As Filed with the Securities and Exchange Commission on May 15,
                               1997
                                        Registration No. 333-______

===================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                            Colonial Properties Trust
             (Exact name of Registrant as specified in its charter)

        Alabama                                     59-7007599
(State or other jurisdiction of                    (IRS Employer
incorporation or organization)                Identification Number)

                             2101 Sixth Avenue North
                                    Suite 750
                            Birmingham, Alabama 35202
                                 (205) 250-8700
        (Address of Principal Executive Offices) (Zip Code)

     Colonial Properties Trust Non-Employee Trustee Share Plan
                            (Full title of the plan)


                                Thomas H. Lowder
                      President and Chief Executive Officer
                            Colonial Properties Trust
                             2101 Sixth Avenue North
                                    Suite 750
                            Birmingham, Alabama 35202
                     (Name and address of agent for service)

                          (205) 250-8700
   (Telephone number, including area code, of agent for service)
--------------------------------------------------------------------
                                    Copy to:
                                   Alan L. Dye
                             Hogan & Hartson L.L.P.
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109
                                 (202) 637-5600
--------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------===========
     Title of   Amount to     Proposed       Proposed       Amount of
    securities   be           maximum        maximum        registration
     to be     registered     offering       aggregate      fee
  registered                  price per      offering price
                              share (1)      (1)
-=---------------------------------------------------------===========
-----------------------------------------------------------===========
Common shares of
benefi-            50,000       $ 26.94      $ 1,347,000.00  $ 408.18
cial interest,
par value
$.01 per share
-----------------------------------------------------------===========

(1) Estimated  pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee, based on
the  average  of the high and low  prices  per  share of the  common  shares  of
beneficial  interest of Colonial  Properties Trust, par value $.01 per share, on
May 8, 1997, as reported on the New York Stock Exchange.

                         The Exhibit Index is on Page 7.
=====================================================================


<PAGE>

                                     PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           The documents containing the information  specified in Part I will be
sent or given to directors as specified by Rule  428(b)(1) of the Securities Act
of 1933, as amended (the "Securities  Act"). In accordance with the instructions
to Part I of Form S-8, such  documents will not be filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as prospectuses or prospectus  supplements  pursuant to Rule 424 of
the Securities Act. These documents and the documents  incorporated by reference
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute the prospectus as required by Section 10(a) of the Securities Act.


                                     PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

           Colonial  Properties  Trust (the  "Company")  hereby  incorporates by
reference into this Registration  Statement the following  documents filed by it
with the Commission:

           (a)  The  Company's  Annual  Report on Form 10-K for the
                fiscal year ended December 31, 1996;

           (b)  All  reports  filed by the  Company  with the  Commission  under
                Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934,
                as amended  (the  "Exchange  Act"),  since  December  31,  1996,
                including the Company's report on Form 10-Q filed for the period
                ending March 31, 1997; and

           (c)  The description of the Company's common shares of
                beneficial interest, $.01 par value per share
                ("Common Shares"), contained in the Company's
                Registration Statement on Form 8-A filed with the
                Commission on September 23, 1993 pursuant to
                Section 12 of the Securities Exchange Act of 1934,
                as amended (the "Exchange Act"), as supplemented
                by the description of the Common Shares contained
                in the Company's Proxy Statement dated September
                1, 1995.

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  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 part
hereof from the date of filing of such documents.

           Any statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  shall be deemed to be modified or  superseded to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes  such prior  statement.  The documents  required to be so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

           To the extent that any proxy  statement is  incorporated by reference
herein, such incorporation  shall not include any information  contained in such
proxy statement which is not, pursuant to the Commission's  rules,  deemed to be
"filed" with the  Commission or subject to the  liabilities of Section 18 of the
Exchange Act.

Item 4.    Description of Securities.

           A description  of the  Company's  Common  Shares is  incorporated  by
reference under Item 3.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Trustees and Officers.

           (a) Sections 8.2 and 8.4 of the  Company's  Declaration  of Trust and
Article  XII of the  Company's  Bylaws  are set forth as  Exhibits  3.1 and 3.2,
respectively,   to  this  Registration  Statement  and  incorporated  herein  by
reference.

