<PAGE>
 
As filed with the Securities and Exchange Commission on February 25, 1997
                                             Registration No. 333-_____________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             COLUMBUS REALTY TRUST
             (Exact name of registrant as specified in its charter)

        TEXAS                                         75-2509086
(State of Organization)                 (I.R.S. Employer Identification No.)

15851 DALLAS PARKWAY, SUITE 855, DALLAS, TEXAS             75248    
   (Address of principal executive offices)              (zip code)

                 COLUMBUS REALTY TRUST EMPLOYEE INCENTIVE PLAN
                           (Full title of the plan)

                                ROBERT L. SHAW
                        15851 DALLAS PARKWAY, SUITE 855
                             DALLAS, TEXAS  75248
                    (Name and address of agent for service)

                                (972) 387-1492
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
                                         Proposed           Proposed
        Title of             Amount       Maximum            Maximum
    Securities to be         to be     Offering Price       Aggregate             Amount of
       Registered          Registered  Per Share/(1)/  Offering Price/(1)/  Registration Fee/(2)/
 
-------------------------------------------------------------------------------------------------
<S>                        <C>           <C>             <C>                     <C>
Common Shares, $.01 par     1,000,000     $20.6875        $20,687,500             $6,269
 value per share
=================================================================================================
</TABLE>

(1)    Estimated solely for the purposes of calculating the registration fee.

(2)    Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
       registration fee has been calculated based on the average of the high and
       low prices of the Common Shares of the Registrant on the New York Stock
       Exchange on February 20, 1997.
<PAGE>
 
                                 PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1.  PLAN INFORMATION.*

2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

____________________

*   Information required by Part I of Form S-8 to be contained in a prospectus
    meeting the requirements of Section 10(a) of the Securities Act of 1933 is
    omitted from this Registration Statement in accordance with Rule 428 under
    the Securities Act of 1933 and the Note to Part I of Form S-8.

                                      -i-
<PAGE>
 
                SUBJECT TO COMPLETION - DATED FEBRUARY 25, 1997
                          FORM OF REOFFER PROSPECTUS
-------------------------------------------------------------------------------
                               1,000,000 Shares

                             COLUMBUS REALTY TRUST

                     Common Shares of Beneficial Interest

------------------------------------------------------------------------------
All of the 1,000,000 common shares of beneficial interest, $.01 par value per
share (the "Common Shares"), of Columbus Realty Trust (the "Company") offered
hereby are offered for the account of the shareholders described herein (the
"Selling Shareholders").  See "Selling Shareholders."  The shares to be offered
are those to be acquired by the Selling Shareholders pursuant to the Columbus
Realty Trust Employee Incentive Plan.  The Company will not receive any proceeds
from the sale of such Common Shares by the Selling Shareholders.  The 1,000,000
Common Shares offered hereby are referred to herein as the "Selling Shareholder
Shares."

    The shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest.  Such sales may
be made on the New York Stock Exchange (the "NYSE") or other exchanges on which
the Common Shares are then traded, in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions.  The Selling Shareholder Shares may
be sold in one or more of the following transactions: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Selling Shareholder
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by the broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of the exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers.  In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale.  These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the sales.  In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.

    The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any.  The Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, except for selling commissions
associated with the sale of the Selling Shareholder Shares, all of which will be
paid by the Selling Shareholders.

    The Common Shares are listed on the NYSE under the symbol "CLB."  The
closing price of the Common Shares as reported on the NYSE on February 24, 1997,
was $21.375 per share.

--------------------------------------------------------------------------------
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 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.
                                        
--------------------------------------------------------------------------------

               The date of this Prospectus is February __, 1997.
<PAGE>
 
                             AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-8 under the Securities Act with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the content of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of the
contract or other document filed as an exhibit to the Registration Statement,
each statement being qualified in all respects by that reference and the
exhibits and schedules to the Registration Statement. For further information
regarding the Company and the securities offered hereby, reference is hereby
made to the Registration Statement and the exhibits and schedules to the
Registration Statement which may be obtained from the Commission at its
principal office in Washington, D.C., upon payment of fees prescribed by the
Commission.

     The Company is subject to the informational 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
Commission. The reports, proxy and information statements, the Registration
Statement and exhibits and financial statements thereto, and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and will also be available
for inspection and copying at the regional offices of the Commission located at
13th Floor, 7 World Trade Center, New York, New York 10048 and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of the material can be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material may also be obtained from the web
site that the Commission maintains at http://www.sec.gov. The Common Shares are
traded on the NYSE. The reports, proxy and information statements and other
information also can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

     The Company furnishes its shareholders with annual reports containing
financial statements audited by its independent auditors and with quarterly
reports containing unaudited summary financial information for each of the first
three quarters of each fiscal year.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

                                      -2-
<PAGE>
 
     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1996;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996; and

     (e)  The description of the Common Shares contained in the Company's
          Registration Statement on Form 8-A filed December 16, 1993.

     All documents filed by the Company pursuant to Section 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 this offering shall be deemed to be incorporated by reference
into this Prospectus.

     Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

     The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of that person, a copy of any document incorporated herein by
reference (other than exhibits to those documents unless the exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates by reference).  Requests should be directed to Mr. J. Michael Lewis
Columbus Realty Trust, 15851 Dallas Parkway, Suite 855, Dallas, Texas 75248.

                                      -3-
<PAGE>
 
                                  THE COMPANY

GENERAL

     Columbus Realty Trust (the "Company") is a self-administered and self-
managed real estate investment trust ("REIT") formed pursuant to the Texas Real
Estate Investment Trust Act, as amended (the "Texas REIT Act").  The Company
presently owns and operates (i) 22 multifamily residential properties comprising
a total of 5,407 apartment units, (ii) two industrial properties, and (iii) one
retail property (collectively, the "Properties"), all but two of which are
located in the greater Dallas, Texas metropolitan area.  The residential
Properties completed at December 31, 1996 had an occupancy rate of approximately
97% as of such date.  The Company also owns five parcels of land in the greater
Dallas, Texas and Jackson, Mississippi metropolitan areas which currently are
under construction and three (3) additional properties under development and
proposed to commence construction during 1997 (collectively, the "Development
Properties").  The Company anticipates that the Development Properties currently
under construction will add approximately 2,547 apartment units to the Company's
portfolio upon completion.  The Company expects that approximately 1,389 of
these additional apartment units will be completed in 1997 and the remaining
1,158 will be completed in 1998.  In addition, the Company expects to acquire
The Commons at Turtle Creek, containing 158 units, on or before March 1, 1997.
After the acquisition and completion of the Development Properties, the Company
will own a total of approximately 8,112 units in 31 residential properties.

