<PAGE>   1
                                                                 EXHIBIT 4.7

                        9.00% Redeemable Preferred Stock
                     (Liquidation Preference $25.00 Per Share)

                             ARTICLES SUPPLEMENTARY


                       WALDEN RESIDENTIAL PROPERTIES, INC.




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


               Articles Supplementary Classifying and Designating a
                          Series of Preferred Stock as
                        9.00% Redeemable Preferred Stock
                           and Fixing Distribution and
                    Other Preferences and Rights of Such Series


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

                           Dated as of October 1, 1997



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                       WALDEN RESIDENTIAL PROPERTIES, INC.

                                   -----------

              Articles Supplementary Classifying and Designating a
                          Series of Preferred Stock as
                        9.00% Redeemable Preferred Stock
                           and Fixing Distribution and
                   Other Preferences and Rights of Such Series


                                   -----------

        Walden Residential Properties, Inc., a Maryland corporation, having its
principal office in the State of Maryland in the City of Baltimore (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

        Pursuant to authority conferred upon the Board of Directors by the
Articles of Incorporation, as amended (the "Articles"), and Bylaws of the
Corporation, the Board of Directors adopted resolutions authorizing the creation
and issuance of up to 2,000,000 shares, with a liquidation preference of $25.00
per share, of Redeemable Preferred Stock and adopted resolutions granting the
Executive Committee of the Board of Directors with full power and authority,
subject to the foregoing resolution, to determine the preferences and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of such
series. Such preferences and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption, number of shares and dividend rate, as determined by such duly
authorized committee are as follows:

        Section 01. Number of Shares and Designation. This series of Preferred
Stock shall be designated as 9.00% Redeemable Preferred Stock (the "Redeemable
Preferred Stock") and the number of shares which shall constitute such series
shall not be more than 2,000,000 shares, par value $.01 per share, which number
may be decreased (but not below the number thereof then outstanding) from time
to time by the Board of Directors.

        Section 02.   Dividend Rights.

               (a) Subject to the preferential rights of any other series of
        stock ranking senior as to dividends to the Redeemable Preferred Stock
        and to the provisions of the Articles relating to rights of holders of
        shares of Excess Stock (as defined in the Articles), the record holders
        of Redeemable Preferred Stock shall be entitled to receive dividends,
        when and as declared by the Board of Directors of the Corporation out of
        funds legally available for payment of dividends. Such dividends shall
        be payable by the Corporation in cash at the rate of $2.25 per annum per
        share.


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               (b) Dividends on shares of Redeemable Preferred Stock shall
        accrue and be cumulative from the date of issuance of the Redeemable
        Preferred Stock. Dividends shall be payable quarterly in arrears when
        and as declared by the Board of Directors of the Corporation in March,
        June, September and December of each year (on the same dates as
        dividends are paid on shares of the Corporation's common stock, par
        value $.01 per share (the "Common Stock") (each, a "Preferred Dividend
        Payment Date"), commencing on the first Preferred Dividend Payment Date
        following the date of issuance of the Redeemable Preferred Stock. If any
        Preferred Dividend Payment Date occurs on a day that is not a day, other
        than a Saturday or Sunday, that is neither a legal holiday nor a day on
        which banking institutions in New York City are authorized or required
        by law, regulation or executive order to close (a "Business Day"), any
        accrued dividends otherwise payable on such Preferred Dividend Payment
        Date shall be paid on the next succeeding Business Day. The amount of
        dividends payable on the Redeemable Preferred Stock for each full
        quarterly period from, and including, any Preferred Dividend Payment
        Date to, but not including, the next Preferred Dividend Payment Date
        (the "Dividend Period") shall be computed by dividing by four (4) the
        annual dividend rate set forth in Section 2(a). Dividends payable in
        respect of any Dividend Period (other than the initial Dividend Period)
        which is less than a full Dividend Period in length will be computed
        from the immediately preceding Dividend Payment Date to, but not
        including, the date on which dividends are paid on the basis of a
        360-day year consisting of twelve 30-day months. Dividends shall be paid
        to the holders of record of the Redeemable Preferred Stock as their
        names shall appear on the stock transfer records of the Corporation at
        the close of business on the date designated by the Board of Directors
        of the Corporation at the time a dividend is declared as the date for
        determining holders of record entitled to such dividend (the "Record
        Date"). Dividends in respect of any past Dividend Period that is in
        arrears may be declared and paid at any time to holders of record on the
        Record Date for such payment. Any dividend payment made on shares of
        Redeemable Preferred Stock shall be first credited against the earliest
        accrued but unpaid dividend due which remains payable. No interest, or
        sum of money in lieu of interest, shall be payable in respect of any
        dividend payment or payments on the Redeemable Preferred Stock which may
        be in arrears.

