pursuant to Rule 457(h) under the  Securities  Act of
     1933,  as  amended  (the  "Securities  Act"),  solely for the  purposes  of
     determining the  registration fee and is based upon the average of the high
     and low sale prices of the common  shares as reported on the New York Stock
     Exchange on February 26, 2001.

</FN>
</TABLE>
<PAGE>
                                       2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

     Gables  Residential  Trust  (the  "Registrant")   hereby   incorporates  by
reference  the following  documents  which have  previously  been filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1999;

(b)  The  Registrant's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
     ended March 31, 2000, June 30, 2000 and September 30, 2000;

(c)  The  Registrant's  Proxy  Statement  dated  March 31,  2000 for its  annual
     meeting of shareholders held on May 16, 2000;

(d)  The Registrant's Current Report on Form 8-K dated February 23, 2001; and

(e)  The  description  of  the  Registrant's  common  shares  contained  in  its
     Registration  Statement on Form 8- A, filed with the Commission on November
     23,  1993,  as  amended,  under  Section  12 of the  Exchange  Act  and any
     amendments and reports filed for the purpose of updating that description.

     In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a statement  contained herein or in any subsequently  filed document
which also is  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.


Item 4. Description of Securities.
        -------------------------

     Not Applicable.


Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     Not Applicable.

Item 6. Indemnification of Trustees and Officers.
        ----------------------------------------

     The  Registrant's  declaration  of trust and the  partnership  agreement of
Gables Realty Limited Partnership,  a Delaware limited partnership and operating
subsidiary  of the  Registrant,  provide  limitations  on the  liability  of the
Registrant's  trustees and officers for monetary damages to the Registrant.  The
declaration  of trust and the bylaws  obligate the  Registrant  to indemnify its
trustees and officers,  and permit the Registrant to indemnify its employees and
other agents,  against particular  liabilities incurred in connection with their
service in such  capacities.  These  provisions  could reduce the legal remedies
available to the Registrant and the shareholders against these individuals.
<PAGE>
                                       3


     The  Registrant's  bylaws  require it to  indemnify,  to the full extent of
Maryland law, any present or former trustee or officer (and such person's spouse
and children) (an "Indemnitee") who is or was a party or threatened to be made a
party to any  proceeding  by  reason  of his or her  service  in that  capacity,
against all expenses,  judgments,  fines and amounts paid in settlement actually
and  reasonably  incurred  by  him or her in  connection  with  the  proceeding,
provided that the  Registrant  shall have received a written  affirmation by the
Indemnitee  that he or she  has  met  the  standard  of  conduct  necessary  for
indemnification  by the  Registrant as authorized by the bylaws.  The Registrant
shall not be required to indemnify an Indemnitee if (a) it is  established  that
(1) the  Indemnitee's  act or  omission  was  committed  in bad faith or was the
result of active or deliberate dishonesty,  (2) the Indemnitee actually received
an improper  personal benefit in money,  property or services or (3) in the case
of a criminal  proceeding,  the Indemnitee had reasonable  cause to believe that
the Indemnitee's act or omission was unlawful,  (b) the proceeding was initiated
by the  Indemnitee,  (c) the  Indemnitee  received  payment  for  such  expenses
pursuant to insurance or otherwise or (d) the proceeding arises under Section 16
of the Exchange Act. Pursuant to the bylaws, the Indemnitee is required to repay
the amount  paid or  reimbursed  by the  Registrant  if it shall  ultimately  be
determined  that the  standard of conduct was not met. The  Registrant's  bylaws
permit the  Registrant  to provide  such other and  further  indemnification  or
payment or reimbursement of expenses as may be permitted by the Maryland General
Corporation Law or to which the Indemnitee may be entitled. The bylaws of Gables
GP, Inc., a Texas corporation and wholly-owned  subsidiary of the Registrant and
the  general  partner of Gables  Realty  Limited  Partnership,  contain  similar
provisions that are consistent with Texas law.

