Exhibit 4.2








GABLES REALTY LIMITED
PARTNERSHIP


Issuer


to


WACHOVIA BANK, NATIONAL
ASSOCIATION


Trustee


_________________________




Supplemental Indenture
No. 8


Dated as of March 14,
2005


_________________________




$150,000,000


of


5.00% Senior Notes Due
2010














 




























SUPPLEMENTAL
INDENTURE NO. 8, dated as of March 14, 2005 (the "Supplemental Indenture"),
between GABLES REALTY LIMITED PARTNERSHIP, a limited partnership organized
under the laws of the State of Delaware (herein called the "Partnership"), and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and
successor to First Union National Bank, as Trustee (herein called the "Trustee").


RECITALS
OF THE PARTNERSHIP


The Partnership has
heretofore delivered to the Trustee an Indenture dated as of March 23, 1998, as
supplemented by Supplemental Indenture No. 1, dated as of March 23, 1998,
Supplemental Indenture No. 4, dated as of February 22, 2001, Supplemental
Indenture No. 5, dated as of July 8, 2002, Supplemental Indenture No. 6, dated
as of September 27, 2002 and Supplemental Indenture No. 7, dated as of
September 27, 2002 (the "Senior Indenture"), which has been filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, as an exhibit to the Partnership's Registration Statement on Form S‐3
(Registration No. 333-68359), providing for the issuance by the Partnership
from time to time of its senior debt securities evidencing its unsecured and
unsubordinated indebtedness (the "Securities").


Section 301 of the
Senior Indenture provides for various matters with respect to any series of
Securities issued under the Senior Indenture to be established in an indenture
supplemental to the Senior Indenture.


Section 901(7) of the
Senior Indenture provides for the Partnership and the Trustee to enter into an
indenture supplemental to the Senior Indenture to establish the form or terms
of Securities of any series as provided by Sections 201 and 301 of the Senior
Indenture.


The Board of
Directors of Gables GP, Inc., the general partner of the Partnership, has duly
adopted resolutions authorizing the Partnership to execute and deliver this
Supplemental Indenture.


All of the conditions
and requirements necessary to make this Supplemental Indenture, when duly
executed and delivered, a valid and binding agreement in accordance with its
terms and for the purposes herein expressed, have been performed and fulfilled.


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:


For and in consideration of the
premises and the purchase of the series of Securities provided for herein by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of Securities of such series, as follows:




 




















ARTICLE ONE 










RELATION TO SENIOR INDENTURE; DEFINITIONS


SECTION 1.1.  Relation to Senior Indenture.


This
Supplemental Indenture constitutes an integral part of the Senior Indenture.




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SECTION 1.2. 
Definitions.


For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:


            (1) 
Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Senior Indenture; and


            (2) 
All references herein to Articles and Sections, unless otherwise specified,
refer to the corresponding Articles and Sections of this Supplemental
Indenture.


"Acquired Debt" means
Debt of a Person (i) existing at the time such Person becomes a Subsidiary or
(ii) assumed in connection with the acquisition of assets from such Person, in
each case, other than Debt incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition.  Acquired Debt shall
be deemed to be incurred on the date of the related acquisition of assets from
any Person or the date the acquired Person becomes a Subsidiary.


"Adjusted Total
Assets" as of any date means the sum of (i) the amount determined by
multiplying the price at which the Common Shares of Gables were offered in the
initial public offering (the "IPO") of Common Shares of Gables by the sum of
(A) the Common Shares issued in the IPO and (B) the Units of the Partnership
not held by Gables that were issued in connection with the IPO, (ii) the
principal amount of outstanding Debt of the Partnership immediately following
the IPO and (iii) the purchase price or cost of any real estate assets or
mortgages receivable (or interests therein) acquired (including the value of
any Units issued in connection therewith) or developed after the IPO and the
amount of any securities offering proceeds and other proceeds of Debt received
after the IPO (to the extent such proceeds were not used to acquire real estate
assets or mortgages receivable or used to reduce Debt), adjusted for the
proceeds of any real estate assets disposed of by the Partnership.  This
definition of "Adjusted Total Assets" values the assets owned by the
Partnership at the time of the IPO at the market capitalization of the
Partnership at that time, which the Partnership believes to be a more
appropriate measure of the value of those assets than undepreciated book value,
which reflects their pre-IPO cost before accumulated depreciation.


