** **

** **

**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549 

**FORM 10-K/A****(Amendment No. 1)****FOR ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTIONS 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**

| [ X]                                               | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|----------------------------------------------------|------------------------------------------------------------------------------------------------|
| For  the Fiscal Year Ended December 31, 2004  |
| [    ]                              | **TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

**CommissionFile Number: 1-12590****GABLES RESIDENTIAL TRUST**(Exact name of Registrant as specified inits charter) 

| **Maryland**  (State or other jurisdiction of incorporation or organization)     |                       | **58-2077868**  (I.R.S. employer identification no.) |
|----------------------------------------------------------------------------------|-----------------------|------------------------------------------------------|
|                                                                                  |
| **777    Yamato Road, Suite 510****  Boca Raton,  FL****  ** |                       |                                                      |
|                                                                                  | **33431**  (Zip Code) |
| (Address  of principal executive offices)                                        |                       |

Registrant's telephone number, including area code: **(561) 997-9700**Securities registered pursuant toSection 12(b) of the Act: 

| **Title of Each Class**Common Shares of Beneficial  Interest, par value $0.01 per share

7.50% Series D Cumulative Redeemable  Preferred Shares of  Beneficial Interest, par value $0.01 per share |  | **Name of Each Exchange on which  Registered**New York Stock Exchange    New York Stock Exchange |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------------------------------------------------|

Securities registered pursuant to Section 12(g) ofthe Act: **None**

      Indicateby check mark whether the Registrant: (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period thatthe Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

| (1) Yes     [X] | No [   ] |
|-------------------------------------|--------------------|
| (2) Yes     [X] | No [   ] |

        Indicate by check markif disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of Registrant'sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K.  [X]      Indicate by check mark whether the registrant isan accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes[X]   No [  ] 

      Asof June 30, 2004, the aggregate market value of the 28,926,729 common sharesheld by non-affiliates of the Registrant was $982,930,251 based upon theclosing price of $33.98 per share on the New York Stock Exchange on such date.(For this computation, the Registrant has excluded the market value of allcommon shares reported as beneficially owned by executive officers and trusteesof the Registrant; such exclusion shall not be deemed to constitute anadmission that any such person is an affiliate of the Registrant.) As of February 28, 2005 there were 29,339,350 common shares outstanding. 

**DOCUMENTSINCORPORATED BY REFERENCE**

** **

      Informationcontained in Gables' Proxy Statement relating to its Annual Meeting ofShareholders to be held on May 17, 2005 is incorporated by reference inPart III, Items 10, 11, 12, 13 and 14.

** **

----

 

**Explanatory Note**

Gables Residential Trust is filing this Form 10-K/A to amend its AnnualReport on Form 10-K for the year ended December 31, 2004, which wasfiled with the Securities and Exchange Commission on March 16, 2005,solely for the purpose of filing Exhibit 10.14 which was inadvertently omittedfrom such filing by Gables Residential Trust's third party financial printer.

**ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE**

|  | **(b)** | **Exhibits** |
|--|---------|--------------|

Some of the exhibits required by Item 601 ofRegulation S-K have been filed with previous reports by the Registrant (File No.1-12590), referred to herein as Gables, or the Operating Partnership (File No.0-22683) and are incorporated herein by reference to the filing in thecorresponding numbered footnote.

