================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -----------
                                    Form 10Q
                                  -----------


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                          For the fiscal quarter ended

                               September 30, 2000
                       Commission file number: 000-29778


                           Merry Land Properties, Inc.


State of Incorporation: Georgia I.R.S. Employer Identification Number:58-2412761

                                   -----------

                                  P.O. Box 1417
                                Augusta, Georgia
                    (Address of Principal Executive Offices)


706 722-6756                                                            30903
(Registrant's Telephone                                               (Zip Code)
Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  twelve  months,   and  (2)  has  been  subject  to  such  filing
requirements for the past ninety days: Yes X . No____.


The number of shares of common stock  outstanding  as of September  30, 2000 was
2,666,966.


================================================================================

<PAGE>

Form 10-Q - Merry Land Properties, Inc.
Index


PART I.  FINANCIAL INFORMATION                                             Page
                                                                           ----

Item 1.    Financial Statements
           Consolidated Balance Sheets -
              September 30, 2000 and December 31, 1999 .......................3
           Consolidated Statements of Income - Three months ended September 30,
           2000 and 1999, and nine months ended September 30, 2000 and 1999...4
           Consolidated Statements of Cash Flows -
              Nine months ended September 30, 2000 and 1999...................5
           Notes to Consolidated Financial Statements.........................6
Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations......................................11
Item 3.    Quantitative and Qualitative Disclosures about Market Risk........19

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings.................................................20
Item 2.    Changes in Securities and Use of Proceeds.........................20
Item 3.    Defaults upon Senior Securities...................................20
Item 4.    Submission of Matters to a Vote of Security Holders...............20
Item 5.    Other Information.................................................20
Item 6.    Exhibits and Reports on Form 8-K..................................21


SIGNATURES...................................................................22





<PAGE>



Form 10-Q - Part I. Financial Information
Item 1-  Financial Statements
                  Merry Land Properties, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                 Unaudited
                                              Sept. 30, 2000     Dec. 31, 1999
                                             ----------------  -----------------
<S>                                          <C>               <C>
ASSETS
  Real estate assets, at cost:
  Land held for mining and development        $  4,518,956        $  5,905,288
  Apartments                                    97,725,694          95,615,665
  Commercial rental property                     2,401,449           2,627,652
  Furniture and equipment                        1,900,860           1,882,536
  Development in progress                        7,606,861           2,820,564
                                             ----------------  -----------------
     Total cost                                114,153,820         108,851,705
  Accumulated depreciation and depletion       (15,404,720)        (13,335,596)
                                             ----------------  -----------------
                                                98,749,100          95,516,109

INVESTMENT IN JOINT VENTURE                        584,500                   -

CASH AND CASH EQUIVALENTS                        2,588,327           3,067,372

ESCROWED CASH                                    1,943,443           1,187,142

OTHER ASSETS
  Notes receivable                                 472,149             564,073
  Deferred loan costs                            1,587,134           1,111,309
  Other receivable                                 264,937             154,496
  Deferred tax asset                             5,517,000           5,733,521
  Other                                            136,388              72,603
                                             ----------------  -----------------
                                                 7,977,608           7,636,002
                                             ----------------  -----------------
TOTAL ASSETS                                  $111,842,978        $107,406,625
                                             ================  =================

NOTES PAYABLE
  Line of credit                              $  1,500,000        $  1,500,000
  Construction loans                             3,349,702                   -
  Mortgage loans                                91,215,230          91,711,187
                                             ----------------  -----------------
                                                96,064,932          93,211,187

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
  Accrued interest                                 643,145             631,863
  Accrued property taxes                           770,269             467,863
  Deferred revenue                                 175,146             172,100
  Other                                          1,326,916           1,262,961
                                             ----------------  -----------------
                                                 2,915,476           2,534,787

STOCKHOLDERS? EQUITY
  Common stock, at $1 stated value               2,666,966           2,601,300
  Capital surplus                                9,407,035           9,139,014
  Unamortized compensation                      (1,820,405)         (1,710,055)
  Cumulative undistributed net earnings          2,970,559           2,648,324
  Receivable from ESOP                            (361,585)         (1,017,932)
                                             ----------------  -----------------
                                                12,862,570          11,660,651
                                             ----------------  -----------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY     $111,842,978        $107,406,625
                                             ================  =================
</TABLE>
                 The accompanying notes are an integral part of
                       these consolidated balance sheets.



