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                                        (IRS Employer
 jurisdiction of                                       Identification
 incorporation or        2101 Sixth Avenue North           Number)
  organization)                 Suite 750
                            Birmingham, Alabama 35202
                                 (205) 250-8700
                         (Address of Principal Executive
                               Offices) (Zip Code)

      Colonial Properties Trust Employee Share Purchase 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
                          (202) 637-5600


                  CALCULATION OF REGISTRATION FEE

  --------------------------------------------------------------===========
    Title of     Amount to be  Proposed        Proposed         Amount of
   securities     registered   maximum         maximum          registration
      to be                    offering        aggregate           fee
   registered                  price per       offering price
                               share(1)        (1)
  --------------------------------------------------------------===========
  --------------------------------------------------------------===========
  Common
  shares of        150,000        $ 26.94    $4,041,000.00       $ 1224.55
  beneficial
  interest,
  par value
  $.01 per
  share
  --------------------------------------------------------------===========

(1)Estimated  pursuant to Rule 457(c) and (h) under the  Securities  Act of 1933
   solely for the purpose of  calculating  the  registration  fee,  based on the
   average of the high and low prices per share of Colonial  Properties  Trust's
   common shares of  beneficial  interest,  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  required to be provided in
this Part I will be sent or given to  employees  participating  in the  Colonial
Properties Trust Employee Share Purchase Plan (the "Plan"), 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 under the Securities  Act. These documents and
the documents  incorporated by reference in the Registration  Statement pursuant
to Item 3 of Part II of this form, taken together,  constitute a prospectus that
meets the requirements of 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:

           (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 Directors 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 the
                    signature page).

           99.1     Colonial Properties Trust Employee Share
                    Purchase 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 Employee Share Purchase 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", "description": "EMPLOYEE SHARE PURCHASE PLAN", "secsgml_size_bytes": 19479}]
{"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": "333-27201", "film-number": "97608753"}, "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                                        (IRS Employer
 jurisdiction of                                       Identification
 incorporation or        2101 Sixth Avenue North           Number)
  organization)                 Suite 750
                            Birmingham, Alabama 35202
                                 (205) 250-8700
                         (Address of Principal Executive
                               Offices) (Zip Code)

      Colonial Properties Trust Employee Share Purchase 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
                          (202) 637-5600

                  CALCULATION OF REGISTRATION FEE

  --------------------------------------------------------------===========
    Title of     Amount to be  Proposed        Proposed         Amount of
   securities     registered   maximum         maximum          registration
      to be                    offering        aggregate           fee
   registered                  price per       offering price
                               share(1)        (1)
  --------------------------------------------------------------===========
  --------------------------------------------------------------===========
  Common
  shares of        150,000        $ 26.94    $4,041,000.00       $ 1224.55
  beneficial
  interest,
  par value
  $.01 per
  share
  --------------------------------------------------------------===========

(1)Estimated  pursuant to Rule 457(c) and (h) under the  Securities  Act of 1933
   solely for the purpose of  calculating  the  registration  fee,  based on the
   average of the high and low prices per share of Colonial  Properties  Trust's
   common shares of  beneficial  interest,  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  required to be provided in
this Part I will be sent or given to  employees  participating  in the  Colonial
Properties Trust Employee Share Purchase Plan (the "Plan"), 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 under the Securities  Act. These documents and
the documents  incorporated by reference in the Registration  Statement pursuant
to Item 3 of Part II of this form, taken together,  constitute a prospectus that
meets the requirements of 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:

           (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 Directors 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 the
                    signature page).

           99.1     Colonial Properties Trust Employee Share
                    Purchase 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 Employee Share Purchase 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.