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 Plans)



                                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      933,721            $21.5313               $20,104,226            $6,092
</TABLE>

(1)Estimated pursuant to Rule 457(c) solely for the purpose of calculating  the
   amount  of  the  registration  fee.  The  price per share is estimated to be
   $22.5313 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>
                                 933,721 Shares
                       Merry Land & Investment Company, Inc.
                                 Common Stock

                                 -------------

                                  PROSPECTUS

                                 -------------
                               November 13, 1997

No  one  has  been  authorized   to   give  any          
information or to make any representations  not
contained  in  this  Prospectus  regarding  the        
Company  or  the  offering  made hereby and, if
given    or    made,   such   information    or
representations  must  not  be  relied  upon as
having  been  authorized  by  the Company. This           
Prospectus  does  not constitute  an  offer  to
sell, or solicitation  of  an offer to buy, any
securities  other  than  those   to   which  it
relates, nor does it constitute an offer  to or         
solicitation  of any person in any jurisdiction
in which such offer  or  solicitation  would be
unlawful.   Neither   the   delivery   of  this
Prospectus  at  any  time  nor  any  sale  made
hereunder   shall,   under  any  circumstances,
create any implication  that  there has been no
change in the affairs of the Company  since the
date  hereof  or that the information contained
herein is correct at any time subsequent to the
date hereof.

    -----------

TABLE OF CONTENTS                        PAGE

Available Information                     2
Incorporation of Certain
Documents by Reference                    2
The Company                               3
The Selling Shareholders                  4
Plan of Distribution                      6
Use of Proceeds                           6
Legal Opinions                            6

<PAGE>
PROSPECTUS
                                933,721 SHARES
                                 COMMON STOCK

   This Prospectus relates to 933,721 shares (the "Shares") of common stock, no
par  value  (the  "Common  Stock"),  of  Merry  Land & Investment Company, Inc.
("Merry Land" or the "Company"), which may be offered  by  certain shareholders
of the Company (the "Selling Shareholders") from time to time  in  transactions
on   the  New  York  Stock  Exchange  (the  "NYSE"),  in  privately  negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods  of  sale,  at  fixed prices that may be changed, at market prices
prevailing at the time of sale,  at  prices  related  to such prevailing market
prices  or  at  negotiated  prices. The Selling Shareholders  may  effect  such
transactions by selling the Shares  to  or  through  broker-dealers,  and  such
broker-dealers  may  receive compensation in the form of discounts, concessions
or commissions from the  Selling  Shareholders  or the purchasers of the Shares
for  whom  such  broker-dealers  may  act as agent or  to  whom  they  sell  as
principal, or both (which compensation  to  a particular broker-dealer might be
in excess of customary commissions). See "The  Selling  Shareholders" and "Plan
of Distribution."

   None of the proceeds of sale of the Shares will be received  by the Company.
The  Company  will  bear certain expenses (estimated at $10,000) in  connection
with the registration  of  the  Shares  under  the  Securities  Act of 1933, as
amended (the "Act"), and the sale of the Shares by the Selling Shareholders.

   The Common Stock is listed on the NYSE under the symbol "MRY."  On  November
7,  1997,  the  last  reported  sale  price of the Common Stock was $21.375 per
share.



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



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



               THE DATE OF THIS PROSPECTUS IS NOVEMBER 13, 1997.
<PAGE>
                             AVAILABLE INFORMATION

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

            1.    the Company's annual report on Form 10-K for  the  year ended
                  December 31, 1996;

            2.    the Company's quarterly reports on Form 10-Q for the quarters
                  ended March 31, 1997, June 30, 1997, and September 30, 1997;

            3.    the  Company's current reports on Form 8-K filed on July  29,
                  1997;  August  6,  1997(2); September 15, 1997; September 22,
                  1997; October 8, 1997(2); and October 31, 1997;

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

            5.    the Company's definitive proxy statement dated March 24, 1997
                  relating  to the annual meeting of shareholders held on April
                  21, 1997.

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

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

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

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

                                  THE COMPANY

      Merry Land is one of the nation's largest real estate  investment  trusts
and  is  one  of  the  country's largest owners and operators of upscale garden
apartments.  At  October  1,   1997,   the  Company  had  total  equity  market
capitalization of over $1.1 billion and  owned  a high quality portfolio of 103
apartment   communities   containing   29,091  units.   The   communities   are
geographically diversified throughout the Southern United States, located in 27
metropolitan areas, each with a population in excess of 250,000, extending from
the Washington, D.C. area to Texas and Florida.