<PAGE>


Form 10-Q - Part I. Financial Information
Item 1-  Financial Statements
                  Merry Land Properties, Inc. and Subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                             Three months               Nine months
                                            ended Sept. 30,           ended Sept. 30,
                                      -------------------------   -------------------------
                                             2000          1999          2000          1999
                                      -----------   -----------   -----------   -----------
<S>                                   <C>           <C>           <C>           <C>
INCOME
Rental income                         $ 4,846,040   $ 3,157,572   $14,114,580   $ 7,227,919
Royalty income                            151,676       288,011       456,856     1,226,841
Interest income                            53,363        51,909       146,650       196,883
Management fees                            45,409       148,877       112,889       581,483
Development fees                          172,500       329,980       486,671     1,344,496
Long term gain (loss)                      59,091             -       112,396       (29,512)
Other income                               10,404       190,995        22,784       190,995
                                      -----------   -----------   -----------   -----------
                                        5,338,483     4,167,344    15,452,826    10,739,105
EXPENSES
Rental expense                          1,772,675     1,236,755     5,119,843     2,814,108
Interest expense                        1,776,303     1,259,105     5,326,222     2,943,433
Depreciation                              668,419       448,234     2,069,124     1,166,378
General and administrative expense        776,458       711,663     2,321,121     1,883,010
Amortization                               26,587        16,805        79,759        16,805
                                      -----------   -----------   -----------   -----------
                                        5,020,442     3,672,562    14,916,069     8,823,734
INCOME BEFORE TAXES
AND EXTRAORDINARY ITEM                    318,041       494,782       536,757     1,915,371
                                      -----------   -----------   -----------   -----------

Income taxes                              131,150       193,454       214,523       579,684
                                      -----------   -----------   -----------   -----------

INCOME BEFORE EXTRAORDINARY ITEM          186,891       301,328       322,234     1,335,687
                                      -----------   -----------   -----------   -----------
Extraordinary gain -
discount on repayment of
debt, net of income tax
provision of $441,746                           -              -            -       721,969
                                      -----------   -----------   -----------   -----------
NET INCOME                                186,891       301,328       322,234     2,057,656

Discount on redemption of
preferred stock                                 -             -             -     1,163,715
                                      -----------   -----------   -----------   -----------
NET INCOME - COMMON                   $   186,891   $   301,328    $  322,234   $ 3,221,371
                                      ===========   ===========   ===========   ===========

WEIGHTED AVERAGE COMMON SHARES
     Basic                              2,216,669     2,187,070     2,216,669     2,183,070
     Diluted                            2,334,114     2,252,814     2,316,271     2,254,340

EARNINGS PER COMMON SHARE
     Basic                            $       .08   $       .14   $       .15   $      1.48
                                      ===========   ===========   ===========   ===========
     Diluted                          $       .08   $       .13   $       .14   $      1.43
                                      ===========   ===========   ===========   ===========

</TABLE>
The accompanying notes are an integral part of these consolidated statements.


