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                                                                     EXHIBIT 4.6


                          [FRONT OF STOCK CERTIFICATE]

SHARES OF 9.0% REDEEMABLE                              SHARES OF 9.00 REDEEMABLE
PREFERRED STOCK PAR VALUE $.01                    PREFERRED STOCK PAR VALUE $.01

FORMED UNDER THE                                                          SHARES
LAWS OF THE STATE
OF MARYLAND

                               WALDEN RESIDENTIAL
                                 PROPERTIES, INC.            THIS CERTIFICATE IS
                                                          TRANSFERABLE IN BOSTON
                                                        MASS. AND NEW YORK, N.Y.


SEE REVERSE FOR CERTAIN DEFINITIONS
     THIS CERTIFIES THAT



     is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF 9.00% REDEEMABLE PREFERRED STOCK
OF


Walden Residential Properties, Inc. (the "Company"), transferable only on the
books of the Company by the holder hereof in person, or by duly authorized
attorney, upon the surrender of this Certificate is properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

     WITNESS the facsimile seal of the Company and the facsimile signatures of
its duly authorized representatives.

Dated:
                       WALDEN RESIDENTIAL PROPERTIES, INC.
                                    CORPORATE
                                      SEAL
                                    MARYLAND

SECRETARY                           PRESIDENT                 Counter signed and
Registered:
                                                              THE FIRST NATIONAL
                                                              BANK OF BOSTON,
                                                              Transfer Agent
and
                                                         Registrar

                                                         By:
                                                            Authorized Signature


                     THERE ARE RESTRICTIONS ON THE TRANSFER
                   OF THE SHARES EVIDENCED BY THIS CERTIFICATE
                 AS MORE FULLY SET FORTH ON THE REVERSE HEREOF.



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                           [BACK OF STOCK CERTIFICATE]

                       WALDEN RESIDENTIAL PROPERTIES, INC.

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER ON REQUEST AND WITHOUT CHARGE A
FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS
AND TERMS, AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE, OR THE DIFFERENCES IN THE RELATIVE RIGHTS
AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF A CLASS IN SERIES WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE. TO THE EXTENT THEY HAVE BEEN SET, AND OF THE
AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES
OF SUBSEQUENT SERIES OR CLASSES, SUCH REQUEST MAY BE MADE TO THE SECRETARY OF
THE CORPORATION OR TO ITS TRANSFER AGENT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS
STATUS AS A REAL STATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"). EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE CHARTER OF
THE CORPORATION, NO PERSON MAY (1) BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF
9.0% (OR SUCH OTHER PERCENTAGE AS MAY BE PROVIDED IN THE CHARTER OF THE
CORPORATION) OF THE AGGREGATE VALUE OF ALL OUTSTANDING STOCK (UNLESS SUCH PERSON
IS THE EXISTING HOLDER), OR (2) BENEFICIALLY OWN STOCK THAT WOULD RESULT IN THE
CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE. ANY PERSON
WHO ATTEMPTS TO BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF THE ABOVE
LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF THE RESTRICTIONS ON
OWNERSHIP OR TRANSFER ARE VIOLATED, THE SHARES OF STOCK REPRESENTED HEREBY WILL
BE AUTOMATICALLY CONVERTED INTO SHARES OF EXCESS STOCK WHICH WILL BE HELD IN
TRUST BY THE CORPORATION. THE CORPORATION HAS THE OPTION TO REDEEM SHARES OF
EXCESS STOCK UNDER CERTAIN CIRCUMSTANCES. ALL TERMS IN THIS LEGEND NOT OTHERWISE
DEFINED HEREIN HAVE THE MEANINGS ASCRIBED THERETO IN THE CORPORATION'S CHARTER,
AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING
THE RESTRICTIONS ON OWNERSHIP OR TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS.

     The following abbreviations, when used in the inscription of the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM-as tenants in common UNIF TRAN MIN ACT-___ Custodian-___ TEN ENT-as
     tenants by the entireties                    (Cust)         (Minor) 

     JT TEN- as tenants in common under           Uniform Transfers to Minors
                                                       Act ___________________
                                                                 (State)

Additional abbreviations may also be used though not in the above list.

   For Value Received, _____________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE


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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



Shares of 9.00% Redeemable Preferred Stock represented by the within
certificate, and do hereby irrevocably constitute and appoint Attorney to
transfer the said shares on the books of the within-named Company with full
power of substitution in the premises.

Dated, ____________________


                    NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
                    THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
                    EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                    CHANGE WHATEVER.


Signature(s) Guaranteed by:


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