               (c) Notwithstanding anything contained herein to the contrary, no
        dividends on shares of Redeemable Preferred Stock shall be declared by
        the Board of Directors of the Corporation or paid or set apart for
        payment by the Corporation at such time as, and to the extent that, the
        terms and provisions of any agreement of the Corporation, including any
        agreement relating to its indebtedness, or any provisions of the
        Articles relating to any series of preferred stock, par value $.01 per
        share, of the Corporation (the "Preferred Stock") ranking senior to the
        Redeemable Preferred Stock, prohibits such declaration, payment or
        setting apart for payment or provides that such declaration, payment or
        setting apart for payment would constitute a breach thereof or a default
        thereunder, or if such declaration or payment shall be restricted or
        prohibited by law.

               (d) If any shares of Redeemable Preferred Stock are outstanding,
        no full dividends shall be declared or paid or set apart for payment on
        any series of capital stock of the Company ranking junior to or on a
        parity with the Redeemable Preferred Stock as to dividends (including
        the Corporation's 9.16% Series A Convertible Redeemable Preferred Stock
        and the Corporation's Series B Convertible Redeemable Preferred


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         Stock (the "Series B Preferred Stock")) for any period unless full
         cumulative dividends have been or contemporaneously are declared and
         paid in cash or declared and a sum in cash sufficient for the payment
         thereof set apart for such payment on the Redeemable Preferred Stock
         for all past Dividend Periods and the then current Dividend Period.
         When dividends are not paid in full (or a sum in cash sufficient for
         such full payment is not so set apart) upon the shares of Redeemable
         Preferred Stock and the shares of any series of Preferred Stock ranking
         on a parity as to dividends with the Redeemable Preferred Stock, all
         dividends declared upon the shares of Redeemable Preferred Stock and
         any other such series of Preferred Stock ranking on a parity as to
         dividends with the Redeemable Preferred Stock shall be declared pro
         rata so that the amount of dividends declared per share on the
         Redeemable Preferred Stock and such other series of Preferred Stock
         shall in all cases bear to each other the same ratio that accrued and
         unpaid dividends per share on the shares of Redeemable Preferred Stock
         and such other series of Preferred Stock bear to each other.

               (e) Except as provided in Section 2(d), unless full cumulative
        dividends on the Redeemable Preferred Stock have been or
        contemporaneously are declared and paid in cash or declared and a sum in
        cash sufficient for the payment thereof set apart for payment for all
        past Dividend Periods and the then current Dividend Period, no dividends
        (other than dividends payable in Common Stock or other capital stock of
        the Corporation ranking junior to the Redeemable Preferred Stock as to
        dividends and upon liquidation, dissolution and winding up) shall be
        declared or paid or set aside for payment or other distribution shall be
        declared or made upon any series of capital stock of the Corporation
        ranking junior to or on a parity with the Redeemable Preferred Stock as
        to dividends nor, subject to the Corporation's right to purchase Excess
        Stock as set forth in the Articles, shall shares of any series of
        capital stock of the Corporation ranking junior to or on a parity with
        the Redeemable Preferred Stock upon liquidation, dissolution or winding
        up be redeemed, purchased or otherwise acquired for any consideration
        (or any moneys be paid to or made available for a sinking fund for the
        redemption of any shares of any series of capital stock of the
        Corporation ranking junior to or on a parity with the Redeemable
        Preferred Stock) by the Corporation (except by conversion into or
        exchange for other capital stock of the Corporation ranking junior to
        the Redeemable Preferred Stock as to dividends and upon liquidation,
        dissolution and winding up).