| 3.1   | (i)(a) | --- | Gables' Amended and  Restated Declaration of Trust (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1   | (i)(b) | --- | Articles of Amendment to  Gables' Amended and Restated Declaration of Trust (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.1   | (i)(c) | --- | Articles Supplementary to  Gables' Amended and Restated Declaration of Trust creating the 8.30% Series A  Cumulative Redeemable Preferred Shares (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.1   | (i)(d) | --- | Articles Supplementary to  Gables' Amended and Restated Declaration of Trust creating the 5.00% Series Z  Cumulative Redeemable Preferred Shares (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.1   | (i)(e) | --- | Articles Supplementary to  Gables' Amended and Restated Declaration of Trust creating the 8.625% Series  B Cumulative Redeemable Preferred Shares (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1   | (i)(f) | --- | Articles Supplementary to  Gables' Amended and Restated Declaration of Trust creating the 7.875% Series  C Cumulative Redeemable Preferred Shares (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1   | (i)(g) | --- | Articles Supplementary to  Gables' Amended and Restated Declaration of Trust creating the 7.50% Series D  Cumulative Redeemable Preferred Shares (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.1   | (i)(h) | --- | Articles Supplementary to  Gables' Amended and Restated Declaration of Trust creating the 7.875% Series  C-1 Cumulative Redeemable Preferred Shares (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1   | (ii)   | --- | Gables' Second Amended and  Restated Bylaws, as amended (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1   |        | --- | Indenture, dated as of  March 23, 1998, between the Operating Partnership and First Union National  Bank (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2   |        | --- | Supplemental Indenture No.  1, dated March 23, 1998, between the Operating Partnership and First Union  National Bank (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3   |        | --- | The Operating Partnership  6.80% Senior Notes due 2005 (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4   |        | --- | Supplemental Indenture No.  4, dated February 22, 2001, between the Operating Partnership and First Union  National Bank (10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.5   |        | --- | The Operating Partnership  7.25% Senior Notes due 2006 (10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.6   |        | --- | Supplemental Indenture No.  5, dated July 8, 2002, between the Operating Partnership and Wachovia Bank,  National Association (11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.7   |        | --- | The Operating Partnership  5.75% Senior Notes due 2007 (11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.8   |        | --- | Supplemental Indenture No.  6, dated September 27, 2002, between the Operating Partnership and Wachovia  Bank, National Association (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.9   |        | --- | Supplemental Indenture No.  7, dated September 27, 2002, between the Operating Partnership and Wachovia  Bank, National Association (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.10  |        | --- | The Operating Partnership  5.86% Registered Senior Notes due 2009 (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.11  |        | --- | The Operating Partnership  6.10% Registered Senior Notes due 2010 (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1  |        | --- | Seventh Amended and  Restated Agreement of Limited Partnership of the Operating Partnership (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2  |        | --- | First Amendment to Seventh  Amended and Restated Agreement of Limited Partnership of the Operating Partnership  (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.3  |        | --- | Fourth Amended and Restated  1994 Share Option and Incentive Plan (15)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.4  |        | --- | Amendment No. 1 to the  Fourth Amended and Restated 1994 Share Option and Incentive Plan (16)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.5  |        | --- | 2004 Equity Incentive Plan  and Form of Restricted Share Award Agreement (17)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.6  |        | --- | Form of Employment  Agreement as signed by Gables and each of Chris D. Wheeler, Marvin R. Banks,  Jr. and Michael M. Hefley (15)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7  |        | --- | Form of Amendment to  Employment Agreement as signed by Gables and each of Chris D.  Wheeler, Marvin R. Banks, Jr. and Michael M. Hefley  (18)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.8  |        | --- | Employment Agreement as  signed by Gables and David D. Fitch (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.9  |        | --- | Form of 2003 Restricted  Share Award Agreement as signed by Gables and each of Chris D. Wheeler (7,560  shares), Marvin R. Banks, Jr. (5,040 shares), Michael M. Hefley (5,040  shares), Douglas G. Chesnut (1,680 shares), Gregory W. Iglehart (839 shares)  and Dawn H. Severt (3,024 shares) (19)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.10 |        | --- | Form of 2004 Restricted  Share Award Agreement as signed by Gables and each of Chris D. Wheeler  (18,000 shares), Marvin R. Banks, Jr. (12,000 shares), Michael M. Hefley  (12,000 shares), David D. Fitch (12,000 shares), Douglas G. Chesnut (4,000  shares) and Dawn H. Severt (7,200 shares) (16)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.11 |        | --- | 2003 Restricted Share Award  Agreement between Gables and David D. Fitch (19)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.12 |        | --- | Senior Executive Severance  Agreement between Gables and Chris D. Wheeler (20)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.13 |        | --- | Form of Senior Executive  Severance Agreement as signed by Gables and each of Marvin R. Banks, Jr.,  David D. Fitch and Michael M. Hefley (20)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.14 | +      | --- | Senior Executive Severance  Agreement between Gables and Dawn H. Severt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.15 |        | --- | Senior Executive Severance  Agreement between Gables and Douglas G. Chesnut (18)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.16 |        | --- | Form of Indemnification  Agreement as signed by Gables and each of Chris D. Wheeler, David D. Fitch,  Marvin R. Banks, Jr., Michael M. Hefley, Dawn H. Severt, Marcus E. Bromley,  Lauralee E. Martin, John W. McIntyre, Mike E. Miles, James