     The Company intends to develop each of the Development Properties and
additional  communities targeted for development with the same quality of
construction, innovation in design and uniqueness of setting that have
distinguished prior communities developed by the Company and its predecessors.
The Company also may from time to time make acquisitions of additional income-
producing properties which further its strategies, satisfy its standards for
quality and provide potential for attractive returns on investment.

     The Company's core strategy is to acquire and develop dense concentrations
of units in close proximity in targeted areas which are near major employment
centers and which have long term growth potential.  The Company believes this
strategy enables it to realize operating efficiencies, offer enhanced resident
amenities, and better serve its residents, thereby providing the Company with a
competitive advantage over others who do not have concentrated unit ownership.
The Company historically has focused its development activities on the greater
Dallas, Texas metropolitan area.  Recently the Company has announced plans for
the construction or redevelopment of properties in Houston, Texas and Denver,
Colorado.  The Company is continuing to explore the feasibility of developments
in additional targeted metropolitan areas and anticipates further expansion into
new markets in a manner consistent with its core strategy.

     The Company generally targets residents who are "renters by choice," that
is, those who prefer the convenience and luxury afforded by the Company's
residential Properties to home ownership and who have income levels in excess of
that necessary to enable them to afford the Company's rental rates.  The Company
intensively manages its communities and responds to the needs and lifestyles of
its residents.  Management believes that these practices enable it to attract
and retain residents.  The Company utilizes proprietary leasing software,
private telephone systems, private cable television systems, energy management
systems and other management and

                                      -4-
<PAGE>
 
operating applications to generate additional revenue and achieve operating
efficiencies and cost savings.

     The Common Shares are listed on the NYSE under the symbol "CLB."  On
December 26, 1996, the Company paid a dividend of $0.395 per Common Share for
the fourth quarter of 1996, to all shareholders of record on December 23, 1996.
The Company intends to continue making regular quarterly distributions to its
shareholders.  Distributions depend upon a variety of factors, and there can be
no assurance that future distributions will be made.

     The Company operates as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended.

THE PROPERTIES

     The following table sets forth certain information relating to the
Company's completed residential Properties, and estimated information relating
to the Development Properties and the Development Land.
<TABLE>
<CAPTION>
                                                              Year
                                                            Completed    Total
                                                             or to be    Number
            Completed Properties                Location    Completed  of Units
            --------------------                ---------   ---------  ---------
<S>                                            <C>          <C>          <C>
The Meridian.................................    Dallas          1991        132
The Worthington..............................    Dallas          1993        332
The Vintage..................................    Dallas          1993        160
The Residences...............................    Dallas          1987        196
Uptown Village...............................    Dallas          1995        300
The Rock.....................................    Dallas          1988        208
Windhaven Village............................    Dallas          1991        474
Parkway Village Villas.......................    Dallas          1986        136
Springstead Condominiums.....................    Dallas          1983         66
Reflections on McCallum......................    Dallas          1986        198
Town Lake/Parks..............................    Dallas     1987/1986    238/160
Lakeside Village.............................    Dallas          1986        327
Villas at Valley Ranch.......................    Dallas          1985         55
Ascension Point/Ascension Point II...........    Dallas     1985/1995      79/86
Lakeshore....................................    Dallas          1988        404
The Trace/The Trace II.......................  Jackson, MS  1989/1995    282/204
Hackberry Creek/Hackberry Creek II...........    Dallas     1988/1996    240/192
Winsted Village..............................    Dallas          1995        314
Columbus Square..............................    Dallas          1995        218
The Vineyard.................................    Dallas          1995        116
The Abbey....................................    Dallas          1995         34
The Mark.....................................  Jackson, MS                   256
                                                                         -------
Sub Totals...................................                              5,407
 
</TABLE>

                                      -5-
<PAGE>
 
<TABLE>
<CAPTION> 
                                                              Year
                                                            Completed    Total
                                                            or to be    Number
 Development Properties (Under Construction)    Location    Completed  of Units
 ----------------------                         --------    ---------  ---------
<S>                                            <C>          <C>        <C> 
Addison Circle One...........................    Dallas        1997       460
Columbus Shore...............................    Dallas        1997       503
Columbus Pointe..............................  Jackson, MS     1997       240
Hall Street (Cole's Corner)..................    Dallas        1997       186
The Heights of State Thomas..................    Dallas        1998       196
                                                                        -----
Sub Totals...................................                           1,585


<CAPTION> 
                                                               Year    Estimated
                                                            Completed    Total
                                                            or to be    Number
        Other Development Properties            Location    Completed  of Units
        ----------------------------            --------    ---------  ---------
Block 580....................................    Dallas        1998       245
Rice Hotel...................................    Houston       1998       317
St. Luke's (Phase I).........................    Denver        1998       400
                                                                        -----
Sub Totals...................................                             962
 
TOTALS                                                                  7,954
</TABLE>

RECENT DEVELOPMENTS

     Since the completion of the Company's initial public offering in December
1993, the Company has acquired six multifamily residential properties containing
an aggregate of 1,583 units, has completed the development of eight multifamily
residential properties and begun construction of five other properties. As a
result of these activities, the number of units owned or under construction has
increased by 197% since the Company's initial public offering.

     On July 19, 1996, the Company entered into a Development Agreement with
Gaylord Properties, Inc. ("Gaylord") relating to the development of
approximately 19 acres of land owned by Gaylord in Addison, Texas as office
space with complementary retail and commercial uses. Pursuant to the Development
Agreement, the Company will act as master developer and oversee the development
of this commercial subdistrict with a goal toward assuring that such development
is consistent with the master plan for Addison Circle and the Company's
development of the adjacent tracts of land zoned for multifamily development on
which the Company is currently constructing its multifamily residential property
known as Addison Circle One.

     On January 16, 1997, the Company announced an agreement with COLUMBIA
HealthONE pursuant to which the Company will purchase and re-develop the vacated
10-acre St. Luke's Hospital campus in near-downtown Denver. Phased construction
of about 800 for-lease and for-sale residential units including apartments,
lofts, "live-above-the-shop" home offices with about 20,000 square feet of
ground floor retail space are planned with the first phase of development to
consist of approximately 400 units.

                                      -6-
<PAGE>
 
     On February 6, 1997, the Company announced an agreement to complete the
redevelopment of the 18-story historic Rice Hotel in downtown Houston in a
partnership with Randall Davis. The historic structure is being redeveloped as a
mixed-use residential facility comprised of 317 urban loft-style apartments
along with 21,000 square feet of ground floor retail space at a total cost of
approximately $33 million. The Houston Housing Finance Corporation will continue
to own the building with the Company providing the capital to redevelop and,
pursuant to a long-term lease, operate the Rice Hotel as a mid-density quality
residential building.