               (f) Notwithstanding anything contained herein to the contrary,
        dividends on the Redeemable Preferred Stock, if not paid on a Preferred
        Dividend Payment Date, will accrue whether or not dividends are declared
        for such Preferred Dividend Payment Date, whether or not the Corporation
        has earnings and whether or not there are funds legally available for
        the payment of such dividends. Any dividend payment made on shares of
        Redeemable Preferred Stock shall first be credited against the earliest
        accrued but unpaid dividend due with respect to shares of such
        Redeemable Preferred Stock which remains payable.



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        Section 03.   Distribution Upon Liquidation, Dissolution or Winding Up.

               (a) Upon any voluntary or involuntary liquidation, dissolution or
        winding up of the affairs of the Corporation, subject to the prior
        preferences and other rights of any series of capital stock of the
        Corporation ranking senior to the Redeemable Preferred Stock upon
        liquidation, dissolution or winding up of the Corporation, but before
        any distribution or payment shall be made to the holders of capital
        stock of the Corporation ranking junior to the Redeemable Preferred
        Stock in the distribution of assets upon liquidation, dissolution or
        winding up of the Corporation, the holders of Redeemable Preferred Stock
        shall be entitled to receive out of the assets of the Corporation
        legally available for distribution to its stockholders liquidating
        distributions in cash or property at its fair market value as determined
        by the Board of Directors of the Corporation in the amount of $25.00 per
        share, plus an amount in cash equal to any accrued or unpaid dividends
        on any such share of Redeemable Preferred Stock to the date of
        liquidation, dissolution or winding up (including an amount equal to a
        prorated dividend for the period extending from the last Preferred
        Dividend Payment Date to the date of liquidation, dissolution or winding
        up) (the "Liquidation Preference"). After payment of the full amount of
        the liquidating distributions to which they are entitled, the holders of
        Redeemable Preferred Stock will have no right or claim to any of the
        remaining assets of the Corporation and shall not be entitled to any
        other distribution in the event of liquidation, dissolution or winding
        up of the affairs of the Corporation.

               (b) In the event that, upon any such voluntary or involuntary
        liquidation, dissolution or other winding up, the legally available
        assets of the Corporation are insufficient to pay the amount of the
        Liquidation Preference per share and the corresponding amounts payable
        on all shares of capital stock of the Corporation ranking on a parity
        with the Redeemable Preferred Stock in the distribution of assets upon
        liquidation, dissolution or winding up, then the holders of the
        Redeemable Preferred Stock and all such other capital stock shall share
        ratably in any such distribution of assets in proportion to the full
        liquidating distributions to which they would otherwise be respectively
        entitled.

               (c) Neither the consolidation or merger of the Corporation into
        or with another corporation or any other entity nor the sale, lease,
        transfer or conveyance of all or substantially all of the assets of the
        Corporation to another corporation or any other entity shall be deemed
        to constitute a liquidation, dissolution or winding up of the
        Corporation within the meaning of this Section 3.

        Section 04.   Redemption by the Corporation.

               (a) The Redeemable Preferred Stock may be redeemed, in whole or
        from time to time in part, at any time on and after January 1, 2008 at
        the option of the Corporation at the price of $25.00 per share (the
        "Preferred Redemption Price"), plus all accrued and unpaid dividends
        thereon to the Preferred Redemption Date (defined below), except as may
        be provided below, without interest.