           (b) Sections  10-2B-8.50 to 10-2B-8.58,  inclusive,  Code of Alabama,
1975,  are  set  forth  as  Exhibit  99.2  to this  Registration  Statement  and
incorporated herein by reference.

           (c) Section 10-13-19,  Code of Alabama, 1975, is set forth as Exhibit
99.3 to this Registration Statement and incorporated herein by reference.

           (d)  The  Company  has in effect a policy  of  liability
insurance covering its trustees and officers.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.         Exhibits.

           Exhibit
           Number    Description

           3.1       Sections 8.2 and 8.4 of the Company's  Declaration of Trust
                     (filed as Annex II to the Company's Proxy Statement,  dated
                     September 1, 1995 and incorporated herein by reference).

           3.2       Article XII of the Company's  Bylaws (filed as Annex III to
                     the Company's Proxy Statement,  dated September 1, 1995 and
                       incorporated herein by reference).

           5         Opinion  of Hogan & Hartson  L.L.P.  regarding
                     the   legality   of   the   securities   being
                     registered.

           15        Letter   from   Coopers   &   Lybrand   L.L.P.
                     regarding    unaudited    interim    financial
                     information.

           23.1      Consent  of Hogan & Hartson  L.L.P.  (included
                     as part of Exhibit 5).

           23.2      Consent of Coopers & Lybrand L.L.P.

           24        Power  of  Attorney   (included   as  part  of
                     signature page).

           99.1      Colonial    Properties   Trust    Non-Employee
                     Trustee Share Plan.

           99.2      Sections  10-2B-8.50 to 10-2B-8.58 of the Code
                     of Alabama, 1975.

           99.3      Section 10-13-19 of the Code of Alabama, 1975.



Item 9.         Undertakings.

           (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

                provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the Registration Statement is on Form S-3, Form S-8
                or Form F-3,  and the  information  required to be included in a
                post-effective  amendment  by those  paragraphs  is contained in
                periodic  reports  filed with or furnished to the  Commission by
                the  Registrant  pursuant to Section 13 or Section  15(d) of the
                Exchange  Act  that  are   incorporated  by  reference  in  this
                Registration Statement.

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

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




<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 Birmingham, State of Alabama on April 24, 1997.


                                  Colonial Properties Trust



                                  By: /s/ Thomas H. Lowder
                                      Thomas H. Lowder
                                      President, Chief Executive
                                      Officer and Chairman of the
                                      Board


                                POWER OF ATTORNEY

           We, the  undersigned  trustees  and  officers of Colonial  Properties
Trust,  do hereby  constitute  and  appoint  Thomas H.  Lowder  and  Douglas  B.
Nunnelley,  jointly and severally,  each in his own capacity, as true and lawful
attorneys-in-fact and agents, to do any and all acts and things in our names and
our behalf in our capacities as trustees and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which said
attorneys  and agents,  or either of them,  may deem  necessary  or advisable to
enable  said  Company to comply with the  Securities  Act of 1933 and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with this registration  statement,  or any registration statement for
this offering that is to be effective upon filing  pursuant to Rule 462(b) under
the Securities Act of 1933, including specifically,  but without limitation, any
and all amendments (including  post-effective  amendments) hereto; and we hereby
ratify and confirm all that said attorneys and agents,  or either of them, shall
do or cause to be done by virtue thereof.

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


       SIGNATURE                  TITLE                             DATE



/s/ Thomas H. Lowder   President, Chief Executive Officer     April 24, 1997
Thomas H. Lowder         and Chairman of the Board
                          (Principal Executive Officer)


/s/ Douglas B. Nunnelley   Senior Vice President and          April 24, 1997
Douglas B. Nunnelley        Chief Financial Officer
                          (Principal Financial Officer)



<PAGE>



/s/ Kenneth E. Howell        Vice President and Controller    April 24, 1997
Kenneth E. Howell            (Principal Accounting Officer)



/s/ James K. Lowder          Trustee                          April 24, 1997
James K. Lowder



/s/ Carl F. Bailey           Trustee                          April 24, 1997
Carl F. Bailey



