As filed with the Securities and Exchange Commission on November 13, 1997
                                                    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)

                       STOCK OPTION AND INCENTIVE PLAN
                           (Full Title of the Plan)



                                W. Hale Barrett
                                   Secretary
                     Hull, Towill, Norman & Barrett, P.C.
                       7th Floor, SunTrust 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
<TABLE>
<CAPTION>
            Title of                  Amount to        Proposed Maximum       Proposed Maximum        Amount of
           securities                    be           Offering Price Per     Aggregate Offering     Registration
        to be registered             registered            Share(1)               Price(1)               Fee
<S>                              <C>                <C>                    <C>                    <C>
Common Stock, without par value  2,133,700          $21.5313               $45,941,334            $13,921

(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
   $21.5313 based on the average of the high ($21.75)  and low ($21.3125) sales
   prices  for  the Common Stock as traded on the New York  Stock  Exchange  on
   November 7, 1997.
<PAGE>
                                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, 1996;

   (b)all other reports filed pursuant to <section>  13(a)  or  <section> 15(d)
      since the end of the fiscal year covered by the most recent 10-K, 
      including (i) the  registrant's quarterly reports on Form 10-Q for the 
      quarters ended March 31, 1997,  June  30,  1997,  and  September 30, 
      1997; and (ii) the registrant's current reports on Form 8-K filed on

           (A)July 29, 1997;
           (B)August 6, 1997(2);
           (C)September 15, 1997;
           (D)September 22, 1997;
           (E)October 8, 1997(2); and
           (F)October 31, 1997;

   (c)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;

   (d)the registrant's definitive proxy statement dated March 24, 1997 relating
      to the annual meeting of shareholders held on April 21, 1997.

   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.
   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 and is also a  Selling  Shareholder.
He  and members of his firm own 35,290 shares of Common Stock.  Mr. Barrett  is
eligible  to  receive  awards  of  Stock  Loan Rights under the Company's Stock
Option and Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   The Registrant's 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 or 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.
   Not applicable.

ITEM 8.  EXHIBITS.
      4.1  -    Amended  and  Restated  Articles of Incorporation (incorporated
                herein by reference to Exhibit  4(a)  to  the  Company's  Shelf
                Registration  Statement  of  Form  S-3 filed December 15, 1995,
                file number 33-65067), as amended by  Articles  of Amendment to
                Articles   of   Incorporation   re  Series  D  Preferred  Stock
                (incorporated herein by reference to Exhibit 4 to the Company's
                current report on Form 8-K filed December 11, 1996)

      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)

        5  --   Opinion of Hull, Towill, Norman & Barrett, P.C.

     23.1  -    Consent of Arthur Andersen LLP

     23.2  --   Consent  of  Hull,  Towill, Norman & Barrett, P.C. (included in
                Exhibit 5)

       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 (1)(i) and  (1)(ii)  do  not  apply  if  the
registration  statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3,  and 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 Section 15(d) of the
Securities Exchange Act of 1934 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.

   The undersigned registrant hereby undertakes  to  deliver  or  cause  to  be
delivered with the prospectus, to each person to whom the prospectus is sent or
given,  the  latest  annual  report to security holders that is incorporated by
reference  in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
requirements of Rule 14a-3 or Rule  14c-3  under  the  Exchange  Act; and where
interim  financial  information  required  to  be  presented  by Article  3  of
Regulation S-X is not set forth in the Prospectus, to deliver or  cause  to  be
delivered  to  each  person to whom the prospectus is sent or given, the latest
quarterly  report  that  is  specifically  incorporated  by  reference  in  the
prospectus to provide such interim financial information.

   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.


       Signature Blocks on Following Page
<PAGE>
                              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 November 7, 1997.


                             MERRY LAND & INVESTMENT COMPANY, INC.