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               (b) Each date fixed for redemption pursuant to Section 4(d) below
        is called a "Preferred Redemption Date." If the Preferred Redemption
        Date is after a Record Date and before the related Preferred Dividend
        Payment Date, the dividend payable on such Preferred Dividend Payment
        Date shall be paid to the holder in whose name the Redeemable Preferred
        Stock to be redeemed is registered at the close of business on such
        Record Date notwithstanding the redemption thereof between such Record
        Date and the related Preferred Dividend Payment Date or the
        Corporation's default in the payment of the dividend due.

               (c) In case of redemption of less than all shares of Redeemable
        Preferred Stock at the time outstanding, the shares to be redeemed shall
        be selected pro rata from the holders of record of such shares in
        proportion to the number of shares held by such holders (with
        adjustments to avoid redemption of fractional shares) or by any other
        equitable method determined by the Corporation, to the extent
        practicable, that will not result in a violation of the Ownership Limit
        (as defined in the Articles).

               (d) Notice of any redemption will be given by publication in a
        newspaper of general circulation in the City of New York, such
        publication to be made once a week for two successive weeks commencing
        not less than 30 nor more than 60 days prior to the Preferred Redemption
        Date. A similar notice will be mailed by the Corporation, postage
        prepaid, not less than 30 nor more than 60 days prior to the Preferred
        Redemption Date, addressed to the respective holders of record of the
        Redeemable Preferred Stock to be redeemed at their respective addresses
        as they appear on the stock transfer records of the Corporation. No
        failure to give such notice or any defect therein or in the mailing
        thereof shall affect the validity of the proceedings for the redemption
        of any shares of Redeemable Preferred Stock except as to the holder to
        whom the Corporation has failed to give notice or except as to the
        holder to whom notice was defective. In addition to any information
        required by law or by the applicable rules of any exchange upon which
        the Redeemable Preferred Stock may be listed or admitted to trading,
        such notice shall state: (i) the Preferred Redemption Date; (ii) the
        Preferred Redemption Price; (iii) whether all or less than all the
        outstanding shares of Redeemable Preferred Stock are to be redeemed and
        the aggregate number of shares of Redeemable Preferred Stock to be
        redeemed and, if less than all shares held by such holder are to be
        redeemed, the number of such shares to be redeemed; (iv) the place or
        places where certificates for such shares are to be surrendered for
        payment of the Preferred Redemption Price; and (v) that dividends on the
        shares to be redeemed will cease to accrue on the Preferred Redemption
        Date.

               (e) If notice has been mailed in accordance with Section 4(d)
        above and provided that on or before the Preferred Redemption Date
        specified in such notice all funds necessary for such redemption shall
        have been set aside by the Corporation, separate and apart from its
        other funds in trust for the pro rata benefit of the holders of the
        shares so called for redemption, so as to be and to continue to be
        available therefor, then, from and after the Preferred Redemption Date,
        dividends on the shares of the Redeemable Preferred Stock so called for
        redemption shall cease to accrue, and such shares shall no longer be
        deemed to be outstanding and shall not have the status of shares of
        Redeemable Preferred Stock, and all rights of the holders thereof as
        stockholders of the Corporation (except the right to receive 





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         from the Corporation the Preferred Redemption Price) shall cease.
         Notwithstanding the foregoing, upon the Corporation's default in the
         payment of the dividend due, the holders of Redeemable Preferred Stock
         at the close of business on any Record Date will be entitled to receive
         the dividend payable with respect to such Redeemable Preferred Stock on
         the corresponding Preferred Dividend Payment Date, although such
         Redeemable Preferred Stock shall have been redeemed between such Record
         Date and such corresponding Preferred Dividend Payment Date. Upon
         surrender, in accordance with the redemption notice, of the
         certificates for any shares of Redeemable Preferred Stock so redeemed
         (properly endorsed or assigned for transfer, if the Corporation shall
         so require and the notice shall so state), such shares shall be
         redeemed by the Corporation at the Preferred Redemption Price. In case
         fewer than all the shares represented by any such certificate are
         redeemed, a new certificate or certificates shall be issued
         representing the unredeemed shares without cost to the holder thereof.

