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                                                                  EXHIBIT 10.14

GABLES RESIDENTIAL TRUST
      [LOGO]

                                      

November 11, 1996


Mr. Perry ("Peter") M. Parrott, Jr.
3501 University Blvd.
Dallas, TX  75205


Dear Peter:

         In light of various changes in the operations of Gables Residential
Trust (the "Company"), the Company accepts your resignation effective November
11, 1996. Your resignation from the Board of Directors was effective October 2,
1996. Based on our review of the facts surrounding your resignation, it has been
determined that the Company will provide you with the separation package
described below. In return for your agreements contained herein, including your
release of certain claims as described below, and subject to your performance of
your obligations under this agreement, the Company agrees, upon your execution
of this letter to the following:

         (1)      The Company will engage your services as a consultant
                  effective November 12, 1996 and will continue your base salary
                  at your current rate, less applicable withholding and payroll
                  taxes, through January 26, 1997. Effective with your
                  resignation on November 11, 1996 and thereafter, you will no
                  longer serve in an executive role or as an officer for the
                  Company.

         (2)      The Company will pay you Two Hundred Seventy-Five Thousand and
                  No/100 Dollars ($275,000.00), in one lump sum, which amount
                  represents your 1996 bonus as well as severance. Such payment
                  will be made to you by the Company prior to December 31, 1996.
                  The Company will withhold applicable withholding and payroll
                  taxes from the payment to you pursuant to this paragraph (2).

         (3)      The Company will continue your car allowance at the current 
                  rate through January 26, 1997.

         (4)      The Company will continue to make  contributions  to your 
                  401(k) plan at the current rate through January 26, 1997.

         (5)      The Company will continue to provide you all benefits at the
                  current level through January 26, 1997. Subsequent to January
                  26, 1997, you will be eligible to continue to participate in
                  the Company's group health plan pursuant to COBRA. Such COBRA
                  premiums, to the extent you choose to participate, will be
                  your financial responsibility.



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Mr. Perry ("Peter") M. Parrott,Jr.    
November 11, 1996                     
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         (6)      All stock options issued to you that have not already vested
                  by January 26, 1997, will become vested on January 26, 1997.
                  You will have until January 26, 1999 to exercise the following
                  stock options:

                  -   47,000 options dated January 26, 1994 at the exercise 
                      price of $22.50.

                  -   15,000 options dated May 16, 1995 at the exercise price 
                      of $20.375.

                  To the extent that the restrictions on the transferability of
                  your Initial Public Offering shares have elapsed as matter of
                  law, the Company will remove the restricted legends on the
                  certificates representing such shares at the Company's cost.

         (7)      The Company agrees to sell you the office furniture in your
                  office for an amount to be agreed upon between you and the
                  Company. In the event you elect to purchase such furniture,
                  you agree that the Company is authorized to set off such
                  amount against payments due you pursuant to this agreement.

         (8)      The Company agrees to release you from the terms of the
                  non-competition provision set forth in Section 9 of the
                  Employment Agreement you entered into with the Company on
                  January 26, 1994. However, the release of the non-competition
                  provision in no way releases you from your confidentiality
                  obligations as set forth below.

         (9)      The Company agrees to reimburse you for your reasonable
                  out-of-pocket expenses associated with your continued work on
                  behalf of the Company through January 26, 1997 as well as all
                  reasonable expenses, excluding salary, incurred by you related
                  to your continued assistance to the Company subsequent to
                  January 26, 1997.

         (10)     The Company agrees that should you be sued in your capacity as
                  a former director for the Company, that you will be entitled
                  to coverage under the Board of Director's errors and omissions
                  insurance to the extent applicable and the Company agrees to
                  indemnify you for all reasonable expenses incurred and any
                  judgments against you in your capacity as a former director to
                  the extent that the Company, in its discretion, determines
                  that your actions as a director were proper.

         In consideration for the Company's agreement to provide you with the
benefits set forth in provisions (1) through (10) above, which you acknowledge
to be good and valid consideration, you voluntarily and knowingly agree as
follows:

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Mr. Perry ("Peter") M. Parrott,Jr.    
November 11, 1996                     
Page 3


                  (a)      You agree to cooperate with the Company in the
                           transitioning of your duties and responsibilities.
                           Beginning October 15, 1996, you agree that your
                           personnel management responsibilities will transition
                           to John Rippel who will assume the direct reporting
                           responsibility for the Vice Presidents and Sue Ansel.
                           You further agree that you will continue to be
                           available for work and consultation through January
                           26, 1997 and agree to continue to assist in the
                           complete transitioning of your duties and
                           responsibilities within the Company.

                  (b)      You further agree to cooperate with the Company
                           subsequent to January 26, 1997 with respect to any
                           ongoing projects that remain uncompleted at the time
                           of your departure. You further agree to cooperate
                           with, assist, and provide testimony at the request of
                           the Company or its attorneys in any currently pending
                           or future litigation involving the Company.