     Also on February 6, 1997, the Board of Trust Managers of the Company
approved the acquisition of a 158-unit residential property known as The Commons
at Turtle Creek, located in the Uptown District of Dallas, Texas ("The
Commons"). The purchase price for The Commons is $7,200,000. The acquisition of
The Commons is anticipated to close on or before March 1, 1997.

                                USE OF PROCEEDS

     The Common Shares offered hereby are being registered for the account of
the Selling Shareholders and, accordingly, the Company will not receive any
proceeds from the sale of the Selling Shareholder Shares by the Selling
Shareholders.

                             SELLING SHAREHOLDERS

     The Common Shares offered by this Prospectus are to be acquired by trust
managers, employees and certain consultants of the Company (the "Selling
Shareholders") pursuant to the Columbus Realty Trust Employee Incentive Plan.
Each Selling Shareholder will receive all of the net proceeds from the sale of
his or her respective Selling Shareholder Shares offered hereby. Because (i) the
Selling Shareholders have not been individually identified by the Company at the
time of preparation of this Prospectus, (ii) the Selling Shareholders may sell
all or part of their Selling Shareholder Shares pursuant to this Prospectus, and
(iii) the offering is not being underwritten on a firm commitment basis, no
information can be given as to the name and position of each Selling
Shareholder, the amount of the Company's securities owned by such Selling
Shareholder prior to the offering, the number of shares to be offered for each
Selling Shareholder's account, or the amount and percentage of Common Shares
that will be held by each Selling Shareholder upon termination of the offering
covered by this Prospectus.

                              PLAN OF DISTRIBUTION

     The Selling Shareholder Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the NYSE or other exchanges on which the
Common Shares are traded, in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the following transactions: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Selling Shareholder Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of the exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In

                                      -7-
<PAGE>
 
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate.  Any broker or dealer to be
utilized by a Selling Shareholder will be selected by such Selling Shareholder.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale.  These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act in connection with the sales.  In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.

     Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Selling
Shareholder Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
Selling Shareholder Shares involved, (iii) the price at which such Selling
Shareholder Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

     The Selling Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.

     To the extent required, the amount of the Selling Shareholder Shares to be
sold, purchase prices, public offering prices, the names of any agents, dealers
or underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by the Company in a prospectus supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Shareholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act.

     Offers or sales of the Common Shares have not been registered or qualified
under the laws of any country, other than the United States. To comply with
certain states' securities laws, if applicable, the Selling Shareholder Shares
will be offered or sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Selling
Shareholder Shares may not be offered or sold unless the notice filing
requirements with respect to such offer or sale in those states have been
complied with.

     Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Shares may not simultaneously engage in
market-making activities with respect to such Common Shares for a period of two
to nine business days prior to the commencement of such distribution. In
addition to and without limiting the foregoing, each

                                      -8-
<PAGE>
 
Selling Shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the Common Shares by the Selling Shareholders or any such other person.  All of
the foregoing may affect the marketability of the Common Shares and the brokers'
and dealers' ability to engage in market-making activities with respect to the
Common Shares.

     The Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, estimated to be approximately
$25,000.

                                 LEGAL MATTERS

     Certain legal matters will be passed upon for the Company by Winstead
Sechrest & Minick P.C., Dallas, Texas.

                                    EXPERTS

     The consolidated financial statements of Columbus Realty Trust and schedule
as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and
1994 and for the period from October 12, 1993 (inception) through December 31,
1993, appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

     The combined financial statements and schedule of The Columbus Group and
certain of its affiliates and predecessors at December 28, 1993, and for the
period from January 1, 1993 through December 28, 1993 and the year ended
December 31, 1992, appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

     The combined financial statements and schedule of Texana-RAT II Ltd. and
certain of its affiliates at December 28, 1993, and for the period from January
1, 1993 through December 28, 1993 and the year ended December 31, 1992,
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Coopers & Lybrand L.L.P., independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

     Such consolidated and combined financial statements and schedules referred
to above are, and audited financial statements and schedules to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP and Coopers & Lybrand L.L.P. pertaining to such
financial statements and schedules (to the extent covered by consents filed with
the Securities and Exchange Commission) given upon the authority of such firms
as experts in accounting and auditing.

                                      -9-
<PAGE>
 
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained 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 or the Selling Shareholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.

                                 _____________

                              TABLE OF CONTENTS

                                                               Page 
                                                               ----

             Available Information...........................    2
             Incorporation of Certain Documents by Reference.    2
             The Company.....................................    4
             Use of Proceeds.................................    7
             Selling Shareholders............................    7
             Plan of Distribution............................    7
             Legal Matters...................................    9
             Experts.........................................    9


                               1,000,000 Shares



                             COLUMBUS REALTY TRUST


                               Common Shares of 
                              Beneficial Interest


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

                                  PROSPECTUS

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



                               February __, 1997

<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1996;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996; and

     (e)  The description of the Common Shares contained in the Company's
          registration statement on Form 8-A under the Exchange Act
          (Registration No. 1-12684) filed by the Company with the Commission,
          including any amendments or reports filed for the purpose of updating
          such description.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.  The Registrant's Common Shares have been registered under
Section 12 of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to the Texas Real Estate Investment Trust Act (the "Texas REIT
Act") and the Declaration of Trust, no Trust Manager shall be liable for any
act, omission, loss, damage or expense arising from the performance of his or
her duty to a REIT, except for such Trust

                                      II-1
<PAGE>
 
Manager's own willful misfeasance, willful malfeasance or gross negligence. In
addition, pursuant to the Texas REIT Act, a Trust Manager shall not be liable
for any claims or damages that may result from his or her acts in the discharge
of any duty imposed or power conferred upon him by the REIT, if, in the exercise
of ordinary care, such Trust Manager acted in good faith and in reliance upon
information, opinions, reports or statements, including financial statements and
other financial data, concerning the REIT or another person, that were prepared
or presented by (i) officers or employees of the REIT, (ii) legal counsel,
public accountants, investment bankers or other persons as to matters such Trust
Manager reasonably believes are within the person's professional or expert
competence, or (iii) a committee of the Trust Managers of which such Trust
Manager is not a member.