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

<PAGE>
                           THE SELLING SHAREHOLDERS

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

<TABLE>
<CAPTION>
Selling Shareholder      Relationship with Company Shares of Common      Number of Shares      Number of Shares Owned
                                                   Stock Owned Prior to  Being Offered         After Completion of the
                                                   the Offering                                Offering
<S>                      <C>                       <C>                   <C>                   <C>
Joseph Bailey            Vice President -          62,510                58,000                4,510
                         Property Management

Hale Barrett             Director                  29,270                10,000                19,270

Ron Benton               Vice President -          79,089                79,000                89
                         Accounting

Bruce Breeding           Acquisitions and          10,000                10,000                0
                         Development Manager

Robin Brown              Accounting Manager -       7,500                 5,000                 2,500
                         Atlanta, Birmingham

Graham Brown             Maintenance Support          300                   300                   0
                         Manager

Kay Caldwell             Former Employee            7,734                 7,500                  34

Debi Conley              Regional Manager -        10,000                10,000                0
                         Augusta

Lynda Curd               Corporate Budgeting and   10,028                10,000                28
                         Reporting Man

J. Russ Davis            Vice President -          50,000                50,000                0
                         Community Support

Kathy Fairchild          Assistant Vice President  25,000                10,000                15,000
                         - Florida

Dorrie Green             Vice President -          54,038                34,000                20,038
                         Administration

W. Tennent Houston       President                178,857               156,740                17,117

Robert Kirby             Director                  10,000                10,000                0

Mary Ann Klinger         Regional Manager -        10,000                10,000                0
                         Dallas

Boone Knox               Chairman                 146,946               100,000                46,946

David A. Knox            Acquisitions and          12,185                11,300                885
                         Development Manager

Vanis LeRoy              Former Employee           1,641                 1,641                 0

Hugh Long                Director                  19,868                10,000                9,868

Linda Lopez              Recruiting/Training/Marketing 7,500              7,500                 0
                         Support Manager - Dallas

Melony Martin            Assistant Vice President  25,373                10,000                15,373
                         - Charlotte

Pierce Merry             Director                  51,752                10,000                41,752

Lisa Miller              Property Tax & Insurance   7,500                 5,000                 2,500
                         Manager

Mike Moff                Maintenance Support        7,500                 7,500                 0
                         Manager

Michele Murphy           Regional Property Manager 10,000                10,000                0
                         - Jacksonville

Linda Randolph           Assistant Vice President  25,524                25,500                24

Eileen K. Schiffer       Regional Property Manager 10,000                10,000                0
                         - Orlando

Paul Simon               Director                  10,000                10,000                0

Ralph J. Simons, Jr.     Vice President - Property 70,360                70,000                360
                         Management

Ann Smith                Regional Property Manager 10,000                10,000                0
                         - Charleston

Lynn Tabaka              Former Employee           23,740                23,740                0

Julie Teague             Administrative Support    10,000                5,000                 5,000
                         Manager

Michael N. Thompson      Executive Vice President  125,621               101,000               24,621

Mark Vernon              Assistant Vice President  25,000                25,000                0
                         - Atlanta

Lindy Ware               Regional Property Manager 10,000                10,000                0

Leigh Wilson             Regional Property Manager 10,000                10,000                0
                         - Charlotte
</TABLE>
<PAGE>
                             PLAN OF DISTRIBUTION

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

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

                                USE OF PROCEEDS

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

                                    EXPERTS

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

                                LEGAL OPINIONS

      Certain  legal  opinions  relating  to the Shares offered hereby will  be
passed upon for the Company by Hull, Towill,  Norman  & Barrett, P.C., Augusta,
Georgia.  W.  Hale  Barrett,  a member of the firm of Hull,  Towill,  Norman  &
Barrett, P.C., is a director and secretary of the Company and is also a Selling
Shareholder.  He and members of his firm own 35,290 shares of Common Stock.
<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)  the  registrant's quarterly reports  on  Form  10-Q  for  the
                quarters ended March 31, 1997, June 30, 1997, and September 30,
                1997, and the registrant's current reports on Form 8-K filed on
                July 29, 1997; August 6, 1997(2); September 15, 1997; September
                22, 1997; October 8, 1997(2); and 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.

