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                                                                EXHIBIT 10.37


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
dated as of the 22nd day of November, 1996 among GABLES REALTY LIMITED
PARTNERSHIP (the "Borrower"), WACHOVIA BANK OF GEORGIA, N.A., as Agent (the
"Agent") and WACHOVIA BANK OF GEORGIA, N.A., FIRST UNION NATIONAL BANK OF
GEORGIA, GUARANTY FEDERAL BANK, F.S.B., AMSOUTH BANK OF ALABAMA and COMMERZBANK
AG, ATLANTA AGENCY (collectively, the "Banks");

                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Agent and the Banks executed and delivered
that certain Credit Agreement, dated as of the 28th day of March, 1996 (the
"Credit Agreement");

         WHEREAS, the Borrower has requested and the Agent and the Banks have
agreed to certain amendments to the Credit Agreement, subject to the terms and
conditions hereof;

         NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Agent and the
Banks hereby covenant and agree as follows:

         1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.

         2. Termination of Swing Loan Facility. The Swing Loan facility
contained in Section 2.01 (b) of the Credit Agreement is terminated, and all
references in the Credit Agreement to "Swing Loan", "Swing Loans", "Swing Loan
Borrowing" and "Swing Loan Note" hereby are deleted.

         3. Amendment to Section 2.05(a). Section 2.05 (a) of the Credit
Agreement hereby is amended by (i) deleting the reference to "Level III" in the
provisio in clause (ii) and substituting therefor a reference to "Level IV"; and
(ii) deleting the table contained therein (the "Old Table") and substituting
therefor the following table (the "New Table"); provided, however, that the Old
Table shall continue to apply as to Euro-Dollar Loans in existence on the
effective date of this First Amendment, and the New Table shall apply only as to
Euro-Dollar Loans (including Refunding Loans) made on or after the effective
date of this First Amendment.



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<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                           LEVEL I      LEVEL II      LEVEL III      LEVEL IV
-------------------------------------------------------------------------------
<S>                        <C>          <C>           <C>            <C>
Debt Rating                > BBB+       BBB           BBB-           <BBB-
                           -
                             or          or            or              or

                           > Baa1       Baa2          Baa3           <Baa3
                           -
-------------------------------------------------------------------------------
Applicable Margin          0.90         1.10          1.30           1.50
-------------------------------------------------------------------------------
</TABLE>

         4. Acknowledgment of Substitution of Eligible Property. The Borrower
has requested that, pursuant to Section 6.24(b) of the Credit Agreement, the
Eligible Property known as "Gables Towne Lake" in Austin, Texas be removed from
the Borrowing Base as an Eligible Property and property known as "Gables River
Oak" in Houston, Texas be substituted therefor. The Banks hereby approve the
Gables River Oaks property as an Eligible Property and part of the Borrowing
Base, subject, however, to satisfaction of the conditions contained in Section
6.24 (b) of the Credit Agreement.

         5. Restatement of Representations and Warranties. The Borrower hereby
restates and renews each and every representation and warranty heretofore made
by it in the Credit Agreement and the other Loan Documents as fully as if made
on the date hereof and with specific reference to this First Amendment and all
other loan documents executed and/or delivered in connection herewith.

         6. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding and
enforceable obligations of the Borrower. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.

         7.  Ratification.  The Borrower hereby restates, ratified and reaffirms
each and every term, covenant and condition set forth in the Credit Agreement
and other Loan Documents effective as of the date hereof.

         8. Counterparts. This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instruments.

         9.  Section References.  Section titles and references used in this 
First Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.

         10. No Default. To induce the Agent and the Banks to enter into this
First Amendment and to continue to make advances pursuant to the Credit
Agreement, the Borrower hereby acknowledges and agrees that, as of the date
hereof, and after giving effect to the terms hereof, there exists (I) no Default
or Event of Default and (ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower arising out of or with respect to any of the
Loans or other obligations of the Borrower owed to the Banks under the Credit
Agreement.

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         11.  Further Assurances.  The Borrower agrees to take such further 
actions as the Agent shall reasonably request in connection herewith to evidence
the amendments herein contained to the Borrower.

         12.  Governing Law.  This First Amendment shall be governed by and 
construed and interpreted in accordance with, the laws of the State of Georgia.