"Annual Debt Service
Charge" as of any date means the amount of any interest expensed during the
four consecutive fiscal quarters most recently ended prior to such date.


"Common Shares" means
the common shares of beneficial interest, par value $0.01 per share, of Gables.


"Consolidated Income
Available for Debt Service" for any period means Consolidated Net Income of the
Partnership and its Subsidiaries plus amounts which have been deducted for: 
(i) interest on Debt of the Partnership and its Subsidiaries, (ii) provision
for taxes of the Partnership and its Subsidiaries based on income, (iii)
amortization of debt discount, (iv) provisions for gains and losses on
properties, (v) depreciation and amortization, (vi) the effect of any noncash
charge resulting from a change in accounting principles in determining Consolidated
Net Income for such period and (vii) amortization of deferred charges.




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"Consolidated Net
Income" for any period means the amount of net income (or loss) of the
Partnership and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP.


"Corporate Trust
Office", including for purposes of the Place of Payment provisions of Sections
305 and 1002 of the Senior Indenture, means the office of the Trustee at which,
at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 999 Peachtree Street, N.E., Atlanta, Georgia 30309.


"Debt" of the
Partnership or any Subsidiary means any indebtedness of the Partnership or any
Subsidiary, whether or not contingent, in respect of (i) borrowed money
evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness
secured by any mortgage, pledge, lien, charge, encumbrance or any security
interest existing on property owned by the Partnership or any Subsidiary, (iii)
reimbursement obligations in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase
price of any property except any such balance that constitutes an accrued
expense or trade payable or (iv) any lease of property by the Partnership or
any Subsidiary as lessee which is reflected on the Partnership's consolidated
balance sheet as a capitalized lease in accordance with GAAP; in the case of
items of indebtedness incurred under (i) through (iii) above to the extent that
any such items (other than letters of credit) would appear as a liability on
the Partnership's consolidated balance sheet in accordance with GAAP; and also
includes, to the extent not otherwise included, any obligation of the
Partnership or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), indebtedness of another Person (other than the Partnership
or any Subsidiary).


"Exchange Act" means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the Commission.


"Gables" means Gables
Residential Trust, a Maryland real estate investment trust.


"Make-Whole Amount"
means, in connection with any optional redemption or accelerated payment of
any Note, the excess, if any, of (i) the aggregate present value as of the date
of such redemption or accelerated payment of each dollar of principal being
redeemed or paid and the amount of interest (exclusive of interest accrued to
the date of redemption or accelerated payment) that would have been payable in
respect of such dollar if such redemption or accelerated payment had not been
made, determined by discounting, on a semi-annual basis, such principal and
interest at the Reinvestment Rate (determined on the third Business Day
preceding the date such notice of redemption is given or declaration of
acceleration is made) from the respective dates on which such principal and
interest would have been payable if such redemption or accelerated payment had
not been made, over (ii) the aggregate principal amount of the Notes being redeemed
or paid.  Any Make-Whole Amount shall be determined by the Partnership, when
owing, in an Officers' Certificate to be filed with the Trustee, which
certificate shall set out the computation of such Make Whole Amount.


 "Notes" has the
meaning specified in Section 2.1 hereof.




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"Reinvestment Rate"
means the yield on Treasury securities at a constant maturity corresponding to
the remaining life (as of the date of redemption, and rounded to the nearest
month) to stated maturity of the principal being redeemed (the "Treasury
Yield"), plus 0.20%.  For purposes hereof, the Treasury Yield shall be equal to
the arithmetic mean of the yields published in the Statistical Release (as defined
below) under the heading "Week Ending" for the "U.S. Government
Securities-Treasury Constant Maturities" with a maturity equal to such
remaining life; provided, that if no published maturity exactly corresponds to
such remaining life, then the Treasury Yield shall be interpolated or
extrapolated on a straight-line basis from the arithmetic means of the yields
for the next shortest and next longest published maturities.  For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.  If the format or content of the Statistical Release changes in a manner
that precludes determination of the Treasury Yield in the above manner, then
the Treasury Yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by the Partnership.


"Statistical Release"
means the statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government securities
adjusted to constant maturities or, if such statistical release is not
published at the time of any determination of the Make-Whole Amount, then such
other reasonably comparable index which shall be designated by the Partnership.