     The Declaration of Trust and Bylaws provide that the Company shall
indemnify every Indemnitee (as defined below) against all judgments, penalties,
fines, amounts paid in settlement and reasonable expenses actually incurred by
the Indemnitee in connection with any Proceeding (as defined in the Declaration
of Trust and Bylaws) in which such Indemnitee was, is or is threatened to be
named defendant or respondent or called as a witness, by reason of serving or
having served in various capacities for the Company if it is determined that the
Indemnitee conducted himself in good faith, reasonably believed that his
conduct was in the Company's best interests (or, in certain cases, not opposed
to the Company's best interests) and, in the case of any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful. For purposes
of the Declaration of Trust and Bylaws, "Indemnitee" shall mean (i) any present
or former Trust Manager or officer of the Company, (ii) any person who while
serving in any of such capacities served at the Company's request as a trust
manager, director, officer, partner, venturer, proprietor, Trust Manager,
employee, agent or similar functionary of another REIT or other enterprise, and
(iii) any person nominated or designated by the Board of Trust Managers or any
committee thereof to serve in any of the capacities referred to in the preceding
clauses (i) or (ii).

     In addition to the foregoing, pursuant to the indemnification agreements
entered into between the Company and each of its Trust Managers and executive
officers, the Company has agreed to indemnify such Trust Managers and executive
officers to the fullest extent permitted by Texas law.

     The Company has obtained directors' and officers' liability insurance
coverage in the aggregate amount of approximately $5.0 million. Directors' and
officers' insurance insures (i) the officers and Trust Managers of the Company
from any claim arising out of an alleged wrongful act by the Trust Managers and
officers of the Company in their respective capacities as Trust Managers and
officers of the Company, and (ii) the Company, to the extent that the Company
has indemnified the Trust Managers and officers for such loss.

     The Underwriting Agreements between the Company and Prudential Securities
Incorporated, as representative of the underwriters of the Company's previous
public offerings, provide for indemnification by the several underwriters named
therein of the Company, its Trust Managers and executive officers and other
persons for certain liabilities, including liabilities arising under the Act.

                                      II-2
<PAGE>
 
     The Registration Rights Agreement entered into between the Company and the
former owners of the interests in certain of the Company's Properties provides
for indemnification by such former owners, and their respective partners, of the
Company, its Trust Managers and executive officers and other persons for certain
liabilities, including liabilities under the Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

  Exhibit Number         Description
  --------------         -----------

       4.1               Amended and Restated Declaration of Trust./(1)/
 
       4.2               Amended and Restated Bylaws./(1)/

       4.6               Form of Certificate representing Common Shares./(2)/

       5.1               Opinion of Winstead Sechrest & Minick P.C. regarding
                         the validity of the securities being registered.*

      10.1               Columbus Realty Trust Employee Incentive Plan.*

      23.1               Consent of Winstead Sechrest & Minick P.C. (included as
                         part of Exhibit 5.1).*

      23.2               Consent of Ernst & Young LLP.*

      23.3               Consent of Coopers & Lybrand L.L.P.*

      24.1               Power of Attorney* (see page II-6 of this Registration
                         Statement).

------------------ 
*filed herewith
 
          (1)   Previously filed with the Registrant's Registration Statement on
                Form S-3 (Registration No. 333-09775), filed with the Securities
                and Exchange Commission on August 8, 1996, and incorporated
                herein by reference.

          (2)   Previously filed with Amendment No. 3 to the Registrant's
                Registration Statement on Form S-11 (Registration No. 33-70218),
                filed with the Securities and Exchange Commission on December
                15, 1993, and incorporated herein by reference.

                                      II-3
<PAGE>
 
ITEM 9. UNDERTAKINGS.

    (a) The Registrant hereby undertakes:

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

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

              (ii)   to reflect in the prospectus any facts or events arising
                     after the effective date of this 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 this Registration
                     Statement;

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

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

        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, 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.

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trust managers, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such

                                      II-4
<PAGE>
 
indemnification is against public policy as expressed in the Securities Act of
1933 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 trust manager, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trust manager, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, as of February 24, 1997.



                              COLUMBUS REALTY TRUST



                              By: /s/ Robert L. Shaw
                                 -----------------------
                                 Robert L. Shaw
                                 Chief Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned trust managers
and officers of Columbus Realty Trust, a Texas real estate investment trust,
which is filing a Registration Statement on Form S-8 with the Securities and
Exchange Commission, Washington, D.C. 20549, under the provisions of the
Securities Act of 1933, as amended, hereby constitutes and appoints Robert L.
Shaw and Will Cureton, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any or all amendments and post-effective amendments to the
Registration Statement, and all other documents in connection therewith, to be
filed with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      II-6
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

 
             Signature and Title                             Date
             ---------------------                           ----

/s/ Richard L. Bloch                                    
---------------------------------------------
Richard L. Bloch, Chairman of the Board of             February 24, 1997
   Trust Managers
 
/s/ Robert L. Shaw
---------------------------------------------
Robert L. Shaw, Chief Executive Officer                February 24, 1997
   and Trust Manager  (Principal Executive
   Officer)
 
/s/ Will Cureton
---------------------------------------------
Will Cureton, Chief Operating Officer                  February 24, 1997
   and Trust Manager
 
/s/ Richard R. Reupke
---------------------------------------------
Richard R. Reupke, Chief Financial                     February 24, 1997
   Officer (Principal Financial and
   Accounting Officer)
 
/s/ Roger T. Staubach
---------------------------------------------
Roger T. Staubach, Trust Manager                       February 24, 1997
 
/s/ James C. Leslie
---------------------------------------------
James C. Leslie, Trust Manager                         February 24, 1997
 
/s/ Hugh G. Robinson
---------------------------------------------
Hugh G. Robinson, Trust Manager                        February 24, 1997
 
/s/ Gregg L. Engles
---------------------------------------------
Gregg L. Engles, Trust Manager                         February 24, 1997
 
/s/ Amy DiGeso
---------------------------------------------
Amy DiGeso, Trust Manager                              February 24, 1997

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION>  
                                                                   Sequentially
  Exhibit                                                            Numbered
   Number                          Description                        Pages
  -------                          -----------                        -----
  <S>         <C>          
   4.1         Amended and Restated Declaration of Trust./(1)/
   4.2         Amended and Restated Bylaws./(1)/
   4.6         Form of Certificate representing Common Shares./(2)/
   5.1         Opinion of Winstead Sechrest & Minick P.C. regarding the
               validity of the securities being registered.*
  10.1         Columbus Realty Trust Long Term Management Incentive
               Plan, as amended.*
  23.1         Consent of Winstead Sechrest & Minick P.C. (included as
               part
               of Exhibit 5.1).*
  23.2         Consent of Ernst & Young LLP.*
  23.3         Consent of Coopers & Lybrand L.L.P.*
  24.1         Power of Attorney* (see page II-6 of this Registration
               Statement).
 
</TABLE>
----------------------
*filed herewith
 
        (1)    Previously filed with the Registrant's Registration Statement on
               Form S-3 (Registration No. 333-09775), filed with the Securities
               and Exchange Commission on August 8, 1996, and incorporated
               herein by reference.