         13. Conditions Precedent. This First Amendment shall become effective
only upon execution and delivery (i) of this First Amendment by each of the
parties hereto, and (ii) of the Consent and Reaffirmation of Guarantors at the
end hereof by each of the Guarantors and (iii) payment to the Agent of the fees
and expenses payable pursuant to the letter agreement between the Agent and the
Borrower dated October 11, 1996.

         IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this First Amendment to be duly executed, under seal, by its duly
authorized officer as of the day and year first

                    GABLES REALTY LIMITED PARTNERSHIP (SEAL)
                    By:      Gables GP, Inc., its sole general partner

                    By:      /s/  Marvin R. Banks, Jr.
                             ------------------------------------------
                             Marvin R. Banks, Jr., Vice President

                    WACHOVIA BANK OF GEORGIA, N.A.,           (SEAL)
                    as Agent and as a Bank

                    By:      /s/ Mary Hughes
                             ------------------------------------------
                             Title:   Vice President

                    FIRST UNION NATIONAL BANK OF GEORGIA
                    as a Bank                                  (SEAL)

                    By:      /s/ Larry Genter
                             ------------------------------------------
                             Title:   Vice President

                    GUARANTY FEDERAL BANK, F.S.B.,
                    as a Bank                                  (SEAL)

                     By:      /s/ Phyllis Milstead
                             ------------------------------------------
                              Title:   Vice President
 

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                       AMSOUTH BANK OF ALABAMA,
                       as a Bank                         (SEAL)

                       By:      /s/ Dean H. Burgess
                             ------------------------------------------
                                Title:   Vice President

                       COMMERZBANK AG, ATLANTA AGENCY,
                       as a Bank

                       By:      /s/ Andreas Bremer
                             ------------------------------------------
                                Title:   SVP & Manager

                       By:      /s/ Mark Wortmann
                             ------------------------------------------
                                Title:   Assistant Vice President


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                     CONSENT AND REAFFIRMATION OF GUARANTORS



         Each of the undersigned (i) acknowledges receipt of the foregoing First
Amendment to Credit Agreement (the "First Amendment"), (ii) parties thereto and
(iii) reaffirms all of its obligations and covenants under the Guaranty
Agreement dated as of March 28, 1996 executed by it, and agrees that none of
such obligations and covenants shall be affected by the execution and delivery
of the First Amendment. In addition, (a) the General Partner certifies that it
is authorized to execute the First Amendment on behalf of the Borrower and to
bind the Borrower thereby, that it is authorized to execute this Consent and
Reaffirmation of Guarantors on behalf of Gables-Tennessee Properties and to bind
Gables-Tennessee Properties hereby, that since March 28, 1996, there has been no
amendment to the Borrower's Certificate of Limited Partnership, the Borrowers
Partnership Agreement, the General Partner's Certificate of Incorporation or the
General Partner's Bylaws, and that each of such documents, as in effect on March
28, 1996, continues in full force and effect as of the date hereof and that
since March 28, 1996, there has been no amendment to its Partnership Agreement
and that its Partnership Agreement, as in effect on March 28, 1996 continues in
full force and effect as of the date hereof; and (b) GBP hereby certifies that
since March 28, 1996, there has been no amendment to its Declaration of Trust of
its Bylaws, except as indicated in the Secretary's Certificate to the Agent, and
that each of such documents, as in effect on March 28, 1996, and as amended as
indicated in such Secretary's Certificate, continues in full force and effect as
of the date hereof.

         This Consent and Reaffirmation may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

                                       GABLES GP, INC.   (SEAL)

                                       By:    /s/ Marvin R. Banks, Jr. 
                                           ----------------------------------
                                                  Marvin R. Banks, Jr.
                                                     Vice President      

                                       GABLES RESIDENTIAL TRUST  (SEAL)

                                       By:    /s/ Marvin R. Banks, Jr.
                                           ----------------------------------
                                                  Marvin R. Banks, Jr.
                                                     Vice President      




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                                       GABLES-TENNESSEE PROPERTIES
                                       By: Gables GP, Inc., its general
                                           partner  (SEAL)
                                       

                                       By:   /s/ Marvin R. Banks, Jr.
                                          ---------------------------------
                                                 Marvin R. Banks, Jr.,
                                                    Vice President


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