/s/ M. Miller Gorrie         Trustee                          April 24, 1997
M. Miller Gorrie



/s/ Donald T. Senterfitt     Trustee                          April 24, 1997
Donald T. Senterfitt



/s/ Claude B. Nielsen        Trustee                          April 24, 1997
Claude B. Nielsen



/s/ Harold W. Ripps          Trustee                          April 24, 1997
Harold W. Ripps



/s/ Herbert A. Meisler       Trustee                          April 24, 1997
Herbert A. Meisler




<PAGE>


                                  EXHIBIT INDEX

  Exhibit
  Number Description
  3.1    Sections 8.2 and 8.4 of the  Company's  Declaration  of Trust (filed as
         Annex II to the Company's Proxy Statement,  dated September 1, 1995 and
         incorporated herein by reference).
  3.2    Article  XII  of  the  Company's  Bylaws  (filed  as  Annex  III to the
         Company's Proxy Statement, dated September 1, 1995 and incorporated
         herein by reference).
  5      Opinion of Hogan & Hartson  L.L.P.  regarding the
         legality of the securities being registered.
  15     Letter from Coopers & Lybrand  L.L.P.,  regarding
         unaudited interim financial information.
  23.1   Consent of Hogan & Hartson  L.L.P.  (included  as
         part of Exhibit 5).
  23.2   Consent of Coopers & Lybrand L.L.P.
  24     Power of Attorney  (included as part of signature
         page).
  99.1   Colonial  Properties Trust  Non-Employee  Trustee
         Share Plan.
  99.2   Sections  10-2B-8.50 to 10-2B-8.58 of the Code of
         Alabama, 1975.
  99.3   Section 10-13-19 of the Code of Alabama, 1975.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19684}]
{"company-data": {"conformed-name": "COLONIAL PROPERTIES TRUST", "cik": "0000909111", "assigned-sic": "6798", "irs-number": "597007599", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27205", "film-number": "97608770"}, "business-address": {"street1": "2101 SIXTH AVE N STE 750", "city": "BIRMINGHAM", "state": "AL", "zip": "35202", "phone": "2052508810"}, "mail-address": {"street1": "2101 6TH AVE N STE 750", "city": "BIRMINGHAM", "state": "AL", "zip": "35203"}}
As Filed with the Securities and Exchange Commission on May 15,
                               1997
                                        Registration No. 333-______

===================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                            Colonial Properties Trust
             (Exact name of Registrant as specified in its charter)

        Alabama                                     59-7007599
(State or other jurisdiction of                    (IRS Employer
incorporation or organization)                Identification Number)

                             2101 Sixth Avenue North
                                    Suite 750
                            Birmingham, Alabama 35202
                                 (205) 250-8700
        (Address of Principal Executive Offices) (Zip Code)

     Colonial Properties Trust Non-Employee Trustee Share Plan
                            (Full title of the plan)

                                Thomas H. Lowder
                      President and Chief Executive Officer
                            Colonial Properties Trust
                             2101 Sixth Avenue North
                                    Suite 750
                            Birmingham, Alabama 35202
                     (Name and address of agent for service)

                          (205) 250-8700
   (Telephone number, including area code, of agent for service)
--------------------------------------------------------------------
                                    Copy to:
                                   Alan L. Dye
                             Hogan & Hartson L.L.P.
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109
                                 (202) 637-5600
--------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------===========
     Title of   Amount to     Proposed       Proposed       Amount of
    securities   be           maximum        maximum        registration
     to be     registered     offering       aggregate      fee
  registered                  price per      offering price
                              share (1)      (1)
-=---------------------------------------------------------===========
-----------------------------------------------------------===========
Common shares of
benefi-            50,000       $ 26.94      $ 1,347,000.00  $ 408.18
cial interest,
par value
$.01 per share
-----------------------------------------------------------===========

(1) Estimated  pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee, based on
the  average  of the high and low  prices  per  share of the  common  shares  of
beneficial  interest of Colonial  Properties Trust, par value $.01 per share, on
May 8, 1997, as reported on the New York Stock Exchange.