     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  purchased  10,000  shares  of  common stock under  the  Company's
Directors Stock Loan Plan, which shares are being registered hereunder.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     The Registrant's Amended and Restated Articles  of  Incorporation  contain
the following provisions:

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

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

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

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

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

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

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

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

           (i)  For  any  appropriation,  in violation of his  duties,  of  any
                business opportunity of the corporation;

           (ii) For acts or omissions which involve intentional misconduct or a
                knowing violation of law;

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

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

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

     (d)   Any indemnification under paragraphs  (a)  and  (b) of this Article,
unless ordered by a court, shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the director,
is  proper in the circumstances because he has met the applicable  standard  of
conduct  set  forth in paragraphs (a) and (b). Such determination shall be made
(1) by the Board  of  Directors  by  a  majority vote of a quorum consisting of
directors who were not parties to such action,  suit or proceeding, or (2) if a
quorum cannot be obtained under paragraph (1) of  this  subsection, by majority
vote  of  a  committee  duly  designated  by the board of directors  (in  which
designation directors who are parties may participate),  consisting  solely  of
two or more directors not at the time parties to the proceeding; (3) by special
legal  counsel:  (a) selected by the board of directors 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.
     The  registrant relied upon the exemption from registration  contained  in
Section 4(2)  of the Securities Act of 1933, as amended (the "Securities Act"),
with respect to  the  1,049,225  shares of Common Stock constituting restricted
securities to be reoffered or resold  pursuant  to this registration statement.
Each  Selling  Shareholder  represented  in  a written  representation  to  the
registrant that the purchase of the securities  was  made for their own account
for  investment  and  not with a view towards resale or distribution;  and  the
certificates for all such  securities  were  issued  with  restrictive  legends
prohibiting   transfer  of  such  securities  except  in  compliance  with  the
Securities Act.

ITEM 8.    EXHIBITS.

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

     23.1  --   Consent of Arthur Andersen LLP

       24  --   Power of Attorney (see signature page)

ITEM 9.    UNDERTAKINGS.
     The undersigned registrant hereby undertakes:

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

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

     (ii)  To reflect in the prospectus any facts or events  arising  after the
effective date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent a
fundamental  change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the  total dollar value of securities offered would not exceed that
which was registered)  and  any  deviation  from  the  low  or  high end of the
estimated  maximum  offering  range may be reflected in the form of  prospectus
filed with the Commission pursuant  to  Rule  424(b)  if, in the aggregate, the
changes in volume and price represent no more than a 20  percent  change in the
maximum  aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

     (iii) To  include  any  material  information  with respect to the plan of
distribution  not  previously disclosed in the registration  statement  or  any
material change to such information in the registration statement;

PROVIDED, HOWEVER, that  paragraphs  (1)(i)  and  (1)(ii)  do  not apply if the
information required to be included in a post-effective amendment  by the above
paragraphs  is  contained  in periodic reports filed with or furnished  to  the
Commission by the registrant  pursuant  to  Section  13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

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

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

<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.


                              By:  /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>
<CAPTION>
        EXHIBIT                                  DOCUMENT                           Sequentially Numbered
                                                                                            PAGE
         <S>            <C>                                                                  <C>
         4.1.1          Amended and Restated Articles of Incorporation (filed as             N/A
                        Exhibit 4(a) to the Company's Shelf Registration Statement
                        on Form S-3 filed December 15, 1995, file #33-65067, and
                        incorporated by reference herein)

          4.2           Bylaws (filed as Exhibit 3(ii) to the Company's Annual               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)

         23.1           Consent of Arthur Andersen LLP

          24            Power of Attorney (see signature page)                               N/A
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION & INCENTIVE PLAN", "secsgml_size_bytes": 42718}]
{"company-data": {"conformed-name": "MERRY LAND & INVESTMENT CO INC", "cik": "0000350071", "assigned-sic": "6798", "irs-number": "580961876", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40157", "film-number": "97717228"}, "business-address": {"street1": "624 ELLIS ST", "city": "AUGUSTA", "state": "GA", "zip": "30901", "phone": "7067226756"}, "mail-address": {"street1": "PO BOX 1417", "city": "AUGUSTA", "state": "GA", "zip": "30903"}}
As filed with the Securities and Exchange Commission on 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 Plans)

