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 Option and Restricted Share
                                      Plan
   Colonial Properties Trust Non-Employee Trustee Share Option Plan
                            (Full title of the plans)

                                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)

                            (202) 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 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
benefi-            375,000      $ 26.94  $ 10,102,500.0    $ 3,061.36
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.

This Registration  Statement incorporates by reference the information contained
in the earlier registration  statement relating to the Colonial Properties Trust
Employee  Share Option and  Restricted  Share Plan and the  Colonial  Properties
Trust  Non-Employee  Trustee  Share  Option Plan,  filed on September  29, 1994,
Registration No. 33-84510.

===================================================================
                         The Exhibit Index is on Page 3.


<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

5        Opinion of Hogan & Hartson L.L.P.

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 Amended Employee Share
         Option and Restricted Share Plan.

99.2     Colonial Properties Trust Amended Non-Employee
         Trustee Share Option Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8334}]
{"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": "333-27203", "film-number": "97608764"}, "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 Option and Restricted Share
                                      Plan
   Colonial Properties Trust Non-Employee Trustee Share Option Plan
                            (Full title of the plans)

                                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)

                            (202) 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 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
benefi-            375,000      $ 26.94  $ 10,102,500.0    $ 3,061.36
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.

This Registration  Statement incorporates by reference the information contained
in the earlier registration  statement relating to the Colonial Properties Trust
Employee  Share Option and  Restricted  Share Plan and the  Colonial  Properties
Trust  Non-Employee  Trustee  Share  Option Plan,  filed on September  29, 1994,
Registration No. 33-84510.

===================================================================
                         The Exhibit Index is on Page 3.
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

5        Opinion of Hogan & Hartson L.L.P.

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 Amended Employee Share
         Option and Restricted Share Plan.

99.2     Colonial Properties Trust Amended Non-Employee
         Trustee Share Option Plan.