               (f) Any deposit of funds with a bank or trust company for the
        purpose of redeeming Redeemable Preferred Stock shall be irrevocable
        except that:

                   (i) the Corporation shall be entitled to receive from such
        bank or trust company the interest or other earnings, if any, earned on
        any money so deposited in trust, and the holders of any shares redeemed
        shall have no claim to such interest or other earnings; and

                   (ii) any balance of monies so deposited by the Corporation
        and unclaimed by the holders of the Redeemable Preferred Stock entitled
        thereto at the expiration of two (2) years after the applicable
        Preferred Redemption Date shall be repaid, together with any interest or
        other earnings earned thereon, to the Corporation, and after such
        repayment, the holders of the shares entitled to the funds so repaid to
        the Corporation shall look only to the Corporation for payment without
        interest or other earnings.

               (g) No Redeemable Preferred Stock may be redeemed except with
        funds legally available for the payment of the Preferred Redemption
        Price.

               (h) Unless full cumulative dividends on all shares of Redeemable
        Preferred Stock shall have been or contemporaneously are declared and
        paid in cash or declared and a sum in cash sufficient for the payment
        thereof set apart for payment for all past Dividend Periods and the then
        current Dividend Period, no shares of any Redeemable Preferred Stock
        shall be redeemed unless all outstanding shares of Redeemable Preferred
        Stock are simultaneously redeemed; provided, however, that the foregoing
        shall not prevent the purchase or acquisition of shares of Redeemable
        Preferred Stock pursuant to a purchase or exchange offer made on the
        same terms to holders of all outstanding shares of Redeemable Preferred
        Stock; and unless full cumulative dividends on all outstanding shares of
        Redeemable Preferred Stock have been or contemporaneously are declared
        and paid in cash or declared and a sum in cash sufficient for the
        payment thereof set apart for payment for all past Dividend Periods and
        the then current Dividend Period, the Corporation shall not purchase or
        otherwise acquire directly or indirectly, through a subsidiary or
        otherwise, any shares of Redeemable Preferred Stock (except by
        conversion into or exchange for capital stock of the Corporation ranking




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        junior to the Redeemable Preferred Stock as to dividends and upon
        liquidation, dissolution and winding up of the Corporation).

               (i) All shares of Redeemable Preferred Stock redeemed pursuant to
        this Section 4 shall be retired and shall be restored to the status of
        authorized and unissued shares of Preferred Stock, without designation
        as to series, and subject to the applicable limitations set forth herein
        may thereafter be reissued as shares of any series of Preferred Stock.

        Section 05. Voting Rights.

               (a) The holders of record of shares of Redeemable Preferred Stock
        shall not be entitled to any voting rights except as hereinafter
        provided in this Section 5 or as otherwise provided by law. The
        Corporation shall not (i) without the affirmative vote or consent of the
        holders of at least two-thirds of the shares of the Redeemable Preferred
        Stock outstanding at the time, given in person or by proxy, either in
        writing or at a meeting (such Redeemable Preferred Stock voting
        separately as a class), authorize, create or issue, or increase the
        authorized or issued amount of, any class or series of capital stock
        ranking senior to the Redeemable Preferred Stock as to dividends or upon
        liquidation, dissolution or winding up of the Corporation or reclassify
        any authorized capital stock of the Corporation into any such senior
        stock, or create, authorize or issue any obligation or security
        convertible into or evidencing the right to purchase any such capital
        stock; or (ii) without the affirmative vote or consent of at least
        two-thirds of the shares of the Redeemable Preferred Stock outstanding
        at the time, given in person or by proxy, either in writing or at a
        meeting (such Redeemable Preferred Stock voting separately or as a
        class), amend, alter or repeal the provisions of the Articles (including
        these Articles Supplementary) so as to materially and adversely affect
        any right, preference, privilege or voting power of the Redeemable
        Preferred Stock or the holders thereof; provided, however, that any
        increase in the amount of the authorized Preferred Stock or the creation
        or issuance of any other series of Preferred Stock, or any increase in
        the amount of authorized shares of the Redeemable Preferred Stock or any
        other series of Preferred Stock, in each case ranking on a parity with
        or junior to the Redeemable Preferred Stock with respect to payment of
        dividends and the distribution of assets upon liquidation, dissolution
        or winding up, shall not be deemed to materially and adversely affect
        such rights, preferences, privileges or voting powers.