D. Motta, and  Chris C. Stroup (21)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.17 |        | --- | Unsecured Note No. 2 for  $29,681,000 dated August 13, 1997 between the Operating Partnership,  Gables-Tennessee Properties and Teachers Insurance and Annuity Association of  America (22)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.18 |        | --- | Fourth Amended and Restated  $225,000,000 Revolving Credit Facility dated June 27, 2002, by and among  Gables Realty Limited Partnership and Gables-Tennessee Properties, L.L.C. (as  the Borrowers) and Wachovia Bank, N.A., Wachovia Securities, Inc.,  JPMorgan Chase Bank, AmSouth Bank, PNC Bank, National Association,  SouthTrust Bank, Bank of America, N.A., Wells Fargo Bank, N.A., and  Suntrust Bank (collectively, as Lenders) and Wachovia Bank, N.A. (as agent)  (23)                                                                                                                                                                                                                                                                                                      |
| 10.19 |        | --- | Fifth Amended and Restated  Revolving Credit Facility dated February 20, 2003 (increased to a committed  capacity level of $300,000,000 from $252,000,000 in December 2003 pursuant to  Section 2.15 of the agreement with the commitments of $34,000,000 from  BankOne, NA, $10,000,000 from Southwest Bank of Texas and an additional $4,000,000  from SouthTrust Bank) by and among Gables Realty Limited Partnership and  Gables-Tennessee Properties, L.L.C. (as the Borrowers) and Wachovia  Securities, Inc., Wachovia Bank, National Association, JPMorgan Chase Bank,  PNC Bank, National Association, AmSouth Bank, SouthTrust Bank, Bank of  America, N.A., Wells Fargo Bank, N.A. and Suntrust Bank (collectively, as  Lenders) and Wachovia Bank, National Association (as agent) (19) |
| 10.20 |        | --- | First Amendment to Fifth  Amended and Restated Revolving Credit Facility dated December 12, 2003 (16)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.21 |        | --- | Waiver letter dated August  31, 2004 related to the Fifth Amended and Restated Revolving Credit Facility  dated February 20, 2003, as amended by the First Amendment thereto dated  December 12, 2003 (24)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.22 |        | --- | Contribution Agreement with  an effective date of March 16, 1998 between Gables, the Operating Partnership  and specified representatives of Trammell Crow Residential executed in  connection with Gables' April 1, 1998 acquisition of the real estate assets and  operations of South Florida (25)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.23 |        | --- | Amendment No. 1 to  Contribution Agreement dated April 1, 1998 (26)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 21.1  | *      | --- | Schedule of Gables'  Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 23.1  | *      | --- | Consent of Deloitte &  Touche LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 31.1  | *      | --- | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.2  | *      | --- | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.1  | **     | --- | Certification pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |        |     | __________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |        |     | + Filed herewith                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |        |     | * Previously filed with  originally filed Form 10-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |        |     | ** Previously furnished  with originally filed Form 10-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|   |                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
| (1)    | Gables' Registration  Statement on Form S-11, as amended (File No. 33-70570).                                                      |
| (2)    | Gables' Quarterly Report on  Form 10-Q for the quarter ended June 30, 1998 (File No. 1-12590).                                     |
| (3)    | Gables' Current Report on  Form 8-K dated July 24, 1997 (File No. 1-12590).                                                        |
| (4)    | Gables' Current Report on  Form 8-K dated November 12, 1998 (File No. 1-12590).                                                    |
| (5)    | Gables' Quarterly Report on  Form 10-Q for the quarter ended September 30, 2002 (File No. 1-12590).                                |
| (6)    | Gables' Registration  Statement on Form 8-A dated May 8, 2003 (File No. 333-68359).                                                |
| (7)    | Gables' Registration  Statement on Form S-4/A dated May 20, 2003 (File No. 333-104535).                                            |
| (8)    | Gables' Annual Report on  Form 10-K for the fiscal year ended December 31, 1999 (File No. 1-12590).                                |
| (9)    | The Operating Partnership's  Current Report on Form 8-K dated March 23, 1998 (File No. 0-22683).                                   |
| (10)   | The Operating Partnership's  Current Report on Form 8-K dated February 22, 2001 (File No. 0-22683).                                |
| (11)   | The Operating Partnership's  Current Report on Form 8-K dated July 8, 2002 (File No. 0-22683).                                     |
| (12)   | The Operating Partnership's  Registration Statement on Form S-4 dated April 14, 2003 (File No.  333-104534).                       |
| (13)   | The Operating Partnership's  Registration Statement on Form S-4/A dated May 20, 2003 (File No.  333-104534).                       |
| (14)   | The Operating Partnership's  Annual Report on Form 10-K for the fiscal year ended December 31, 2004  (File No. 0-22683). |
| (15)   | Gables' Annual Report  on Form 10-K for the fiscal year ended December 31, 1998 (File No.  1-12590).                     |
| (16)   | Gables' Annual Report  on Form 10-K for the fiscal year ended December 31, 2003 (File No.  1-12590).                     |
| (17)   | Gables' Registration  Statement on Form S-8 (File No. 333-115966).                                                            |
| (18)   | Gables' Annual Report  on Form 10-K for the fiscal year ended December 31, 2001(File No.  1-12590).                 |
| (19)   | Gables' Annual Report  on Form 10-K for the fiscal year ended December 31, 2002 (File No.  1-12590).                |
| (20)   | Gables' Quarterly Report on  Form 10-Q for the quarter ended March 31, 2001 (File No. 1-12590).                                    |
| (21)   | Gables' Quarterly Report on  Form 10-Q for the quarter ended June 30, 2003 (File No. 1-12590).                                |