"Subsidiary" means,
with respect to any Person, any corporation or other entity of which a majority
of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests of which are owned, directly or indirectly, by
such Person.  For the purposes of this definition, "voting equity securities"
means equity securities having voting power for the election of directors,
whether at all times or only so long as no senior class of security has such
voting power by reason of any contingency.


"Unencumbered Total
Asset Value" as of any date means the sum of (i) the portion of Adjusted Total
Assets allocable to the Partnership's real estate assets and (ii) the value of
all other assets of the Partnership and its Subsidiaries on a consolidated
basis determined in accordance with GAAP (but excluding intangibles and
accounts receivable), in each case which are unencumbered by any mortgage,
lien, charge, pledge or security interest.


"Units" means units
of limited partnership of the Partnership.


ARTICLE TWO 


THE NOTES


                        SECTION 2.1.  Title of the Securities.


There shall
be a series of Securities designated the "5.00% Senior Notes Due 2010" (the
"Notes").




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SECTION 2.2  Limitation on Aggregate Principal Amount.


The aggregate principal amount
of the Notes initially shall be limited to $150,000,000.  The Partnership may,
subject to Section 2.4 of this Supplemental Indenture and applicable law, issue
additional Notes under this Supplemental Indenture without the consent of the
Holders of outstanding Notes.  The initially issued Notes and any additional
Notes subsequently issued shall be treated as a single class for all purposes
of this Supplemental Indenture.


Nothing contained in this
Section 2.2 or elsewhere in this Supplemental Indenture, or in the Notes, is
intended to or shall limit execution by the Partnership or authentication or
delivery by the Trustee of Notes under the circumstances contemplated by
Sections 303, 304, 305, 306, 906, 1107 and 1305 of the Senior Indenture.


                        SECTION 2.3
 Interest
and Interest Rates; Maturity Date of Notes.


The Notes will bear interest at
5.00% per annum from March 14, 2005 or from the immediately preceding Interest
Payment Date (as defined below) to which interest has been paid, payable
semi-annually in arrears on March 15 and September 15 of each year, commencing
September 15, 2005 (each, an "Interest Payment Date"), to the persons (the
"Holders") in whose name the applicable Notes are registered in the Security Register
at the close of business 15 calendar days prior to such Interest Payment Date, i.e.
February 28 and August 31, respectively (regardless of whether such day is a
Business Day, as defined below), as the case may be (each, a "Regular Record
Date").  Interest on the Notes will be computed on the basis of a 360-day year
of twelve 30-day months.  Any interest not punctually paid or duly provided
for on any Interest Payment Date with respect to a Note ("Defaulted Interest")
will forthwith cease to be payable to the Holder on the applicable Regular
Record Date and may either be paid to the person in whose name such Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of such Note not less than
ten days prior to such Special Record Date, or may be paid at any time in any
other lawful manner, as more particularly described in the Indenture.


If any Interest Payment Date or
Maturity falls on a day that is not a Business Day, the required payment shall
be on the next Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be.


The Notes
will mature on March 15, 2010.


                        SECTION 2.4.  Limitations
on Incurrence of Debt.




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(1)       
The Partnership will not, and will not permit any Subsidiary to, incur
any Debt, other than intercompany Debt (representing Debt to which the only
parties are Gables, the Partnership or any of its Subsidiaries, but only so
long as such Debt is held solely by any of the foregoing), if, immediately
after giving effect to the incurrence of such additional Debt and the application
of the proceeds thereof, the aggregate principal amount of all outstanding
Debt of the Partnership and its Subsidiaries on a consolidated basis determined
in accordance with GAAP is greater than 60% of the sum of (without duplication)
(i) the Partnership's Adjusted Total Assets as of the end of the calendar
quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not permitted under the Exchange Act, filed
with the Trustee) prior to the incurrence of such additional Debt, (ii) the
purchase price of any real estate assets or mortgages receivable (or interests
therein) acquired by the Partnership or any Subsidiary since the end of such
calendar quarter, including those obtained in connection with the incurrence of
such additional Debt and (iii) the amount of any securities offering proceeds
received by the Partnership or any Subsidiary since the end of such calendar
quarter (to the extent that such proceeds were not used to acquire such real
estate assets or mortgages receivable or used to reduce Debt).