     Each of the Registrant's  executive  officers and trustees has entered into
an  indemnification  agreement  with  the  Registrant,   Gables  Realty  Limited
Partnership and Gables GP, Inc. The indemnification  agreements  require,  among
other matters, that the Registrant, Gables Realty Limited Partnership and Gables
GP, Inc.  indemnify  the  Registrant's  executive  officers  and trustees to the
fullest  extent  permitted  by law and  advance  to the  Registrant's  executive
officers and trustees all related  expenses,  subject to  reimbursement if it is
subsequently  determined that  indemnification is not permitted.  The Registrant
must also  indemnify  and advance  all  expenses  incurred  by the  Registrant's
executive  officer  and  trustees  seeking to  enforce  their  rights  under the
indemnification  agreements and cover them under the Registrant's  trustees' and
officers' liability  insurance.  Although the form of indemnification  agreement
offers  substantially  the same scope of  coverage  afforded by law, it provides
assurance to the trustees and executive  officers that  indemnification  will be
available  because such contracts cannot be modified  unilaterally in the future
by the Board or the shareholders to eliminate the rights they provide.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Not Applicable.

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

     The  following  is a  complete  list  of  exhibits  filed  as  part of this
Registration Statement.

Exhibit
-------

4.1  Amended and Restated  Declaration of Trust of the Registrant  (incorporated
     herein by reference to the Registrant's Registration Statement on Form S-11
     (File No. 33-70570), as amended).

4.2  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares
     (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's
     Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).

4.3  Articles of Amendment to the Registrant's  Amended and Restated Declaration
     of Trust  (incorporated  herein by reference to the Registrant's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.
     1-12590)).

4.4  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares
     (incorporated  herein by reference to the Registrant's  Quarterly Report on
     Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).
<PAGE>
                                       4


4.5  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred
     Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's
     Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).

4.6  Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended
     (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's
     Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.
     1-12590)).

4.7  Form of Restricted Share Award Agreement.

5.1  Opinion of Goodwin  Procter LLP as to the legality of the securities  being
     registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1 Powers of Attorney  (contained on the signature  page to this  Registration
     Statement).


Item 9. Undertakings.
        ------------

(a)  The undersigned registrant hereby undertakes:

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

          (i)  To include any  prospectus  required by Section 10 (a) (3) of the
               Securities Act of 1933;

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

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

provided,  however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  Registration
Statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the Registrant's  annual report pursuant to Section 13 (a) or 15 (d) of the
     Exchange  Act of 1934 (and,  where  applicable,  each filing of an employee
     benefit plan's annual report pursuant to Section 15 (d) of the Exchange Act
     of 1934) that is  incorporated by reference in the  Registration  Statement
     shall  be  deemed  to be a  new  Registration  Statement  relating  to  the
     securities  offered  therein,  and the offering of such  securities at that
     time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
                                       5


(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers or controlling persons the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.


<PAGE>
                                       6


                                   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  Atlanta,  State  of  Georgia,  on this  28th day of
February, 2001.

                                        GABLES RESIDENTIAL TRUST


                                        By: /s/ Chris D. Wheeler
                                          ----------------------------------
                                          Chris D. Wheeler
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Chris D. Wheeler and Marvin R. Banks, Jr.
such  person's  true and  lawful  attorney-in-fact  and agent with full power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto,  and all  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby  ratifying and confirming all that any said  attorney-in-fact
and agent,  or any  substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

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

     Signature                 Capacity                              Date
     ---------                 --------                             ------
<S>                           <C>                                   <C>

/s/ Chris D. Wheeler
---------------------     President, Chief Executive Officer  February 28, 2001
Chris D. Wheeler          and Chairman
                          (Principal Executive Officer)


/s/ Marvin R. Banks, Jr.
------------------------  Senior Vice President and  Chief    February 28, 2001
Marvin R. Banks, Jr.      Financial Officer
                          (Principal Financial Officer)

/s/ Dawn H. Severt
------------------------  Vice President and Chief Accounting February 28, 2001
Dawn H. Severt            Officer (Principal Accounting
                          Officer)


/s/ C. Jordan Clark
------------------------  Senior Vice President, Chief        February 28, 2001
C. Jordan Clark           Investment Officer and Trustee


/s/ Marcus E. Bromley
------------------------  Trustee                             February 28, 2001
Marcus E. Bromley



------------------------   Trustee                            February 28, 2001
David M. Holland



------------------------   Trustee                            February 28, 2001
Lauralee E. Martin


/s/ John W. McIntyre
------------------------   Trustee                            February 28, 2001
John W. McIntyre


/s/ Mike E. Miles
------------------------   Trustee                            February 28, 2001
Mike E. Miles


/s/ James D. Motta
------------------------   Trustee                            February 28, 2001
James D. Motta
<PAGE>


                                 EXHIBIT INDEX

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

4.1  Amended and Restated  Declaration of Trust of the Registrant  (incorporated
     herein by reference to the Registrant's Registration Statement on Form S-11
     (File No. 33-70570), as amended).