                             
                             /s/  W. TENNENT HOUSTON
                             ----------------------
                             As Its President

<PAGE>
                           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 BOONE A.  KNOX  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

/s/
______________(L.S.)         Chairman of the Board              Nov. 10, 1997
BOONE A. KNOX

/s/
______________(L.S.)            President and                   Nov. 10, 1997
W. TENNENT HOUSTON           Chief Executive Officer

/s/
______________(L.S.)         Secretary and Director             Nov. 11, 1997
W. HALE BARRETT

/s/
______________(L.S.)               Director                     Nov. 11, 1997
ROBERT P. KIRBY
     
/s/
______________(L.S.)               Director                     Nov. 11, 1997
PAUL S. SIMON
      
/s/
______________(L.S.)               Director                     Nov. 12, 1997
MICHAEL N. THOMPSON          Executive Vice President 
                            and Chief Operating Officer

/s/
______________(L.S.)               Director                     Nov. 11, 1997
HUGH CALVIN LONG II

/s/
______________(L.S.)             Vice-President                 Nov. 11, 1997
RONALD J. BENTON

<PAGE>
                                 EXHIBIT INDEX

(EXHIBITS DESCRIBED IN ITEM 8 AND NOT LISTED IN THIS INDEX ARE INCORPORATED BY
 REFERENCE.)


</TABLE>
<TABLE>
<CAPTION>
        EXHIBIT                                  DOCUMENT                           Sequentially Numbered
                                                                                            PAGE
         <S>            <C>                                                                  <C>
         4.1.1          Articles of Incorporation (filed as Exhibit 3(i) to the              N/A
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1993 and incorporated by reference herein)

         4.1.2          Articles of Amendment to Articles of Incorporation (filed            N/A
                        as Exhibit 1 to the registrant's report on Form 8-K/A
                        filed January 24, 1995 amending the Company's report on
                        Form 8-K filed on November 3, 1994, and incorporated by
                        reference herein)

          4.2           Bylaws (filed as Exhibit 3(ii) to the Company's Annual               N/A
                        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)             N/A
                        to the registrant's shelf registration statement on Form
                        S-3 filed February 9, 1995, registration number 33-57453,
                        and incorporated by reference herein)

           5            Opinion of Hull, Towill, Norman & Barrett, P.C.

         23.1           Consent of Arthur Andersen LLP

         23.2           Consent of Hull, Towill, Norman & Barrett, P.C.
                        (included in Exhibit 5)

          24            Power of Attorney (see signature page)                               N/A
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION & INCENTIVE PLAN", "secsgml_size_bytes": 24862}]
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As filed with the Securities and Exchange Commission on November 13, 1997
                                                    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)

                       STOCK OPTION AND INCENTIVE PLAN
                           (Full Title of the Plan)

                                W. Hale Barrett
                                   Secretary
                     Hull, Towill, Norman & Barrett, P.C.
                       7th Floor, SunTrust 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 to        Proposed Maximum       Proposed Maximum        Amount of
           securities                    be           Offering Price Per     Aggregate Offering     Registration
        to be registered             registered            Share(1)               Price(1)               Fee
Common Stock, without par value  2,133,700          $21.5313               $45,941,334            $13,921

(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
   $21.5313 based on the average of the high ($21.75)  and low ($21.3125) sales
   prices  for  the Common Stock as traded on the New York  Stock  Exchange  on
   November 7, 1997.
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, 1996;

   (b)all other reports filed pursuant to
13(a)  or
15(d)
      since the end of the fiscal year covered by the most recent 10-K, 
      including (i) the  registrant's quarterly reports on Form 10-Q for the 
      quarters ended March 31, 1997,  June  30,  1997,  and  September 30, 
      1997; and (ii) the registrant's current reports on Form 8-K filed on

           (A)July 29, 1997;
           (B)August 6, 1997(2);
           (C)September 15, 1997;
           (D)September 22, 1997;
           (E)October 8, 1997(2); and
           (F)October 31, 1997;

   (c)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;

   (d)the registrant's definitive proxy statement dated March 24, 1997 relating
      to the annual meeting of shareholders held on April 21, 1997.