               (b) If and whenever dividends payable on the Redeemable Preferred
        Stock shall be or have been in arrears for six (6) or more quarterly
        periods (regardless of whether such periods are consecutive), then the
        holders of Redeemable Preferred Stock, voting separately as a class,
        shall be entitled at the next annual meeting of the stockholders or at
        any special meeting called as hereinafter provided to elect two (2)
        additional directors. A majority of the shares of Redeemable Preferred
        Stock shall constitute a quorum for the purposes of electing directors
        at such a meeting. Upon election, such directors shall become additional
        directors of the Corporation and the authorized number of directors of
        the Corporation shall thereupon be automatically increased by such
        number of directors.




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               (c) Whenever the voting right described under Section 5(b) above
        shall become exercisable, such right may be exercised initially either
        at a special meeting of the holders of Redeemable Preferred Stock,
        called as hereinafter provided, or at any annual meeting of stockholders
        held for the purpose of electing directors, and thereafter at such
        annual meetings or by the written consent of holders of Redeemable
        Preferred Stock. Such right of the holders of Redeemable Preferred Stock
        to elect directors may be exercised until all dividends to which the
        holders of Redeemable Preferred Stock shall have been entitled for all
        previous Dividend Periods and the current Dividend Period shall have
        been paid in cash in full or declared and a sum of money in cash
        sufficient for the payment thereof set aside for payment, at which time
        the right of the holders of Redeemable Preferred Stock to elect such
        number of directors shall cease, the term of such directors previously
        elected shall thereupon terminate, and the authorized number of
        directors of the Corporation shall thereupon return to the number of
        authorized directors otherwise in effect, but subject always to the same
        provisions for the renewal and divestment of such special voting rights
        in the case of any such future dividend default or defaults.

               (d) At any time when the voting right described under Section
        5(b) shall become exercisable in the holders of Redeemable Preferred
        Stock and if such right shall not already have been initially exercised,
        a proper officer of the Corporation shall, upon the written request of
        holders of record of at least ten percent (10%) of the shares of
        Redeemable Preferred Stock then outstanding, addressed to the Secretary
        of the Corporation, call a special meeting of holders of Redeemable
        Preferred Stock. Such meeting shall be held at the earliest practicable
        date upon the notice required for annual meetings of stockholders at the
        place for holding annual meetings of stockholders of the Corporation or,
        if none, at a place designated by the Secretary of the Corporation. If
        such meeting shall not be called by the proper officers of the
        Corporation within thirty (30) days after the personal service of such
        written request upon the Secretary of the Corporation, or within thirty
        (30) days after mailing the same within the United States, by registered
        mail, addressed to the Secretary of the Corporation at its principal
        office (such mailing to be evidenced by the registry receipt issued by
        the postal authorities), then the holders of record of at least ten
        percent (10%) of the shares of Redeemable Preferred Stock then
        outstanding may designate in writing a holder of Redeemable Preferred
        Stock or such other Preferred Stock to call such meeting at the expense
        of the Corporation, and such meeting may be called by such person so
        designated upon the notice required for annual meetings of stockholders
        and shall be held at the place of holding annual meetings of the
        Corporation or, if none, at a place designated by such holder. Any
        holder of Redeemable Preferred Stock that would be entitled to vote at
        such meeting shall have access to the stock books of the Corporation for
        the purpose of causing a meeting of stockholders to be called pursuant
        to the provisions of this Section 5(d). Notwithstanding the provisions
        of this Section 5(d), however, no such special meeting shall be called
        if any such request is received less than 90 days before the date fixed
        for the next ensuing annual or special meeting of stockholders.