        (2)    Previously filed with Amendment No. 3 to the Registrant's
               Registration Statement on Form S-11 (Registration No. 33-70218),
               filed with the Securities and Exchange Commission on December 15,
               1993, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 53812}]
{"company-data": {"conformed-name": "COLUMBUS REALTY TRUST", "cik": "0000913602", "assigned-sic": "6798", "irs-number": "752509086", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22307", "film-number": "97542791"}, "business-address": {"street1": "15851 DALLAS PKWY", "street2": "SUITE 855", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "2143871492"}}
As filed with the Securities and Exchange Commission on February 25, 1997
                                             Registration No. 333-_____________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             COLUMBUS REALTY TRUST
             (Exact name of registrant as specified in its charter)

        TEXAS                                         75-2509086
(State of Organization)                 (I.R.S. Employer Identification No.)

15851 DALLAS PARKWAY, SUITE 855, DALLAS, TEXAS             75248    
   (Address of principal executive offices)              (zip code)

                 COLUMBUS REALTY TRUST EMPLOYEE INCENTIVE PLAN
                           (Full title of the plan)

                                ROBERT L. SHAW
                        15851 DALLAS PARKWAY, SUITE 855
                             DALLAS, TEXAS  75248
                    (Name and address of agent for service)

                                (972) 387-1492
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                         Proposed           Proposed
        Title of             Amount       Maximum            Maximum
    Securities to be         to be     Offering Price       Aggregate             Amount of
       Registered          Registered  Per Share/(1)/  Offering Price/(1)/  Registration Fee/(2)/
 
-------------------------------------------------------------------------------------------------
Common Shares, $.01 par     1,000,000     $20.6875        $20,687,500             $6,269
 value per share
=================================================================================================
(1)    Estimated solely for the purposes of calculating the registration fee.

(2)    Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
       registration fee has been calculated based on the average of the high and
       low prices of the Common Shares of the Registrant on the New York Stock
       Exchange on February 20, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1.  PLAN INFORMATION.*

2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

____________________

*   Information required by Part I of Form S-8 to be contained in a prospectus
    meeting the requirements of Section 10(a) of the Securities Act of 1933 is
    omitted from this Registration Statement in accordance with Rule 428 under
    the Securities Act of 1933 and the Note to Part I of Form S-8.

                                      -i-
SUBJECT TO COMPLETION - DATED FEBRUARY 25, 1997
                          FORM OF REOFFER PROSPECTUS
-------------------------------------------------------------------------------
                               1,000,000 Shares

                             COLUMBUS REALTY TRUST

                     Common Shares of Beneficial Interest

------------------------------------------------------------------------------
All of the 1,000,000 common shares of beneficial interest, $.01 par value per
share (the "Common Shares"), of Columbus Realty Trust (the "Company") offered
hereby are offered for the account of the shareholders described herein (the
"Selling Shareholders").  See "Selling Shareholders."  The shares to be offered
are those to be acquired by the Selling Shareholders pursuant to the Columbus
Realty Trust Employee Incentive Plan.  The Company will not receive any proceeds
from the sale of such Common Shares by the Selling Shareholders.  The 1,000,000
Common Shares offered hereby are referred to herein as the "Selling Shareholder
Shares."

    The shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest.  Such sales may
be made on the New York Stock Exchange (the "NYSE") or other exchanges on which
the Common Shares are then traded, in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions.  The Selling Shareholder Shares may
be sold in one or more of the following transactions: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Selling Shareholder
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by the broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of the exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers.  In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale.  These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the sales.  In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.

    The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any.  The Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, except for selling commissions
associated with the sale of the Selling Shareholder Shares, all of which will be
paid by the Selling Shareholders.

    The Common Shares are listed on the NYSE under the symbol "CLB."  The
closing price of the Common Shares as reported on the NYSE on February 24, 1997,
was $21.375 per share.

--------------------------------------------------------------------------------
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 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.
                                        
--------------------------------------------------------------------------------

               The date of this Prospectus is February __, 1997.
AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-8 under the Securities Act with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the content of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of the
contract or other document filed as an exhibit to the Registration Statement,
each statement being qualified in all respects by that reference and the
exhibits and schedules to the Registration Statement. For further information
regarding the Company and the securities offered hereby, reference is hereby
made to the Registration Statement and the exhibits and schedules to the
Registration Statement which may be obtained from the Commission at its
principal office in Washington, D.C., upon payment of fees prescribed by the
Commission.

     The Company is subject to the informational 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
Commission. The reports, proxy and information statements, the Registration
Statement and exhibits and financial statements thereto, and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and will also be available
for inspection and copying at the regional offices of the Commission located at
13th Floor, 7 World Trade Center, New York, New York 10048 and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of the material can be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such material may also be obtained from the web
site that the Commission maintains at http://www.sec.gov. The Common Shares are
traded on the NYSE. The reports, proxy and information statements and other
information also can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

     The Company furnishes its shareholders with annual reports containing
financial statements audited by its independent auditors and with quarterly
reports containing unaudited summary financial information for each of the first
three quarters of each fiscal year.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

                                      -2-
(b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1996;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996; and

     (e)  The description of the Common Shares contained in the Company's
          Registration Statement on Form 8-A filed December 16, 1993.

     All documents filed by the Company pursuant to Section 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 this offering shall be deemed to be incorporated by reference
into this Prospectus.

     Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

     The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of that person, a copy of any document incorporated herein by
reference (other than exhibits to those documents unless the exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates by reference).  Requests should be directed to Mr. J. Michael Lewis
Columbus Realty Trust, 15851 Dallas Parkway, Suite 855, Dallas, Texas 75248.

                                      -3-
THE COMPANY

GENERAL

     Columbus Realty Trust (the "Company") is a self-administered and self-
managed real estate investment trust ("REIT") formed pursuant to the Texas Real
Estate Investment Trust Act, as amended (the "Texas REIT Act").  The Company
presently owns and operates (i) 22 multifamily residential properties comprising
a total of 5,407 apartment units, (ii) two industrial properties, and (iii) one
retail property (collectively, the "Properties"), all but two of which are
located in the greater Dallas, Texas metropolitan area.  The residential
Properties completed at December 31, 1996 had an occupancy rate of approximately
97% as of such date.  The Company also owns five parcels of land in the greater
Dallas, Texas and Jackson, Mississippi metropolitan areas which currently are
under construction and three (3) additional properties under development and
proposed to commence construction during 1997 (collectively, the "Development
Properties").  The Company anticipates that the Development Properties currently
under construction will add approximately 2,547 apartment units to the Company's
portfolio upon completion.  The Company expects that approximately 1,389 of
these additional apartment units will be completed in 1997 and the remaining
1,158 will be completed in 1998.  In addition, the Company expects to acquire
The Commons at Turtle Creek, containing 158 units, on or before March 1, 1997.
After the acquisition and completion of the Development Properties, the Company
will own a total of approximately 8,112 units in 31 residential properties.