   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.
   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 and is also a  Selling  Shareholder.
He  and members of his firm own 35,290 shares of Common Stock.  Mr. Barrett  is
eligible  to  receive  awards  of  Stock  Loan Rights under the Company's Stock
Option and Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   The Registrant's 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 or 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.
   Not applicable.

ITEM 8.  EXHIBITS.
      4.1  -    Amended  and  Restated  Articles of Incorporation (incorporated
                herein by reference to Exhibit  4(a)  to  the  Company's  Shelf
                Registration  Statement  of  Form  S-3 filed December 15, 1995,
                file number 33-65067), as amended by  Articles  of Amendment to
                Articles   of   Incorporation   re  Series  D  Preferred  Stock
                (incorporated herein by reference to Exhibit 4 to the Company's
                current report on Form 8-K filed December 11, 1996)

      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)

        5  --   Opinion of Hull, Towill, Norman & Barrett, P.C.

     23.1  -    Consent of Arthur Andersen LLP

     23.2  --   Consent  of  Hull,  Towill, Norman & Barrett, P.C. (included in
                Exhibit 5)

       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 (1)(i) and  (1)(ii)  do  not  apply  if  the
registration  statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3,  and 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 Section 15(d) of the
Securities Exchange Act of 1934 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.

   The undersigned registrant hereby undertakes  to  deliver  or  cause  to  be
delivered with the prospectus, to each person to whom the prospectus is sent or
given,  the  latest  annual  report to security holders that is incorporated by
reference  in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
requirements of Rule 14a-3 or Rule  14c-3  under  the  Exchange  Act; and where
interim  financial  information  required  to  be  presented  by Article  3  of
Regulation S-X is not set forth in the Prospectus, to deliver or  cause  to  be
delivered  to  each  person to whom the prospectus is sent or given, the latest
quarterly  report  that  is  specifically  incorporated  by  reference  in  the
prospectus to provide such interim financial information.

   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.

       Signature Blocks on Following Page
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 November 7, 1997.

                             MERRY LAND & INVESTMENT COMPANY, INC.

                             
                             /s/  W. TENNENT 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 BOONE A.  KNOX  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

/s/
______________(L.S.)         Chairman of the Board              Nov. 10, 1997
BOONE A. KNOX

/s/
______________(L.S.)            President and                   Nov. 10, 1997
W. TENNENT HOUSTON           Chief Executive Officer

/s/
______________(L.S.)         Secretary and Director             Nov. 11, 1997
W. HALE BARRETT

/s/
______________(L.S.)               Director                     Nov. 11, 1997
ROBERT P. KIRBY
     
/s/
______________(L.S.)               Director                     Nov. 11, 1997
PAUL S. SIMON
      
/s/
______________(L.S.)               Director                     Nov. 12, 1997
MICHAEL N. THOMPSON          Executive Vice President 
                            and Chief Operating Officer

/s/
______________(L.S.)               Director                     Nov. 11, 1997
HUGH CALVIN LONG II

/s/
______________(L.S.)             Vice-President                 Nov. 11, 1997
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          Articles of Incorporation (filed as Exhibit 3(i) to the              N/A
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1993 and incorporated by reference herein)

         4.1.2          Articles of Amendment to Articles of Incorporation (filed            N/A
                        as Exhibit 1 to the registrant's report on Form 8-K/A
                        filed January 24, 1995 amending the Company's report on
                        Form 8-K filed on November 3, 1994, and incorporated by
                        reference herein)

          4.2           Bylaws (filed as Exhibit 3(ii) to the Company's Annual               N/A
                        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)             N/A
                        to the registrant's shelf registration statement on Form
                        S-3 filed February 9, 1995, registration number 33-57453,
                        and incorporated by reference herein)

           5            Opinion of Hull, Towill, Norman & Barrett, P.C.

         23.1           Consent of Arthur Andersen LLP

         23.2           Consent of Hull, Towill, Norman & Barrett, P.C.
                        (included in Exhibit 5)

          24            Power of Attorney (see signature page)                               N/A