               (e) If any director so elected by the holders of Redeemable
        Preferred Stock shall cease to serve as a director before such
        director's term shall expire, the holders of Redeemable Preferred Stock
        then outstanding may, at a special meeting of the holders called as
        provided above, elect a successor to hold office for the unexpired term
        of the director whose place shall be vacant.



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<PAGE>   10

               (f) Subject to Section 5(a) hereof and the provisions of the
        Articles relating to the rights of holders of Excess Stock, in any
        matter in which the Redeemable Preferred Stock may vote, including any
        action by written consent, each share of Redeemable Preferred Stock
        shall be entitled to one (1) vote (except as expressly provided herein
        or as may be required by law).

               (g) Except as required by law, the foregoing voting provisions
        shall not apply if, at or prior to the time when the act with respect to
        which such vote would otherwise be required shall be effected, all
        outstanding shares of the Redeemable Preferred Stock shall have been
        redeemed or shall have been called for redemption upon proper notice and
        sufficient funds shall have been deposited in trust to effect such
        redemption.

        Section 06. Ranking. The Redeemable Preferred Stock shall, with respect
to dividend rights and distributions upon liquidation, dissolution and winding
up of the Corporation, rank (i) senior to the Common Stock, any shares of Excess
Stock (except as provided in the last sentence of this Section 6) and shares of
all other series of capital stock issued from time to time by the Corporation
other than any series of capital stock the terms of which specifically provide
that the capital stock of such series rank senior to or on parity with the
Redeemable Preferred Stock with respect to dividend rights or distributions upon
liquidation, dissolution or winding up of the Corporation; (ii) on a parity with
the Series B Preferred Stock and all other shares of all other capital stock
issued by the Corporation the terms of which specifically provide that such
shares rank on a parity with the Redeemable Preferred Stock with respect to
dividends and distributions upon liquidation, dissolution or winding up of the
Corporation or make no specific provisions as to their ranking; and (iii) junior
to the Corporation's 9.20% Senior Preferred Stock, and all other capital stock
issued by the Corporation the terms of which specifically provide that the
shares rank senior to the Redeemable Preferred Stock with respect to dividends
and distributions upon liquidation, dissolution or winding up of the Corporation
(the issuance of which must have been approved by a vote of at least a majority
of the outstanding shares of Redeemable Preferred Stock). The Redeemable
Preferred Stock ranks on a parity with the shares of Redeemable Preferred Stock
that are Excess Stock with respect to distributions upon liquidation,
dissolution or winding up of the Corporation.

        Section 07. Reports. So long as any share of Redeemable Preferred Stock
is outstanding, the Corporation shall file with the Securities and Exchange
Commission (the "SEC") the annual reports, quarterly reports and the
information, documents and other reports required to be filed by the Corporation
with the SEC pursuant to Sections 13 and 15 of the Exchange Act, whether or not
the Corporation has or is required to have a class of securities registered
under the Exchange Act, at the time it is or would be required to file the same
with the SEC and within 15 days after it is or would be required to file such
reports, information or documents with the SEC shall mail such reports,
information and documents to the holders at their addresses set forth in the
register of Redeemable Preferred Stock maintained by the transfer agent and
registrar of the Redeemable Preferred Stock.



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        IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be signed in its name and on its behalf by its Executive Vice
President and Chief Financial Officer and attested to by its Secretary on this
1st day of October, 1997 and said Executive Vice President and Chief Financial
Officer acknowledges under the penalties of perjury that these Articles
Supplementary are the corporate act of said Corporation and that to the best of
his knowledge, information and belief, the matters and facts set forth herein
are true in all material respects.

                                        WALDEN RESIDENTIAL PROPERTIES, INC.



                                        By:
                                           ------------------------------------
                                           Name: Mark S. Dillinger
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

Attest:




----------------------------------
Name:   Edward H. Hatzenbuehler
Title:  Secretary





                                        -11-