(2)        
In addition to the limitation set forth in subsection (1) of this
Section 2.4, the Partnership will not, and will not permit any Subsidiary to,
incur any Debt if the ratio of Consolidated Income Available for Debt Service
to the Annual Service Charge for the four consecutive fiscal quarters most
recently ended prior to the date on which such additional Debt is to be
incurred shall have been less than 1.5:1, on a pro forma basis after
giving effect thereto and to the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt  and any other Debt incurred by
the Partnership and its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom, including to refinance
other Debt , had occurred at the beginning of such period; (ii) the repayment
or retirement of any other Debt by the Partnership and its Subsidiaries since
the first day of such four-quarter period had been repaid or retired at the
beginning of such period (except that, in making such computation, the amount
of Debt under any revolving credit facility shall be computed based upon the
average daily balance of such Debt during such period); (iii) in the case of
Acquired Debt or Debt incurred in connection with any acquisition since the
first day of such four-quarter period, the related acquisition had occurred as
of the first day of such period with the appropriate adjustments with respect
to such acquisition being included in such pro forma calculation; and
(iv) in the case of any acquisition or disposition by the Partnership or its
Subsidiaries of any asset or group of assets since the first day of such
four-quarter period, whether by merger, stock purchase or sale, or asset
purchase or sale, such acquisition or disposition or any related repayment of
Debt had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in
such pro forma calculation.




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(3)       
In addition to the limitations set forth in subsections (1) and (2) of
this Section 2.4, the Partnership will not, and will not permit any Subsidiary
to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance
or security interest of any kind upon any of the property of the Partnership
or any Subsidiary ("Secured Debt"), whether owned at the date hereof or
thereafter acquired, if, immediately after giving effect to the incurrence of
such Secured Debt and the application of the proceeds therefrom, the aggregate
principal amount of all outstanding Secured Debt of the Partnership and its
Subsidiaries on a consolidated basis is greater than 40% of the sum of (without
duplication) (i) the Partnership's Adjusted Total Assets as of the end of the
calendar quarter covered in the Partnership's Annual Report on Form 10‐K
or Quarterly Report on Form 10‐Q, as the case may be, most recently
filed with the Commission (or, if such filing is not permitted under the
Exchange Act, filed with the Trustee) prior to the incurrence of such
additional Debt, (ii) the purchase price of any real estate assets or mortgages
receivable (or interests therein) acquired by the Partnership or any Subsidiary
since the end of such calendar quarter, including those proceeds obtained in
connection with the incurrence of such additional Debt and (iii) the amount of
any securities offering proceeds received by the Partnership or any Subsidiary
since the end of such calendar quarter (to the extent that such proceeds were
not used to acquire such real estate assets or mortgages receivable or used to
reduce Debt).


(4)       
The Partnership and its Subsidiaries will at all times maintain an
Unencumbered Total Asset Value in an amount not less than 150% of the aggregate
principal amount of all outstanding unsecured Debt of the Partnership and its
Subsidiaries on a consolidated basis.


(5)       
For purposes of this Section 2.4, Debt shall be deemed to be "incurred"
by the Partnership or a Subsidiary whenever the Partnership or such Subsidiary
shall create, assume, guarantee or otherwise become liable in respect thereof.


                        SECTION 2.5.  Redemption.


The Notes may be redeemed at any
time at the option of the Partnership, in whole or in part, at a redemption
price equal to the sum of (i) the principal amount of the Notes being redeemed
plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole
Amount, if any, with respect to such Notes (the "Redemption Price").


                        SECTION 2.6.  Places
of Payment.


The Places of Payment where the
Notes may be presented or surrendered for payment, where the Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to and upon the Partnership in respect of the Notes and the Senior
Indenture may be served shall be in the City of Atlanta, Georgia, and the
office or agency for such purpose shall initially be located at c/o Wachovia
Bank, National Association, Corporate Trust Department, 999 Peachtree Street,
N.E., Atlanta, Georgia 30309.


                        SECTION 2.7.  Method
of Payment.


Payment of the principal of and
interest on the Notes will be made at the office or agency of the Partnership
maintained for that purpose in the City of Atlanta, Georgia (which shall
initially be an office or agency of the Trustee), in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at
the option of the Partnership, payments of principal and interest on the Notes
(other than payments of principal and interest due at Maturity) may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto located within the United States.




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SECTION 2.8. Currency.Principal and interest on the Notes shall be payable in Dollars.


                        SECTION 2.9.        
 Registered Securities; Global Form.