                         The Exhibit Index is on Page 7.
=====================================================================
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           The documents containing the information  specified in Part I will be
sent or given to directors as specified by Rule  428(b)(1) of the Securities Act
of 1933, as amended (the "Securities  Act"). In accordance with the instructions
to Part I of Form S-8, such  documents will not be filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as prospectuses or prospectus  supplements  pursuant to Rule 424 of
the Securities Act. These documents and the documents  incorporated by reference
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute the prospectus as required by Section 10(a) of the Securities Act.

                                     PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

           Colonial  Properties  Trust (the  "Company")  hereby  incorporates by
reference into this Registration  Statement the following  documents filed by it
with the Commission:

           (a)  The  Company's  Annual  Report on Form 10-K for the
                fiscal year ended December 31, 1996;

           (b)  All  reports  filed by the  Company  with the  Commission  under
                Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934,
                as amended  (the  "Exchange  Act"),  since  December  31,  1996,
                including the Company's report on Form 10-Q filed for the period
                ending March 31, 1997; and

           (c)  The description of the Company's common shares of
                beneficial interest, $.01 par value per share
                ("Common Shares"), contained in the Company's
                Registration Statement on Form 8-A filed with the
                Commission on September 23, 1993 pursuant to
                Section 12 of the Securities Exchange Act of 1934,
                as amended (the "Exchange Act"), as supplemented
                by the description of the Common Shares contained
                in the Company's Proxy Statement dated September
                1, 1995.

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  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 part
hereof from the date of filing of such documents.

           Any statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  shall be deemed to be modified or  superseded to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes  such prior  statement.  The documents  required to be so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

           To the extent that any proxy  statement is  incorporated by reference
herein, such incorporation  shall not include any information  contained in such
proxy statement which is not, pursuant to the Commission's  rules,  deemed to be
"filed" with the  Commission or subject to the  liabilities of Section 18 of the
Exchange Act.

Item 4.    Description of Securities.

           A description  of the  Company's  Common  Shares is  incorporated  by
reference under Item 3.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Trustees and Officers.

           (a) Sections 8.2 and 8.4 of the  Company's  Declaration  of Trust and
Article  XII of the  Company's  Bylaws  are set forth as  Exhibits  3.1 and 3.2,
respectively,   to  this  Registration  Statement  and  incorporated  herein  by
reference.

           (b) Sections  10-2B-8.50 to 10-2B-8.58,  inclusive,  Code of Alabama,
1975,  are  set  forth  as  Exhibit  99.2  to this  Registration  Statement  and
incorporated herein by reference.

           (c) Section 10-13-19,  Code of Alabama, 1975, is set forth as Exhibit
99.3 to this Registration Statement and incorporated herein by reference.

           (d)  The  Company  has in effect a policy  of  liability
insurance covering its trustees and officers.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.         Exhibits.

           Exhibit
           Number    Description

           3.1       Sections 8.2 and 8.4 of the Company's  Declaration of Trust
                     (filed as Annex II to the Company's Proxy Statement,  dated
                     September 1, 1995 and incorporated herein by reference).

           3.2       Article XII of the Company's  Bylaws (filed as Annex III to
                     the Company's Proxy Statement,  dated September 1, 1995 and
                       incorporated herein by reference).

           5         Opinion  of Hogan & Hartson  L.L.P.  regarding
                     the   legality   of   the   securities   being
                     registered.

           15        Letter   from   Coopers   &   Lybrand   L.L.P.
                     regarding    unaudited    interim    financial
                     information.

           23.1      Consent  of Hogan & Hartson  L.L.P.  (included
                     as part of Exhibit 5).

           23.2      Consent of Coopers & Lybrand L.L.P.

           24        Power  of  Attorney   (included   as  part  of
                     signature page).

           99.1      Colonial    Properties   Trust    Non-Employee
                     Trustee Share Plan.

           99.2      Sections  10-2B-8.50 to 10-2B-8.58 of the Code
                     of Alabama, 1975.

           99.3      Section 10-13-19 of the Code of Alabama, 1975.

Item 9.         Undertakings.