4.2  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares
     (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's
     Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).

4.3  Articles of Amendment to the Registrant's  Amended and Restated Declaration
     of Trust  (incorporated  herein by reference to the Registrant's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.
     1-12590)).

4.4  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares
     (incorporated  herein by reference to the Registrant's  Quarterly Report on
     Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).

4.5  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred
     Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's
     Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).

4.6  Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended
     (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's
     Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.
     1-12590)).

4.7  Form of Restricted Share Award Agreement.

5.1  Opinion of Goodwin  Procter LLP as to the legality of the securities  being
     registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1 Powers of Attorney  (contained on the signature  page to this  Registration
     Statement).



</TABLE>
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As filed with the Securities and Exchange Commission on February 28, 2001

                                                 Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       _________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                       _________________________________

                            GABLES RESIDENTIAL TRUST
             (Exact Name of Registrant as Specified in Its Charter)

            Maryland                                   58-2077868
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                             2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600
                    (Address of Principal Executive Offices)

                            Restricted Share Awards
                              (Full Title of Plan)

                                Chris D. Wheeler
                     President and Chief Executive Officer
                            Gables Residential Trust
                             2859 Paces Ferry Road
                            Overlook III, Suite 1450
                             Atlanta, Georgia 30339
                                 (770) 436-4600
           (Name, Address and Telephone Number of Agent For Service)
                  ____________________________________________
                                With a copy to:
                             Gilbert G. Menna, P.C.
                            Ettore A. Santucci, P.C.
                              Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                     ______________________________________

                        CALCULATION OF REGISTRATION FEE
Title of Securities                                   Proposed Maximum Offering     Proposed Maximum            Amount of
 To Be Registered           Amount to be Registered(1)     Price Per Share       Aggregate Offering Price   Registration Fee
--------------------        -----------------------    ------------------------- ------------------------   -----------------
Common Shares of Beneficial     50,695                       $26.805 (2)              $1,358,879.48             $339.72
Interest, par value $.01 per
share
(1)  This Registration  Statement also relates to such  indeterminate  number of
     additional shares as may be required pursuant to the restricted share award
     agreements in the event of a stock dividend, reverse stock split, split-up,
     recapitalization or other similar event.

(2)  This estimate is made pursuant to Rule 457(h) under the  Securities  Act of
     1933,  as  amended  (the  "Securities  Act"),  solely for the  purposes  of
     determining the  registration fee and is based upon the average of the high
     and low sale prices of the common  shares as reported on the New York Stock
     Exchange on February 26, 2001.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     Gables  Residential  Trust  (the  "Registrant")   hereby   incorporates  by
reference  the following  documents  which have  previously  been filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1999;

(b)  The  Registrant's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
     ended March 31, 2000, June 30, 2000 and September 30, 2000;

(c)  The  Registrant's  Proxy  Statement  dated  March 31,  2000 for its  annual
     meeting of shareholders held on May 16, 2000;

(d)  The Registrant's Current Report on Form 8-K dated February 23, 2001; and

(e)  The  description  of  the  Registrant's  common  shares  contained  in  its
     Registration  Statement on Form 8- A, filed with the Commission on November
     23,  1993,  as  amended,  under  Section  12 of the  Exchange  Act  and any
     amendments and reports filed for the purpose of updating that description.

     In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein shall be deemed to be modified or superseded  for purposes  hereof to the
extent that a statement  contained herein or in any subsequently  filed document
which also is  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description of Securities.
        -------------------------

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     Not Applicable.