                  (c)      For all times hereafter,  you agree to protect and 
                           preserve the confidentiality of and safeguard the
                           Company's proprietary and/or confidential information
                           and to not use, directly or indirectly, for your
                           benefit or for the benefit of another, or disclose to
                           another, any of the Company's proprietary and/or
                           confidential information unless disclosures that are
                           deemed confidential to the Company are required by or
                           pursuant to a court order or the demands of a public
                           agency. Confidential information will include,
                           without limitation, information concerning the
                           Company's financial affairs, strategic plans and
                           objectives, business plans, proprietary statistics,
                           reports, pricing information, customer data and
                           contracts except to the extent that the information
                           is available to the public.

                  (d)      Prior to January 26, 1997, you agree to deliver to
                           the Company all documents embodying any of the
                           Company's proprietary and/or confidential
                           information.

                  (e)      Prior to January 26,  1997,  you agree to deliver to 
                           the Company all property owned by the Company and in
                           your possession.

         As further consideration for the Company's obligations set forth
herein, you voluntarily and knowingly, fully and completely and forever release
the Company and its current or former directors, officers, stockholders,
employees, agents, attorneys and affiliates from any and all claims, actions,
demands and causes of action of whatever kind or character, whether now known or
unknown, that you may have or that you may claim to have against the Company or
its current or former directors, officers, stockholders, employees, agents,
attorneys or affiliates that are in any way connected with your employment with
the Company, your resignation from your 


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Mr. Perry ("Peter") M. Parrott,Jr.    
November 11, 1996                     
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position with the Company, or otherwise, including without limitation any
contractual claims of employment or tort claims you may have or that you may
claim to have, wrongful discharge or discrimination in employment on the basis
of race, color, sex, national origin, religion, age under the Age Discrimination
in Employment Act and related laws prohibiting age discrimination, or
disability, if any, you may have, and attorneys fees and costs, if any, and any
and all acts or failure to act in contravention of the Constitution, statutes or
regulations of the United States or the constitution or regulations of any state
or local government including, but not limited to state or federal securities
laws, claims of fraud, breach of fiduciary duty, the Texas Deceptive Trade
Practices Act (or any similar act in any other state), or the Racketeer
Influenced and Corrupt Organizations Act occurring on or before the effective
date of this agreement and release.

         In addition, you covenant and agree to keep the terms, conditions and
circumstances of your resignation from the Company, including this letter,
confidential and to not aid, abet, assist or render assistance in any form to
any person or entity pursuing, or that may in the future pursue, any claim
against the Company or its directors, officers, stockholders, employees, agents,
attorneys or affiliates of any nature unless required to do by law.

         This letter is intended by you and the Company to be a legally valid
and binding agreement, to be construed in accordance with the laws of the State
of Texas. You and we agree that this letter is not to be construed as an
admission of liability by the Company in any respect, and the Company expressly
denies any liability to you whatsoever. You and we agree that any legal
proceedings instituted hereunder shall be conducted and litigated in the State
of Texas and the parties hereto consent to the jurisdiction and venue in the
courts of Dallas County, Texas. Nothing herein shall in any way limit or abridge
the Company's right to seek injunctive or similar equitable relief for the
enforcement of its rights hereunder. This letter sets forth the entire agreement
between you and the Company and its directors, officers, employees, agents,
attorneys and representatives relating to the separation of your employment from
the Company and fully supersedes any and all prior agreements or understandings
between the parties hereto, including the January 26, 1996 Employment Agreement
executed by you and the Company, pertaining to the subject matter hereof.

                                                 Very truly yours,

                                                 Gables Residential Trust




                                                 By:  /s/  John Rippel
                                                    --------------------------
                                                           John Rippel

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Mr. Perry ("Peter") M. Parrott,Jr.    
November 11, 1996                     
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         The law requires that you be advised and you are hereby advised to
consult with an attorney prior to executing this agreement and release. If you
accept the terms of this agreement and release, it must be signed by you and
returned to Mary Cheddie on or before twenty-one (21) days from your receipt of
this agreement and release. After the execution of this agreement and release,
you have a period of seven (7) days in which you may revoke this agreement and
release. Notification of revocation should be in writing and returned to Mary
Cheddie. The effective date of this agreement and release is eight (8) days
after you execute this agreement and release.

I have read and understood the forgoing agreement and release, have been advised
to and have had the opportunity to discuss it with anyone I desire, including an
attorney of my own choice, agree to its terms, acknowledge receipt of a copy of
same, and the sufficiency of the payments recited therein, and sign this
agreement and release voluntarily.

                                             /s/ Perry M. Parrott, Jr.
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                                                 Perry ("Peter") M. Parrott, Jr.
Dated: November 11, 1996
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