                                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      933,721            $21.5313               $20,104,226            $6,092
(1)Estimated pursuant to Rule 457(c) solely for the purpose of calculating  the
   amount  of  the  registration  fee.  The  price per share is estimated to be
   $22.5313 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.
933,721 Shares
                       Merry Land & Investment Company, Inc.
                                 Common Stock

                                 -------------

                                  PROSPECTUS

                                 -------------
                               November 13, 1997

No  one  has  been  authorized   to   give  any          
information or to make any representations  not
contained  in  this  Prospectus  regarding  the        
Company  or  the  offering  made hereby and, if
given    or    made,   such   information    or
representations  must  not  be  relied  upon as
having  been  authorized  by  the Company. This           
Prospectus  does  not constitute  an  offer  to
sell, or solicitation  of  an offer to buy, any
securities  other  than  those   to   which  it
relates, nor does it constitute an offer  to or         
solicitation  of any person in any jurisdiction
in which such offer  or  solicitation  would be
unlawful.   Neither   the   delivery   of  this
Prospectus  at  any  time  nor  any  sale  made
hereunder   shall,   under  any  circumstances,
create any implication  that  there has been no
change in the affairs of the Company  since the
date  hereof  or that the information contained
herein is correct at any time subsequent to the
date hereof.

    -----------

TABLE OF CONTENTS                        PAGE

Available Information                     2
Incorporation of Certain
Documents by Reference                    2
The Company                               3
The Selling Shareholders                  4
Plan of Distribution                      6
Use of Proceeds                           6
Legal Opinions                            6
PROSPECTUS
                                933,721 SHARES
                                 COMMON STOCK

   This Prospectus relates to 933,721 shares (the "Shares") of common stock, no
par  value  (the  "Common  Stock"),  of  Merry  Land & Investment Company, Inc.
("Merry Land" or the "Company"), which may be offered  by  certain shareholders
of the Company (the "Selling Shareholders") from time to time  in  transactions
on   the  New  York  Stock  Exchange  (the  "NYSE"),  in  privately  negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods  of  sale,  at  fixed prices that may be changed, at market prices
prevailing at the time of sale,  at  prices  related  to such prevailing market
prices  or  at  negotiated  prices. The Selling Shareholders  may  effect  such
transactions by selling the Shares  to  or  through  broker-dealers,  and  such
broker-dealers  may  receive compensation in the form of discounts, concessions
or commissions from the  Selling  Shareholders  or the purchasers of the Shares
for  whom  such  broker-dealers  may  act as agent or  to  whom  they  sell  as
principal, or both (which compensation  to  a particular broker-dealer might be
in excess of customary commissions). See "The  Selling  Shareholders" and "Plan
of Distribution."

   None of the proceeds of sale of the Shares will be received  by the Company.
The  Company  will  bear certain expenses (estimated at $10,000) in  connection
with the registration  of  the  Shares  under  the  Securities  Act of 1933, as
amended (the "Act"), and the sale of the Shares by the Selling Shareholders.

   The Common Stock is listed on the NYSE under the symbol "MRY."  On  November
7,  1997,  the  last  reported  sale  price of the Common Stock was $21.375 per
share.

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

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

               THE DATE OF THIS PROSPECTUS IS NOVEMBER 13, 1997.
AVAILABLE INFORMATION

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

            1.    the Company's annual report on Form 10-K for  the  year ended
                  December 31, 1996;

            2.    the Company's quarterly reports on Form 10-Q for the quarters
                  ended March 31, 1997, June 30, 1997, and September 30, 1997;

            3.    the  Company's current reports on Form 8-K filed on July  29,
                  1997;  August  6,  1997(2); September 15, 1997; September 22,
                  1997; October 8, 1997(2); and October 31, 1997;

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

            5.    the Company's definitive proxy statement dated March 24, 1997
                  relating  to the annual meeting of shareholders held on April
                  21, 1997.

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

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

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

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

                                  THE COMPANY

      Merry Land is one of the nation's largest real estate  investment  trusts
and  is  one  of  the  country's largest owners and operators of upscale garden
apartments.  At  October  1,   1997,   the  Company  had  total  equity  market
capitalization of over $1.1 billion and  owned  a high quality portfolio of 103
apartment   communities   containing   29,091  units.   The   communities   are
geographically diversified throughout the Southern United States, located in 27
metropolitan areas, each with a population in excess of 250,000, extending from
the Washington, D.C. area to Texas and Florida.