Item 6. Indemnification of Trustees and Officers.
        ----------------------------------------

     The  Registrant's  declaration  of trust and the  partnership  agreement of
Gables Realty Limited Partnership,  a Delaware limited partnership and operating
subsidiary  of the  Registrant,  provide  limitations  on the  liability  of the
Registrant's  trustees and officers for monetary damages to the Registrant.  The
declaration  of trust and the bylaws  obligate the  Registrant  to indemnify its
trustees and officers,  and permit the Registrant to indemnify its employees and
other agents,  against particular  liabilities incurred in connection with their
service in such  capacities.  These  provisions  could reduce the legal remedies
available to the Registrant and the shareholders against these individuals.
3

     The  Registrant's  bylaws  require it to  indemnify,  to the full extent of
Maryland law, any present or former trustee or officer (and such person's spouse
and children) (an "Indemnitee") who is or was a party or threatened to be made a
party to any  proceeding  by  reason  of his or her  service  in that  capacity,
against all expenses,  judgments,  fines and amounts paid in settlement actually
and  reasonably  incurred  by  him or her in  connection  with  the  proceeding,
provided that the  Registrant  shall have received a written  affirmation by the
Indemnitee  that he or she  has  met  the  standard  of  conduct  necessary  for
indemnification  by the  Registrant as authorized by the bylaws.  The Registrant
shall not be required to indemnify an Indemnitee if (a) it is  established  that
(1) the  Indemnitee's  act or  omission  was  committed  in bad faith or was the
result of active or deliberate dishonesty,  (2) the Indemnitee actually received
an improper  personal benefit in money,  property or services or (3) in the case
of a criminal  proceeding,  the Indemnitee had reasonable  cause to believe that
the Indemnitee's act or omission was unlawful,  (b) the proceeding was initiated
by the  Indemnitee,  (c) the  Indemnitee  received  payment  for  such  expenses
pursuant to insurance or otherwise or (d) the proceeding arises under Section 16
of the Exchange Act. Pursuant to the bylaws, the Indemnitee is required to repay
the amount  paid or  reimbursed  by the  Registrant  if it shall  ultimately  be
determined  that the  standard of conduct was not met. The  Registrant's  bylaws
permit the  Registrant  to provide  such other and  further  indemnification  or
payment or reimbursement of expenses as may be permitted by the Maryland General
Corporation Law or to which the Indemnitee may be entitled. The bylaws of Gables
GP, Inc., a Texas corporation and wholly-owned  subsidiary of the Registrant and
the  general  partner of Gables  Realty  Limited  Partnership,  contain  similar
provisions that are consistent with Texas law.

     Each of the Registrant's  executive  officers and trustees has entered into
an  indemnification  agreement  with  the  Registrant,   Gables  Realty  Limited
Partnership and Gables GP, Inc. The indemnification  agreements  require,  among
other matters, that the Registrant, Gables Realty Limited Partnership and Gables
GP, Inc.  indemnify  the  Registrant's  executive  officers  and trustees to the
fullest  extent  permitted  by law and  advance  to the  Registrant's  executive
officers and trustees all related  expenses,  subject to  reimbursement if it is
subsequently  determined that  indemnification is not permitted.  The Registrant
must also  indemnify  and advance  all  expenses  incurred  by the  Registrant's
executive  officer  and  trustees  seeking to  enforce  their  rights  under the
indemnification  agreements and cover them under the Registrant's  trustees' and
officers' liability  insurance.  Although the form of indemnification  agreement
offers  substantially  the same scope of  coverage  afforded by law, it provides
assurance to the trustees and executive  officers that  indemnification  will be
available  because such contracts cannot be modified  unilaterally in the future
by the Board or the shareholders to eliminate the rights they provide.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Not Applicable.

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

     The  following  is a  complete  list  of  exhibits  filed  as  part of this
Registration Statement.

Exhibit
-------

4.1  Amended and Restated  Declaration of Trust of the Registrant  (incorporated
     herein by reference to the Registrant's Registration Statement on Form S-11
     (File No. 33-70570), as amended).

4.2  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares
     (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's
     Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).

4.3  Articles of Amendment to the Registrant's  Amended and Restated Declaration
     of Trust  (incorporated  herein by reference to the Registrant's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.
     1-12590)).

4.4  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares
     (incorporated  herein by reference to the Registrant's  Quarterly Report on
     Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).
4

4.5  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred
     Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's
     Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).

4.6  Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended
     (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's
     Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.
     1-12590)).

4.7  Form of Restricted Share Award Agreement.

5.1  Opinion of Goodwin  Procter LLP as to the legality of the securities  being
     registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1 Powers of Attorney  (contained on the signature  page to this  Registration
     Statement).