     The Company intends to develop each of the Development Properties and
additional  communities targeted for development with the same quality of
construction, innovation in design and uniqueness of setting that have
distinguished prior communities developed by the Company and its predecessors.
The Company also may from time to time make acquisitions of additional income-
producing properties which further its strategies, satisfy its standards for
quality and provide potential for attractive returns on investment.

     The Company's core strategy is to acquire and develop dense concentrations
of units in close proximity in targeted areas which are near major employment
centers and which have long term growth potential.  The Company believes this
strategy enables it to realize operating efficiencies, offer enhanced resident
amenities, and better serve its residents, thereby providing the Company with a
competitive advantage over others who do not have concentrated unit ownership.
The Company historically has focused its development activities on the greater
Dallas, Texas metropolitan area.  Recently the Company has announced plans for
the construction or redevelopment of properties in Houston, Texas and Denver,
Colorado.  The Company is continuing to explore the feasibility of developments
in additional targeted metropolitan areas and anticipates further expansion into
new markets in a manner consistent with its core strategy.

     The Company generally targets residents who are "renters by choice," that
is, those who prefer the convenience and luxury afforded by the Company's
residential Properties to home ownership and who have income levels in excess of
that necessary to enable them to afford the Company's rental rates.  The Company
intensively manages its communities and responds to the needs and lifestyles of
its residents.  Management believes that these practices enable it to attract
and retain residents.  The Company utilizes proprietary leasing software,
private telephone systems, private cable television systems, energy management
systems and other management and

                                      -4-
operating applications to generate additional revenue and achieve operating
efficiencies and cost savings.

     The Common Shares are listed on the NYSE under the symbol "CLB."  On
December 26, 1996, the Company paid a dividend of $0.395 per Common Share for
the fourth quarter of 1996, to all shareholders of record on December 23, 1996.
The Company intends to continue making regular quarterly distributions to its
shareholders.  Distributions depend upon a variety of factors, and there can be
no assurance that future distributions will be made.

     The Company operates as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended.

THE PROPERTIES

     The following table sets forth certain information relating to the
Company's completed residential Properties, and estimated information relating
to the Development Properties and the Development Land.
Year
                                                            Completed    Total
                                                             or to be    Number
            Completed Properties                Location    Completed  of Units
            --------------------                ---------   ---------  ---------
The Meridian.................................    Dallas          1991        132
The Worthington..............................    Dallas          1993        332
The Vintage..................................    Dallas          1993        160
The Residences...............................    Dallas          1987        196
Uptown Village...............................    Dallas          1995        300
The Rock.....................................    Dallas          1988        208
Windhaven Village............................    Dallas          1991        474
Parkway Village Villas.......................    Dallas          1986        136
Springstead Condominiums.....................    Dallas          1983         66
Reflections on McCallum......................    Dallas          1986        198
Town Lake/Parks..............................    Dallas     1987/1986    238/160
Lakeside Village.............................    Dallas          1986        327
Villas at Valley Ranch.......................    Dallas          1985         55
Ascension Point/Ascension Point II...........    Dallas     1985/1995      79/86
Lakeshore....................................    Dallas          1988        404
The Trace/The Trace II.......................  Jackson, MS  1989/1995    282/204
Hackberry Creek/Hackberry Creek II...........    Dallas     1988/1996    240/192
Winsted Village..............................    Dallas          1995        314
Columbus Square..............................    Dallas          1995        218
The Vineyard.................................    Dallas          1995        116
The Abbey....................................    Dallas          1995         34
The Mark.....................................  Jackson, MS                   256
                                                                         -------
Sub Totals...................................                              5,407
-5-
Year
                                                            Completed    Total
                                                            or to be    Number
 Development Properties (Under Construction)    Location    Completed  of Units
 ----------------------                         --------    ---------  ---------
Addison Circle One...........................    Dallas        1997       460
Columbus Shore...............................    Dallas        1997       503
Columbus Pointe..............................  Jackson, MS     1997       240
Hall Street (Cole's Corner)..................    Dallas        1997       186
The Heights of State Thomas..................    Dallas        1998       196
                                                                        -----
Sub Totals...................................                           1,585
Year    Estimated
                                                            Completed    Total
                                                            or to be    Number
        Other Development Properties            Location    Completed  of Units
        ----------------------------            --------    ---------  ---------
Block 580....................................    Dallas        1998       245
Rice Hotel...................................    Houston       1998       317
St. Luke's (Phase I).........................    Denver        1998       400
                                                                        -----
Sub Totals...................................                             962
 
TOTALS                                                                  7,954
RECENT DEVELOPMENTS

     Since the completion of the Company's initial public offering in December
1993, the Company has acquired six multifamily residential properties containing
an aggregate of 1,583 units, has completed the development of eight multifamily
residential properties and begun construction of five other properties. As a
result of these activities, the number of units owned or under construction has
increased by 197% since the Company's initial public offering.

     On July 19, 1996, the Company entered into a Development Agreement with
Gaylord Properties, Inc. ("Gaylord") relating to the development of
approximately 19 acres of land owned by Gaylord in Addison, Texas as office
space with complementary retail and commercial uses. Pursuant to the Development
Agreement, the Company will act as master developer and oversee the development
of this commercial subdistrict with a goal toward assuring that such development
is consistent with the master plan for Addison Circle and the Company's
development of the adjacent tracts of land zoned for multifamily development on
which the Company is currently constructing its multifamily residential property
known as Addison Circle One.

     On January 16, 1997, the Company announced an agreement with COLUMBIA
HealthONE pursuant to which the Company will purchase and re-develop the vacated
10-acre St. Luke's Hospital campus in near-downtown Denver. Phased construction
of about 800 for-lease and for-sale residential units including apartments,
lofts, "live-above-the-shop" home offices with about 20,000 square feet of
ground floor retail space are planned with the first phase of development to
consist of approximately 400 units.

                                      -6-
On February 6, 1997, the Company announced an agreement to complete the
redevelopment of the 18-story historic Rice Hotel in downtown Houston in a
partnership with Randall Davis. The historic structure is being redeveloped as a
mixed-use residential facility comprised of 317 urban loft-style apartments
along with 21,000 square feet of ground floor retail space at a total cost of
approximately $33 million. The Houston Housing Finance Corporation will continue
to own the building with the Company providing the capital to redevelop and,
pursuant to a long-term lease, operate the Rice Hotel as a mid-density quality
residential building.