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

      Certain  information regarding the Selling Shareholders  appears  in  the
table  below.   No  Selling  Shareholder  owns  one  percent  or  more  of  the
outstanding Common Stock.
Selling Shareholder      Relationship with Company Shares of Common      Number of Shares      Number of Shares Owned
                                                   Stock Owned Prior to  Being Offered         After Completion of the
                                                   the Offering                                Offering
Joseph Bailey            Vice President -          62,510                58,000                4,510
                         Property Management

Hale Barrett             Director                  29,270                10,000                19,270

Ron Benton               Vice President -          79,089                79,000                89
                         Accounting

Bruce Breeding           Acquisitions and          10,000                10,000                0
                         Development Manager

Robin Brown              Accounting Manager -       7,500                 5,000                 2,500
                         Atlanta, Birmingham

Graham Brown             Maintenance Support          300                   300                   0
                         Manager

Kay Caldwell             Former Employee            7,734                 7,500                  34

Debi Conley              Regional Manager -        10,000                10,000                0
                         Augusta

Lynda Curd               Corporate Budgeting and   10,028                10,000                28
                         Reporting Man

J. Russ Davis            Vice President -          50,000                50,000                0
                         Community Support

Kathy Fairchild          Assistant Vice President  25,000                10,000                15,000
                         - Florida

Dorrie Green             Vice President -          54,038                34,000                20,038
                         Administration

W. Tennent Houston       President                178,857               156,740                17,117

Robert Kirby             Director                  10,000                10,000                0

Mary Ann Klinger         Regional Manager -        10,000                10,000                0
                         Dallas

Boone Knox               Chairman                 146,946               100,000                46,946

David A. Knox            Acquisitions and          12,185                11,300                885
                         Development Manager

Vanis LeRoy              Former Employee           1,641                 1,641                 0

Hugh Long                Director                  19,868                10,000                9,868

Linda Lopez              Recruiting/Training/Marketing 7,500              7,500                 0
                         Support Manager - Dallas

Melony Martin            Assistant Vice President  25,373                10,000                15,373
                         - Charlotte

Pierce Merry             Director                  51,752                10,000                41,752

Lisa Miller              Property Tax & Insurance   7,500                 5,000                 2,500
                         Manager

Mike Moff                Maintenance Support        7,500                 7,500                 0
                         Manager

Michele Murphy           Regional Property Manager 10,000                10,000                0
                         - Jacksonville

Linda Randolph           Assistant Vice President  25,524                25,500                24

Eileen K. Schiffer       Regional Property Manager 10,000                10,000                0
                         - Orlando

Paul Simon               Director                  10,000                10,000                0

Ralph J. Simons, Jr.     Vice President - Property 70,360                70,000                360
                         Management

Ann Smith                Regional Property Manager 10,000                10,000                0
                         - Charleston

Lynn Tabaka              Former Employee           23,740                23,740                0

Julie Teague             Administrative Support    10,000                5,000                 5,000
                         Manager

Michael N. Thompson      Executive Vice President  125,621               101,000               24,621

Mark Vernon              Assistant Vice President  25,000                25,000                0
                         - Atlanta

Lindy Ware               Regional Property Manager 10,000                10,000                0

Leigh Wilson             Regional Property Manager 10,000                10,000                0
                         - Charlotte
PLAN OF DISTRIBUTION

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

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

                                USE OF PROCEEDS

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

                                    EXPERTS

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

                                LEGAL OPINIONS

      Certain  legal  opinions  relating  to the Shares offered hereby will  be
passed upon for the Company by Hull, Towill,  Norman  & Barrett, P.C., Augusta,
Georgia.  W.  Hale  Barrett,  a member of the firm of Hull,  Towill,  Norman  &
Barrett, P.C., is a director and secretary of the Company and is also a Selling
Shareholder.  He and members of his firm own 35,290 shares of Common Stock.
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)  the  registrant's quarterly reports  on  Form  10-Q  for  the
                quarters ended March 31, 1997, June 30, 1997, and September 30,
                1997, and the registrant's current reports on Form 8-K filed on
                July 29, 1997; August 6, 1997(2); September 15, 1997; September
                22, 1997; October 8, 1997(2); and 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.