The Notes shall be issuable and
transferable in fully registered form as Registered Securities, without
coupons.  The Notes shall be issued in the form of one or more permanent Global
Securities.  The depository for the Notes shall be The Depository Trust
Company.  The Notes shall not be issuable in definitive form except as provided
in Section 305 of the Senior Indenture.


                        SECTION 2.10.      
Form of Notes.


The Notes
shall be substantially in the form attached as Exhibit A hereto. 


                        SECTION 2.11.      
Registrar and Paying Agent.


The Trustee shall initially
serve as Security Registrar and Paying Agent for the Notes.


                        SECTION 2.12.        Defeasance.


 The provisions of Sections 1402
and 1403 of the Senior Indenture, together with the other provisions of Article
Fourteen of the Senior Indenture, shall be applicable to the Notes.  The
provisions of Section 1403 of the Senior Indenture shall apply to the covenants
set forth in Sections 2.4 and 2.13 of this Supplemental Indenture and to
those covenants specified in Section 1403 of the Senior Indenture.


                        SECTION 2.13.        Provision
of Financial Information.


Whether or not the Partnership
is subject to Section 13 or 15(d) of the Exchange Act, the Partnership will, to
the extent permitted under the Exchange Act, file with the Commission the
annual reports, quarterly reports and other documents which the Partnership
would have been required to file with the Commission pursuant to such Section
13 or 15(d) if the Partnership were so subject, such documents to be filed with
the Commission on or prior to the respective dates (the "Required Filing
Dates") by which the Partnership would have been required so to file such
documents if the Partnership were so subject.




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The Partnership will also in any
event (x) within 15 days of each Required Filing Date (i) if the Partnership is
not then subject to Section 13 or 15(d) of the Exchange Act, transmit by mail
to all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders, copies of the annual reports and quarterly
reports which the Partnership would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act if the Partnership were
subject to such Sections, and (ii) file with the Trustee copies of annual
reports, quarterly reports and other documents which the Partnership would have
been required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act if the Partnership were subject to such Sections and (y) if
filing such documents by the Partnership with the Commission is not permitted
under the Exchange Act, promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of such documents to
any prospective Holder.


                        SECTION 2.14.    Waiver of Certain Covenants.


Notwithstanding the provisions
of Section 1010 of the Senior Indenture, the Partnership may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1004 to 1007, inclusive, of the Senior Indenture, with Sections 2.4
and 2.13 of this Supplemental Indenture and with any other term, provision or
condition with respect to the Notes or either series thereof (except any such
term, provision or condition which could not be amended without the consent of
all Holders of the Notes or such series thereof, as applicable), if before or
after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Notes or such series thereof, as
applicable, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition. 
Except to the extent so expressly waived, and until such waiver shall become
effective, the obligations of the Partnership and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


ARTICLE
THREE 


MISCELLANEOUS
PROVISIONS


                        SECTION 3.1.      
Ratification of Senior
Indenture


Except as expressly modified or
amended hereby, the Senior Indenture continues in full force and effect and is
in all respects confirmed and preserved.


                        SECTION 3.2.      
Governing Law.


This Supplemental Indenture and
each Note shall be governed by and construed in accordance with the laws of the
State of New York.  This Supplemental Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, and shall, to the extent
applicable, be governed by such provisions.


                        SECTION 3.3.      
Counterparts.


This Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


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IN WITNESS WHEREOF,  the parties
hereto have caused this Supplemental Indenture to be duly executed by their
respective officers hereunto duly authorized, all as of the day and year first
written above.

GABLES REALTY LIMITED PARTNERSHIP




                        By:   Gables
GP, Inc.,

                                its
general partner

 

                        By:   /s/ Dawn H. Severt

                                Dawn
H. Severt

                                Senior
Vice President




                    WACHOVIA
BANK, NATIONAL ASSOCIATION, as
Trustee

                    By:   /s/
Paul L. Henderson


                    Name:    Paul
L. Henderson


                    Title:     Assistant
Vice President






























EXHIBIT
A


FORM
OF SENIOR SECURITY


[Face
of Security]


Unless this Security is
presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and such Security issued is registered in the
name of CEDE & CO., or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO., has an
interest herein.


This Security is a Global
Security within the meaning set forth in the Indenture hereinafter referred to
and is registered in the name of DTC or a nominee of DTC.  This Security is
exchangeable for Securities registered in the name of a person other than DTC
or its nominee only in the limited circumstances described in the Indenture,
and may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or its nominee to a
successor Depository or its nominee.