     Also on February 6, 1997, the Board of Trust Managers of the Company
approved the acquisition of a 158-unit residential property known as The Commons
at Turtle Creek, located in the Uptown District of Dallas, Texas ("The
Commons"). The purchase price for The Commons is $7,200,000. The acquisition of
The Commons is anticipated to close on or before March 1, 1997.

                                USE OF PROCEEDS

     The Common Shares offered hereby are being registered for the account of
the Selling Shareholders and, accordingly, the Company will not receive any
proceeds from the sale of the Selling Shareholder Shares by the Selling
Shareholders.

                             SELLING SHAREHOLDERS

     The Common Shares offered by this Prospectus are to be acquired by trust
managers, employees and certain consultants of the Company (the "Selling
Shareholders") pursuant to the Columbus Realty Trust Employee Incentive Plan.
Each Selling Shareholder will receive all of the net proceeds from the sale of
his or her respective Selling Shareholder Shares offered hereby. Because (i) the
Selling Shareholders have not been individually identified by the Company at the
time of preparation of this Prospectus, (ii) the Selling Shareholders may sell
all or part of their Selling Shareholder Shares pursuant to this Prospectus, and
(iii) the offering is not being underwritten on a firm commitment basis, no
information can be given as to the name and position of each Selling
Shareholder, the amount of the Company's securities owned by such Selling
Shareholder prior to the offering, the number of shares to be offered for each
Selling Shareholder's account, or the amount and percentage of Common Shares
that will be held by each Selling Shareholder upon termination of the offering
covered by this Prospectus.

                              PLAN OF DISTRIBUTION

     The Selling Shareholder Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the NYSE or other exchanges on which the
Common Shares are traded, in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the following transactions: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Selling Shareholder Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of the exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In

                                      -7-
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate.  Any broker or dealer to be
utilized by a Selling Shareholder will be selected by such Selling Shareholder.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale.  These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act in connection with the sales.  In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.

     Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Selling
Shareholder Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
Selling Shareholder Shares involved, (iii) the price at which such Selling
Shareholder Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

     The Selling Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.

     To the extent required, the amount of the Selling Shareholder Shares to be
sold, purchase prices, public offering prices, the names of any agents, dealers
or underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by the Company in a prospectus supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Shareholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act.

     Offers or sales of the Common Shares have not been registered or qualified
under the laws of any country, other than the United States. To comply with
certain states' securities laws, if applicable, the Selling Shareholder Shares
will be offered or sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Selling
Shareholder Shares may not be offered or sold unless the notice filing
requirements with respect to such offer or sale in those states have been
complied with.

     Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Shares may not simultaneously engage in
market-making activities with respect to such Common Shares for a period of two
to nine business days prior to the commencement of such distribution. In
addition to and without limiting the foregoing, each

                                      -8-
Selling Shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the Common Shares by the Selling Shareholders or any such other person.  All of
the foregoing may affect the marketability of the Common Shares and the brokers'
and dealers' ability to engage in market-making activities with respect to the
Common Shares.

     The Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, estimated to be approximately
$25,000.

                                 LEGAL MATTERS

     Certain legal matters will be passed upon for the Company by Winstead
Sechrest & Minick P.C., Dallas, Texas.

                                    EXPERTS

     The consolidated financial statements of Columbus Realty Trust and schedule
as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and
1994 and for the period from October 12, 1993 (inception) through December 31,
1993, appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

     The combined financial statements and schedule of The Columbus Group and
certain of its affiliates and predecessors at December 28, 1993, and for the
period from January 1, 1993 through December 28, 1993 and the year ended
December 31, 1992, appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

     The combined financial statements and schedule of Texana-RAT II Ltd. and
certain of its affiliates at December 28, 1993, and for the period from January
1, 1993 through December 28, 1993 and the year ended December 31, 1992,
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Coopers & Lybrand L.L.P., independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

     Such consolidated and combined financial statements and schedules referred
to above are, and audited financial statements and schedules to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP and Coopers & Lybrand L.L.P. pertaining to such
financial statements and schedules (to the extent covered by consents filed with
the Securities and Exchange Commission) given upon the authority of such firms
as experts in accounting and auditing.

                                      -9-
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained 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 or the Selling Shareholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.

                                 _____________

                              TABLE OF CONTENTS

                                                               Page 
                                                               ----

             Available Information...........................    2
             Incorporation of Certain Documents by Reference.    2
             The Company.....................................    4
             Use of Proceeds.................................    7
             Selling Shareholders............................    7
             Plan of Distribution............................    7
             Legal Matters...................................    9
             Experts.........................................    9

                               1,000,000 Shares

                             COLUMBUS REALTY TRUST

                               Common Shares of 
                              Beneficial Interest

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

                                  PROSPECTUS

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

                               February __, 1997
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1996;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1996;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996; and

     (e)  The description of the Common Shares contained in the Company's
          registration statement on Form 8-A under the Exchange Act
          (Registration No. 1-12684) filed by the Company with the Commission,
          including any amendments or reports filed for the purpose of updating
          such description.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.  The Registrant's Common Shares have been registered under
Section 12 of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to the Texas Real Estate Investment Trust Act (the "Texas REIT
Act") and the Declaration of Trust, no Trust Manager shall be liable for any
act, omission, loss, damage or expense arising from the performance of his or
her duty to a REIT, except for such Trust

                                      II-1
Manager's own willful misfeasance, willful malfeasance or gross negligence. In
addition, pursuant to the Texas REIT Act, a Trust Manager shall not be liable
for any claims or damages that may result from his or her acts in the discharge
of any duty imposed or power conferred upon him by the REIT, if, in the exercise
of ordinary care, such Trust Manager acted in good faith and in reliance upon
information, opinions, reports or statements, including financial statements and
other financial data, concerning the REIT or another person, that were prepared
or presented by (i) officers or employees of the REIT, (ii) legal counsel,
public accountants, investment bankers or other persons as to matters such Trust
Manager reasonably believes are within the person's professional or expert
competence, or (iii) a committee of the Trust Managers of which such Trust
Manager is not a member.

     The Declaration of Trust and Bylaws provide that the Company shall
indemnify every Indemnitee (as defined below) against all judgments, penalties,
fines, amounts paid in settlement and reasonable expenses actually incurred by
the Indemnitee in connection with any Proceeding (as defined in the Declaration
of Trust and Bylaws) in which such Indemnitee was, is or is threatened to be
named defendant or respondent or called as a witness, by reason of serving or
having served in various capacities for the Company if it is determined that the
Indemnitee conducted himself in good faith, reasonably believed that his
conduct was in the Company's best interests (or, in certain cases, not opposed
to the Company's best interests) and, in the case of any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful. For purposes
of the Declaration of Trust and Bylaws, "Indemnitee" shall mean (i) any present
or former Trust Manager or officer of the Company, (ii) any person who while
serving in any of such capacities served at the Company's request as a trust
manager, director, officer, partner, venturer, proprietor, Trust Manager,
employee, agent or similar functionary of another REIT or other enterprise, and
(iii) any person nominated or designated by the Board of Trust Managers or any
committee thereof to serve in any of the capacities referred to in the preceding
clauses (i) or (ii).