           (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

                provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the Registration Statement is on Form S-3, Form S-8
                or Form F-3,  and the  information  required to be included in a
                post-effective  amendment  by those  paragraphs  is contained in
                periodic  reports  filed with or furnished to the  Commission by
                the  Registrant  pursuant to Section 13 or Section  15(d) of the
                Exchange  Act  that  are   incorporated  by  reference  in  this
                Registration Statement.

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

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been  advised  that,  in the  opinion  of the  Commission,  such
indemnification  is against  public policy as expressed in the Act and therefore
is  unenforceable.  In the event that a claim for  indemnification  against such
liabilities  (other than for the payment by the Registrant of expenses  incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of the issue.
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 Birmingham, State of Alabama on April 24, 1997.

                                  Colonial Properties Trust

                                  By: /s/ Thomas H. Lowder
                                      Thomas H. Lowder
                                      President, Chief Executive
                                      Officer and Chairman of the
                                      Board

                                POWER OF ATTORNEY

           We, the  undersigned  trustees  and  officers of Colonial  Properties
Trust,  do hereby  constitute  and  appoint  Thomas H.  Lowder  and  Douglas  B.
Nunnelley,  jointly and severally,  each in his own capacity, as true and lawful
attorneys-in-fact and agents, to do any and all acts and things in our names and
our behalf in our capacities as trustees and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which said
attorneys  and agents,  or either of them,  may deem  necessary  or advisable to
enable  said  Company to comply with the  Securities  Act of 1933 and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with this registration  statement,  or any registration statement for
this offering that is to be effective upon filing  pursuant to Rule 462(b) under
the Securities Act of 1933, including specifically,  but without limitation, any
and all amendments (including  post-effective  amendments) hereto; and we hereby
ratify and confirm all that said attorneys and agents,  or either of them, shall
do or cause to be done by virtue thereof.

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

       SIGNATURE                  TITLE                             DATE

/s/ Thomas H. Lowder   President, Chief Executive Officer     April 24, 1997
Thomas H. Lowder         and Chairman of the Board
                          (Principal Executive Officer)

/s/ Douglas B. Nunnelley   Senior Vice President and          April 24, 1997
Douglas B. Nunnelley        Chief Financial Officer
                          (Principal Financial Officer)
/s/ Kenneth E. Howell        Vice President and Controller    April 24, 1997
Kenneth E. Howell            (Principal Accounting Officer)

/s/ James K. Lowder          Trustee                          April 24, 1997
James K. Lowder

/s/ Carl F. Bailey           Trustee                          April 24, 1997
Carl F. Bailey

/s/ M. Miller Gorrie         Trustee                          April 24, 1997
M. Miller Gorrie

/s/ Donald T. Senterfitt     Trustee                          April 24, 1997
Donald T. Senterfitt

/s/ Claude B. Nielsen        Trustee                          April 24, 1997
Claude B. Nielsen

/s/ Harold W. Ripps          Trustee                          April 24, 1997
Harold W. Ripps

/s/ Herbert A. Meisler       Trustee                          April 24, 1997
Herbert A. Meisler
EXHIBIT INDEX

  Exhibit
  Number Description
  3.1    Sections 8.2 and 8.4 of the  Company's  Declaration  of Trust (filed as
         Annex II to the Company's Proxy Statement,  dated September 1, 1995 and
         incorporated herein by reference).
  3.2    Article  XII  of  the  Company's  Bylaws  (filed  as  Annex  III to the
         Company's Proxy Statement, dated September 1, 1995 and incorporated
         herein by reference).
  5      Opinion of Hogan & Hartson  L.L.P.  regarding the
         legality of the securities being registered.
  15     Letter from Coopers & Lybrand  L.L.P.,  regarding
         unaudited interim financial information.
  23.1   Consent of Hogan & Hartson  L.L.P.  (included  as
         part of Exhibit 5).
  23.2   Consent of Coopers & Lybrand L.L.P.
  24     Power of Attorney  (included as part of signature
         page).
  99.1   Colonial  Properties Trust  Non-Employee  Trustee
         Share Plan.
  99.2   Sections  10-2B-8.50 to 10-2B-8.58 of the Code of
         Alabama, 1975.
  99.3   Section 10-13-19 of the Code of Alabama, 1975.