GABLES
REALTY LIMITED PARTNERSHIP


5.00%
Senior Notes Due 2010




Register No. 1                                                                                                                                                            Principal
Amount


CUSIP No. 362415 AJ 0                                                                                                                                            $150,000,000






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GABLES REALTY LIMITED
PARTNERSHIP, a Delaware limited partnership (herein referred to as the
"Partnership", which term includes any successor entity under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns the principal sum of $150,000,000
Dollars on March 15, 2010 (the "Stated Maturity Date") or earlier at the option
of the Partnership (the "Redemption Date", and together with the Stated
Maturity Date with respect to principal repayable on such date, the "Maturity
Date") and to pay interest thereon from March 14, 2005 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on March 15 and September 15 in each year (each, an "Interest
Payment Date"), commencing September 15, 2005, at the rate of 5.00% per annum,
until the principal hereof is paid or duly provided for.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be February
28 or August 31 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date at the office or agency of the Partnership
maintained for such purpose; provided, however, that such
interest may be paid, at the Partnership's option, by mailing a check to such
Holder at its registered address or by wire transfer of funds to an account
maintained by such Holder within the United States.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.


The principal of this Security
payable on the Stated Maturity Date or the principal of, Make-Whole Amount, if
any, and, if the Redemption Date is not an Interest Payment Date, interest on
this Security payable on the Redemption Date will be paid against presentation
of this Security at the office or agency of the Partnership maintained for that
purpose in the City of Atlanta, Georgia (which initially shall be an office or
agency of the Trustee), in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.


Interest payable on this
Security on any Interest Payment Date and on the Stated Maturity Date or
Redemption Date, as the case may be, will include interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for (or from and including March 14, 2005, if no
interest has been paid on this Security) to but excluding such Interest Payment
Date or the Stated Maturity Date or Redemption Date, as the case may be.  If
any Interest Payment Date or the Stated Maturity Date or Redemption Date falls
on a day that is not a Business Day, as defined below, principal, Make-Whole
Amount, if any, and/or interest payable with respect to such Interest Payment
Date or Stated Maturity or Redemption Date, as the case may be, will be paid on
the next succeeding Business Day with the same force and effect as if it were
paid on the date such payment was due, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date or
Stated Maturity Date or Redemption Date, as the case may be.  "Business Day"
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in the City of New York are authorized
by law, regulation or executive order to close.


All payments of principal,
Make-Whole Amount, if any, and interest in respect of this Security will be
made by the Partnership in immediately available funds.


Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.




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Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Partnership has caused "CUSIP" numbers to be printed on the Securities of this
series as a convenience to the Holders of such Securities.  No representation
is made as to the correctness or accuracy of such CUSIP numbers as printed on
the Securities, and reliance may be placed only on the other identification
numbers printed hereon.


Unless the Certificate of
Authentication hereon has been executed by the Trustee by manual signature of
one of its authorized signatories, this Security shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.




*         
*          *




A-3




 
























IN WITNESS
WHEREOF, the Partnership has caused this instrument to be duly executed under
the facsimile corporate seal of its general partner.




Dated:  March 14, 2005                                               GABLES
REALTY LIMITED PARTNERSHIP




            By:   Gables
GP, Inc., 

              its general partner




By:   __________________________

                                                                                            Dawn H. Severt

                                                                                            Senior Vice President

 




Attest:  ______________________________

            Name:

            Title:




TRUSTEE'S CERTIFICATE OF AUTHENTICATION:


This is one of Securities of the series
designated therein referred to in the within-mentioned Indenture.




WACHOVIA BANK, NATIONAL ASSOCIATION,

                                                                                     as Trustee




By:                                                    


                                                                                            Name:

                                                                                            Title:






A-4


























[Reverse of Security]




