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Exhibit 4.3    
  


[FACE OF CERTIFICATE]  






	Number	 	Shares
	              	 	            
	 ORGANIZED UNDER THE LAWS OF THE STATE OF ALABAMA




COLONIAL PROPERTIES TRUST
  A REAL ESTATE INVESTMENT TRUST  


81/8% SERIES D CUMULATIVE REDEEMABLE

PREFERRED SHARES OF BENEFICIAL INTEREST
  PAR VALUE $.01 PER SHARE

(LIQUIDATION PREFERENCE $250.00 PER SHARE) 



	 	 	See Reverse for

Certain Definitions




CUSIP 195872 50 2  


This is to Certify that
                                         is
the owner of
  







transferable on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed. 


Witness, the seal of the Corporation and the signatures of its duly authorized officers. 


Dated
                                        




	
	 	[seal]	 	

	President and Chief Executive Officer	 	 	 	Chief Financial Officer and Secretary







[REVERSE OF CERTIFICATE]  





The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


TEN
COM = as tenants in common

TEN ENT = as tenants by the entireties

JT TEN = as joint tenants with right of survivorship and not as tenants in common 



UNIF
TRANSFERS MIN ACT—                     Custodian
                    

                                         
                   (Cust)
                        (Minor) 



under
Uniform Transfers to Minors

Act                    

            (State) 


        Additional
abbreviations may also be used though not in the above list. 


For
Value Received,                          hereby sell, assign and transfer unto







(Please insert social security or other identifying number of assignee) 














(Please print or typewrite name and address including postal zip code of assignee) 


                        
Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint 


                        



Attorney
to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. 


Dated
                                        



In
presence of
                                         
        



NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 





 
 

COLONIAL PROPERTIES TRUST    
  


        The shares represented by this certificate are subject to restrictions on transfer and ownership for the purpose of assisting the Trust in maintaining its status
as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain further restrictions and except as expressly provided in the Trust's Declaration of Trust, no
Person may Acquire or Beneficially Own Shares of the Trust in excess of 9.8 percent in number or value, whichever is more restrictive, of the aggregate outstanding Shares of the Trust, no
Person (other than an Excluded Holder) may Acquire or Beneficially Own Common Shares in excess of 5.0 percent in number or value, whichever is more restrictive, of the outstanding Common Shares
of the Trust and no Person may Acquire or Beneficially Own Shares of any class or series of Preferred Shares of the Trust in excess of 9.8 percent in number or value, whichever is more
restrictive, of the aggregate of the outstanding Preferred Shares of such class or series. Separate restrictions set forth in Section 6.7 of the Declaration of Trust apply to restrict the
permissible Constructive Ownership of Shares. Any person who Beneficially Owns or attempts to Beneficially Own Shares in excess of the above limitations must immediately notify the Trust, any Shares
so held may be subject to mandatory redemption or sale in certain events, certain purported acquisitions of Shares in excess of such limitations shall be void ab
initio, and any Shares purported to be Acquired or Beneficially Owned in excess of such limitation will be automatically converted into and exchanged for Excess Shares. Excess
Shares have limited economic rights, no dividend rights and no voting rights. A Person who attempts to Beneficially Own Shares in violation of the ownership limitations set forth in subparagraph
(b) of Section 6.7 of the Declaration of Trust of the Trust shall have no claim, cause of action, or any other recourse whatsoever against a transferor of such shares. All capitalized
terms in this legend have the meanings defined in the Trust's Declaration of Trust, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so
requests. 


        The
Trust has the authority to issue securities of more than one class. The Trust will furnish to any Shareholder upon request in writing and without charge a full statement of the
designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, with respect to classes of shares that may be issued in series, the variations in
the relative rights, preferences and limitations between the shares of each series, so far as the same have been fixed and determined. 









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Exhibit 4.3


COLONIAL PROPERTIES TRUST