     In addition to the foregoing, pursuant to the indemnification agreements
entered into between the Company and each of its Trust Managers and executive
officers, the Company has agreed to indemnify such Trust Managers and executive
officers to the fullest extent permitted by Texas law.

     The Company has obtained directors' and officers' liability insurance
coverage in the aggregate amount of approximately $5.0 million. Directors' and
officers' insurance insures (i) the officers and Trust Managers of the Company
from any claim arising out of an alleged wrongful act by the Trust Managers and
officers of the Company in their respective capacities as Trust Managers and
officers of the Company, and (ii) the Company, to the extent that the Company
has indemnified the Trust Managers and officers for such loss.

     The Underwriting Agreements between the Company and Prudential Securities
Incorporated, as representative of the underwriters of the Company's previous
public offerings, provide for indemnification by the several underwriters named
therein of the Company, its Trust Managers and executive officers and other
persons for certain liabilities, including liabilities arising under the Act.

                                      II-2
The Registration Rights Agreement entered into between the Company and the
former owners of the interests in certain of the Company's Properties provides
for indemnification by such former owners, and their respective partners, of the
Company, its Trust Managers and executive officers and other persons for certain
liabilities, including liabilities under the Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

  Exhibit Number         Description
  --------------         -----------

       4.1               Amended and Restated Declaration of Trust./(1)/
 
       4.2               Amended and Restated Bylaws./(1)/

       4.6               Form of Certificate representing Common Shares./(2)/

       5.1               Opinion of Winstead Sechrest & Minick P.C. regarding
                         the validity of the securities being registered.*

      10.1               Columbus Realty Trust Employee Incentive Plan.*

      23.1               Consent of Winstead Sechrest & Minick P.C. (included as
                         part of Exhibit 5.1).*

      23.2               Consent of Ernst & Young LLP.*

      23.3               Consent of Coopers & Lybrand L.L.P.*

      24.1               Power of Attorney* (see page II-6 of this Registration
                         Statement).

------------------ 
*filed herewith
 
          (1)   Previously filed with the Registrant's Registration Statement on
                Form S-3 (Registration No. 333-09775), filed with the Securities
                and Exchange Commission on August 8, 1996, and incorporated
                herein by reference.

          (2)   Previously filed with Amendment No. 3 to the Registrant's
                Registration Statement on Form S-11 (Registration No. 33-70218),
                filed with the Securities and Exchange Commission on December
                15, 1993, and incorporated herein by reference.

                                      II-3
ITEM 9. UNDERTAKINGS.

    (a) The Registrant hereby undertakes:

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

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

              (ii)   to reflect in the prospectus any facts or events arising
                     after the effective date of this 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 this Registration
                     Statement;

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

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

        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, 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.

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trust managers, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such

                                      II-4
indemnification is against public policy as expressed in the Securities Act of
1933 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 trust manager, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trust manager, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, as of February 24, 1997.

                              COLUMBUS REALTY TRUST

                              By: /s/ Robert L. Shaw
                                 -----------------------
                                 Robert L. Shaw
                                 Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned trust managers
and officers of Columbus Realty Trust, a Texas real estate investment trust,
which is filing a Registration Statement on Form S-8 with the Securities and
Exchange Commission, Washington, D.C. 20549, under the provisions of the
Securities Act of 1933, as amended, hereby constitutes and appoints Robert L.
Shaw and Will Cureton, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any or all amendments and post-effective amendments to the
Registration Statement, and all other documents in connection therewith, to be
filed with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      II-6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

 
             Signature and Title                             Date
             ---------------------                           ----

/s/ Richard L. Bloch                                    
---------------------------------------------
Richard L. Bloch, Chairman of the Board of             February 24, 1997
   Trust Managers
 
/s/ Robert L. Shaw
---------------------------------------------
Robert L. Shaw, Chief Executive Officer                February 24, 1997
   and Trust Manager  (Principal Executive
   Officer)
 
/s/ Will Cureton
---------------------------------------------
Will Cureton, Chief Operating Officer                  February 24, 1997
   and Trust Manager
 
/s/ Richard R. Reupke
---------------------------------------------
Richard R. Reupke, Chief Financial                     February 24, 1997
   Officer (Principal Financial and
   Accounting Officer)
 
/s/ Roger T. Staubach
---------------------------------------------
Roger T. Staubach, Trust Manager                       February 24, 1997
 
/s/ James C. Leslie
---------------------------------------------
James C. Leslie, Trust Manager                         February 24, 1997
 
/s/ Hugh G. Robinson
---------------------------------------------
Hugh G. Robinson, Trust Manager                        February 24, 1997
 
/s/ Gregg L. Engles
---------------------------------------------
Gregg L. Engles, Trust Manager                         February 24, 1997
 
/s/ Amy DiGeso
---------------------------------------------
Amy DiGeso, Trust Manager                              February 24, 1997

                                      II-7
EXHIBIT INDEX
Sequentially
  Exhibit                                                            Numbered
   Number                          Description                        Pages
  -------                          -----------                        -----
4.1         Amended and Restated Declaration of Trust./(1)/
   4.2         Amended and Restated Bylaws./(1)/
   4.6         Form of Certificate representing Common Shares./(2)/
   5.1         Opinion of Winstead Sechrest & Minick P.C. regarding the
               validity of the securities being registered.*
  10.1         Columbus Realty Trust Long Term Management Incentive
               Plan, as amended.*
  23.1         Consent of Winstead Sechrest & Minick P.C. (included as
               part
               of Exhibit 5.1).*
  23.2         Consent of Ernst & Young LLP.*
  23.3         Consent of Coopers & Lybrand L.L.P.*
  24.1         Power of Attorney* (see page II-6 of this Registration
               Statement).
----------------------
*filed herewith
 
        (1)    Previously filed with the Registrant's Registration Statement on
               Form S-3 (Registration No. 333-09775), filed with the Securities
               and Exchange Commission on August 8, 1996, and incorporated
               herein by reference.

        (2)    Previously filed with Amendment No. 3 to the Registrant's
               Registration Statement on Form S-11 (Registration No. 33-70218),
               filed with the Securities and Exchange Commission on December 15,
               1993, and incorporated herein by reference.