GABLES REALTY LIMITED
PARTNERSHIP


This Security is one of a duly authorized issue of
securities of the Partnership (herein called the "Securities"), issued and to
be issued in one or more series under an Indenture, dated as of March 23, 1998,
as supplemented by Supplemental Indenture No. 1, dated as of March 23, 1998,
Supplemental Indenture No. 4, dated as of February 22, 2001, Supplemental Indenture
No. 5, dated as of July 8, 2002, Supplemental Indenture No. 6, dated as of
September 27, 2002, Supplemental Indenture No. 7, dated as of September 27,
2002 and Supplemental Indenture No. 8, dated as of March 14, 2005 (as so
supplemented, herein called the "Indenture") between the Partnership and
Wachovia Bank, National Association, successor to First Union National Bank, as
Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture with respect to the series of which this Security
is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Partnership, the Trustee
and the Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered.  This Security is one of the
duly authorized series of Securities designated on the face hereof
(collectively, the "Securities"), and the aggregate principal amount of the
Securities to be issued under such series as limited to $150,000,000 (except
for Securities authenticated and delivered upon transfer of, or in exchange
for, or in lieu of other Securities).  All capitalized terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


If an Event of Default with respect to the Securities,
as defined in the Indenture, shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


The Securities are subject to redemption at any time,
as a whole or in part, at the election of the Partnership, at a Redemption
Price equal to the sum of (i) the principal amount of the Securities being
redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Securities.


Notice of redemption will be given by mail to Holders
of Securities, not less than 30 nor more than 60 days prior to the Redemption
Date, all as provided in the Indenture.


The Indenture contains provisions for defeasance at any
time of (a) the entire indebtedness of the Partnership on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Partnership, in each case, upon compliance by the Partnership
with certain conditions set forth in the Indenture, which provisions apply to
this Security.


In the event of redemption of this Security in part
only, a new Security or Securities for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.




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The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Partnership and the rights of the Holders of the Securities
under the Indenture at any time by the Partnership and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby.  The Indenture also contains provisions permitting the
Holders of not less than a majority of the aggregate principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to
waive compliance by the Partnership with certain provisions of the Indenture. 
Furthermore, provisions in the Indenture permit the Holders of not less than a
majority of the aggregate principal amount, in certain instances, of the
Outstanding Securities of any series to waive, on behalf of all of the Holders
of Securities of such series, certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and other Securities issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Partnership, which is absolute and unconditional, to pay the principal of
(and Make-Whole Amount, if any) and interest on this Security at the times,
places and rate, and in the coin or currency, herein prescribed.


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register of the Partnership upon surrender of this Security for
registration of transfer at the office or agency of the Partnership in any
place where the principal of (and Make-Whole Amount, if any) and interest on
this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Partnership and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


As provided in the Indenture and subject to certain
limitations therein set forth, this Security is exchangeable for a like
aggregate principal amount of Securities of different authorized denominations
but otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.


The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof.


No service charge shall be made for any such
registration of transfer or exchange, but the Partnership may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


Prior to due presentment of this Security for
registration of transfer, the Partnership, the Trustee and any agent of the
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Partnership, the Trustee nor any such agent shall
be affected by notice to the contrary.




A-6


























Notwithstanding anything contained herein to the
contrary, no recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Security, or because of any indebtedness
evidenced hereby or thereby, or for any claim based thereon or otherwise in
respect hereof, shall be had for the payment of the principal of or Make-Whole
Amount, if any, or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against (i) the Company or any
other past, present or future partner in the Partnership, (ii) against any
other Person which owns an interest, directly or indirectly, in any partner of
the Partnership or (iii) against any past, present or future stockholder,
employee, officer or director, as such, of the Company, or of any successor,
either directly or through the Partnership or the Company or any successor,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.


The Indenture and the
Securities shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed
entirely in such State. 




A-7




 
























ASSIGNMENT FORM




FOR VALUE RECEIVED, the
undersigned hereby


sells, assigns and
transfers unto




PLEASE INSERT SOCIAL


SECURITY OR OTHER IDENTIFYING


NUMBER OF ASSIGNEE






________________________________________

. . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .
.. . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . .
.. . . . . . . . 


(Please Print or
Typewrite Name and Address including

Zip Code of Assignee)




. . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .
.. . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . .
.. . . . . . . .


the within Security of Gables Realty Limited Partnership and
hereby does irrevocably constitute and appoint




. . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .
.. . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . .
..Attorney

to transfer said Security on the books of the within-named
Partnership with full power of substitution in the premises.




Dated: . . . . .  . . . . . . . . .                                                        
.. . . . . . . . . . . . . . . . . . . . . . . . . . .   






                        . . . . .
.. . . . . . . . . . . . . . . . . . . . . . .  


NOTICE:  The signature to this assignment must correspond
with the name as it appears on the first page of the within Security in every
particular, without alteration or enlargement or any change whatever.










A-8