Item 9. Undertakings.
        ------------

(a)  The undersigned registrant hereby undertakes:

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

          (i)  To include any  prospectus  required by Section 10 (a) (3) of the
               Securities Act of 1933;

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

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

provided,  however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  Registration
Statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the Registrant's  annual report pursuant to Section 13 (a) or 15 (d) of the
     Exchange  Act of 1934 (and,  where  applicable,  each filing of an employee
     benefit plan's annual report pursuant to Section 15 (d) of the Exchange Act
     of 1934) that is  incorporated by reference in the  Registration  Statement
     shall  be  deemed  to be a  new  Registration  Statement  relating  to  the
     securities  offered  therein,  and the offering of such  securities at that
     time shall be deemed to be the initial bona fide offering thereof.
5

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers or controlling persons the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
6

                                   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  Atlanta,  State  of  Georgia,  on this  28th day of
February, 2001.

                                        GABLES RESIDENTIAL TRUST

                                        By: /s/ Chris D. Wheeler
                                          ----------------------------------
                                          Chris D. Wheeler
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Chris D. Wheeler and Marvin R. Banks, Jr.
such  person's  true and  lawful  attorney-in-fact  and agent with full power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all  exhibits  thereto,  and all  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby  ratifying and confirming all that any said  attorney-in-fact
and agent,  or any  substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                 Capacity                              Date
     ---------                 --------                             ------
/s/ Chris D. Wheeler
---------------------     President, Chief Executive Officer  February 28, 2001
Chris D. Wheeler          and Chairman
                          (Principal Executive Officer)

/s/ Marvin R. Banks, Jr.
------------------------  Senior Vice President and  Chief    February 28, 2001
Marvin R. Banks, Jr.      Financial Officer
                          (Principal Financial Officer)

/s/ Dawn H. Severt
------------------------  Vice President and Chief Accounting February 28, 2001
Dawn H. Severt            Officer (Principal Accounting
                          Officer)

/s/ C. Jordan Clark
------------------------  Senior Vice President, Chief        February 28, 2001
C. Jordan Clark           Investment Officer and Trustee

/s/ Marcus E. Bromley
------------------------  Trustee                             February 28, 2001
Marcus E. Bromley

------------------------   Trustee                            February 28, 2001
David M. Holland

------------------------   Trustee                            February 28, 2001
Lauralee E. Martin

/s/ John W. McIntyre
------------------------   Trustee                            February 28, 2001
John W. McIntyre

/s/ Mike E. Miles
------------------------   Trustee                            February 28, 2001
Mike E. Miles

/s/ James D. Motta
------------------------   Trustee                            February 28, 2001
James D. Motta
EXHIBIT INDEX

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

4.1  Amended and Restated  Declaration of Trust of the Registrant  (incorporated
     herein by reference to the Registrant's Registration Statement on Form S-11
     (File No. 33-70570), as amended).

4.2  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 8.30% Series A Cumulative Redeemable Preferred Shares
     (incorporated  herein  by  reference  to  Exhibit  4.1 to the  Registrant's
     Current Report on Form 8-K dated July 24, 1997 (File No. 1-12590)).

4.3  Articles of Amendment to the Registrant's  Amended and Restated Declaration
     of Trust  (incorporated  herein by reference to the Registrant's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  30,  1998  (File  No.
     1-12590)).

4.4  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust creating the 5.00% Series Z Cumulative Redeemable Preferred Shares
     (incorporated  herein by reference to the Registrant's  Quarterly Report on
     Form 10-Q for the quarter ended June 30, 1998 (File No. 1- 12590)).

4.5  Articles Supplementary to the Registrant's Amended and Restated Declaration
     of Trust  creating  the 8.625%  Series B  Cumulative  Redeemable  Preferred
     Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant's
     Current Report on Form 8-K dated November 12, 1998 (File No. 1-12590)).

4.6  Second  Amended  and  Restated  Bylaws  of  the   Registrant,   as  amended
     (incorporated herein by reference to Exhibit 3.1(ii)(a) to the Registrant's
     Annual  Report on Form 10-K for the year ended  December 31, 1999 (File No.
     1-12590)).

4.7  Form of Restricted Share Award Agreement.

5.1  Opinion of Goodwin  Procter LLP as to the legality of the securities  being
     registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1 Powers of Attorney  (contained on the signature  page to this  Registration
     Statement).