| (22) | Gables' Quarterly Report on  Form 10-Q for the quarter ended September 30, 1997 (File No. 1-12590). |
|------|----------------------------------------------------------------------------------------------------------|
| (23) | Gables' Quarterly Report on  Form 10-Q for the quarter ended June 30, 2002 (File No. 1-12590).           |
| (24) | Gables' Quarterly Report on  Form 10-Q for the quarter ended September 30, 2004 (File No. 1-12590). |
| (25) | Gables' Current Report on  Form 8-K dated March 16, 1998 (File No. 1-12590).                             |
| (26) | Gables' Current Report on  Form 8-K dated April 1, 1998, as amended  (File No. 1-12590).            |

TheRegistrant's Proxy Statement is to be filed with the Securities and ExchangeCommission not later than 120 days after December 31, 2004 (the end of thefiscal year covered by this Annual Report on Form 10-K).

** **

----

**SIGNATURES**

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant certifies that it has duly caused this Form 10-K/A to be signed onits behalf by the undersigned, thereunto duly authorized. 

|  | GABLES  RESIDENTIAL TRUST |
|--|---------------------------|
|  | By                        |  | /s/ Chris D. WheelerChris D. Wheeler  Executive Chairman of the  Board of Trustees  March 17, 2005 |

Pursuant to the requirementsof the Securities Exchange Act of 1934, this Form 10-K/A has been signed by thefollowing persons on behalf of the Registrant in the capacities and on thedates indicated. 

| Signatures                     | **Title**                                           | **Date**       |
|--------------------------------|-----------------------------------------------------|----------------|
|                                |                                                     |                |
| /s/ Chris D. Wheeler      | Executive Chairman of the  Board of Trustees   |                |
| Chris D. Wheeler               | (Principal Executive  Officer)                      | March 17, 2005 |
|                                |                                                     |                |
|                           |                                                |           |
| /s/ Marvin R. Banks, Jr.  | Senior Vice President and  Chief Financial Officer  |                |
| Marvin R. Banks, Jr.           | (Principal Financial Officer)                       | March 17, 2005 |
|                           |                                                |           |
|                                |                                                     |                |
| /s/ Dawn H. Severt             | Senior Vice President and  Chief Accounting Officer |                |
| Dawn H. Severt                 | (Principal Accounting  Officer)                     | March 17, 2005 |
|                           |                                                |           |
|                                |                                                     |                |
| /s/ David D. Fitch             | Chief Executive Officer,  President and Trustee     |                |
| David D. Fitch                 |                                                     | March 17, 2005 |
|                           |                                                |           |
|                                |                                                     |                |
| /s/ Marcus E. Bromley          | Trustee                                             |                |
| Marcus E. Bromley              |                                                     | March 17, 2005 |
|                           |                                                |           |
|                                |                                                     |                |
| /s/ John W. McIntyre           | Trustee                                             |                |
| John W. McIntyre               |                                                     | March 17, 2005 |
|                           |                                                |           |
|                                |                                                     |                |
| /s/ James D. Motta             | Trustee                                             |                |
| James D. Motta                 |                                                     | March 17, 2005 |

----