     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  purchased  10,000  shares  of  common stock under  the  Company's
Directors Stock Loan Plan, which shares are being registered hereunder.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     The Registrant's Amended and Restated Articles  of  Incorporation  contain
the following provisions:

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

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

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

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

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

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

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

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

           (i)  For  any  appropriation,  in violation of his  duties,  of  any
                business opportunity of the corporation;

           (ii) For acts or omissions which involve intentional misconduct or a
                knowing violation of law;

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

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

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

     (d)   Any indemnification under paragraphs  (a)  and  (b) of this Article,
unless ordered by a court, shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the director,
is  proper in the circumstances because he has met the applicable  standard  of
conduct  set  forth in paragraphs (a) and (b). Such determination shall be made
(1) by the Board  of  Directors  by  a  majority vote of a quorum consisting of
directors who were not parties to such action,  suit or proceeding, or (2) if a
quorum cannot be obtained under paragraph (1) of  this  subsection, by majority
vote  of  a  committee  duly  designated  by the board of directors  (in  which
designation directors who are parties may participate),  consisting  solely  of
two or more directors not at the time parties to the proceeding; (3) by special
legal  counsel:  (a) selected by the board of directors 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.
     The  registrant relied upon the exemption from registration  contained  in
Section 4(2)  of the Securities Act of 1933, as amended (the "Securities Act"),
with respect to  the  1,049,225  shares of Common Stock constituting restricted
securities to be reoffered or resold  pursuant  to this registration statement.
Each  Selling  Shareholder  represented  in  a written  representation  to  the
registrant that the purchase of the securities  was  made for their own account
for  investment  and  not with a view towards resale or distribution;  and  the
certificates for all such  securities  were  issued  with  restrictive  legends
prohibiting   transfer  of  such  securities  except  in  compliance  with  the
Securities Act.

ITEM 8.    EXHIBITS.

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

     23.1  --   Consent of Arthur Andersen LLP

       24  --   Power of Attorney (see signature page)

ITEM 9.    UNDERTAKINGS.
     The undersigned registrant hereby undertakes:

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

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

     (ii)  To reflect in the prospectus any facts or events  arising  after the
effective date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent a
fundamental  change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the  total dollar value of securities offered would not exceed that
which was registered)  and  any  deviation  from  the  low  or  high end of the
estimated  maximum  offering  range may be reflected in the form of  prospectus
filed with the Commission pursuant  to  Rule  424(b)  if, in the aggregate, the
changes in volume and price represent no more than a 20  percent  change in the
maximum  aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

     (iii) To  include  any  material  information  with respect to the plan of
distribution  not  previously disclosed in the registration  statement  or  any
material change to such information in the registration statement;

PROVIDED, HOWEVER, that  paragraphs  (1)(i)  and  (1)(ii)  do  not apply if the
information required to be included in a post-effective amendment  by the above
paragraphs  is  contained  in periodic reports filed with or furnished  to  the
Commission by the registrant  pursuant  to  Section  13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

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

     Insofar as indemnification  for  liabilities  arising under the Securities
Act  may  be permitted to directors, officers and controlling  persons  of  the
Registrant  pursuant  to the foregoing provisions, or otherwise, the Registrant
has been advised that in  the opinion of the Securities and Exchange Commission
such indemnification is against  public  policy  as expressed in the Securities
Act  and  is,  therefore,  unenforceable.  In  the  event   that  a  claim  for
indemnification  against  such  liabilities  (other  than  the payment  by  the
Registrant of expenses incurred or paid by a director, officer,  or controlling
person  of  the  Registrant in the successful defense of any action,  suit,  or
proceeding) is asserted  by  such  director,  officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel  the  matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction  the  question whether
such  indemnification  by  it  is  against  public policy as expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
     Pursuant  to  the  requirements  of  the Securities  Act,  the  Registrant
certifies that it has reasonable grounds to  believe  that  it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this  registration
statement  to  be  signed  on its behalf by  the  undersigned,  thereunto  duly
authorized, in the City of Augusta, State of Georgia, on November 7, 1997.

                              MERRY LAND & INVESTMENT COMPANY, INC.

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

          4.2           Bylaws (filed as Exhibit 3(ii) to the Company's Annual               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)

         23.1           Consent of Arthur Andersen LLP

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