<PAGE>



Form 10-Q - Part I.  Financial Information
Item 1-  Financial Statements
                  Merry Land Properties, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Nine Months ended Sept. 30
                                                       ----------------------------
                                                               2000            1999
                                                       ------------   -------------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                              $   322,234     $ 2,057,657
Adjustments to reconcile net income to
   net cash provided by operating activities:
Gain on sale of real property                              (112,396)              -
Discount on repayment of debt, net of taxes                       -        (721,969)
Depreciation expense                                      2,069,124       1,166,378
Amortization expense                                         79,759          16,805
Decrease (increase) in mortgage escrow                      120,670      (1,342,970)
Amortization of compensation element
of restricted stock grants                                  223,336         100,036
Income tax expense                                          214,523         579,684
Increase in other payables                                   61,004         642,925
Decrease (increase) in other assets                         (63,785)         70,668
Decrease (increase) in other receivables                   (117,669)        192,298
Increase (decrease) in deferred revenue                       3,046         (97,065)
Increase in property taxes payable                          302,406         440,400
Increase in accrued interest expense                         11,282         164,396
Decrease in dividend payable                                      -         (81,111)
Other                                                       (24,893)       (210,000)
                                                       ------------   -------------
   Net cash provided by operating activities              3,088,641       2,978,132
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received on notes receivable                        91,924         751,724
Capitalized costs, improvements and replacements         (2,194,089)       (627,137)
Purchase of real property                                         -     (54,355,001)
Sale of real property                                       530,038               -
Decrease (increase) in investment in joint ventures        (584,500)          6,000
Expenditures for development                             (3,568,355)       (229,397)
Increase in development escrow                             (876,971)              -
Decrease (increase) in receivable from ESOP                 656,347        (676,840)
                                                       ------------   -------------
   Net cash provided by investing activities             (5,945,606)    (55,130,651)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (repayments of) mortgage loans               (495,957)     91,883,261
Proceeds from Line of Credit                                      -       1,500,000
Proceeds from construction loans                          3,349,702               -
Repayment of senior debt                                          -     (18,317,429)
Repayment of subordinated debt                                    -     (18,836,285)
Redemption of preferred stock                                     -      (3,836,285)
Increase in deferred loan costs                            (475,825)       (961,037)
                                                       ------------   -------------
   Net cash used in financing activities                  2,377,920      51,432,225

NET DECREASE IN CASH                                       (479,045)       (720,294)

CASH AT BEGINNING OF PERIOD                               3,067,372       3,995,365
                                                       ------------   -------------
CASH AT END OF PERIOD                                   $ 2,588,327     $ 3,275,071
                                                       ============   =============

Interest paid                                           $ 5,650,076     $ 2,585,704
Income taxes paid                                       $         -     $   168,074
</TABLE>
<PAGE>

                  Merry Land Properties, Inc. and Subsidiaries
                   Notes To Consolidated Financial Statements
1.   Organization

         Merry Land  Properties,  Inc.  was formed on  September  3, 1998,  as a
corporate subsidiary of Merry Land & Investment Company, Inc. in connection with
a  transaction  in which Merry Land & Investment  Company was merged into Equity
Residential  Properties  Trust on October 19,  1998.  On October 15,  1998,  the
common stock of Merry Land Properties was spun off to the common shareholders of
Merry  Land &  Investment  Company  on the  basis of one  share  of  Merry  Land
Properties stock for every twenty shares of Merry Land & Investment Company.

2.   Basis of Presentation

         The consolidated  financial statements for the nine month periods ended
September 30, 2000 and September 30, 1999,  reflect all adjustments  (consisting
of normal  recurring  adjustments)  which are,  in the  opinion  of  management,
necessary  for a fair  presentation  of the  financial  position  and  operating
results for the interim period.

3.   Investment in Joint Venture

         In March 2000,  Merry Land  entered  into a joint  venture  with a real
estate  investment  fund  to  purchase  Cypress  Cove  apartment  community  for
approximately  $18.8  million.  Seventy  percent  of the  cost was  funded  with
floating rate debt with the remaining  thirty percent in cash. Merry Land is not
obligated to repay the joint  venture's debt or to make any  additional  capital
contributions.  Under the terms of the joint  venture,  Merry  Land  holds a 10%
ownership  interest in the joint  venture and will provide  property  management
services to the apartment community for a 3.5% fee. Merry Land has accounted for
the joint  venture as an  investment  under the cost method of accounting in the
accompanying consolidated financial statements.

4.   Earnings Per Share and Share Information

         Basic  earnings  per  common  share  is  computed  on the  basis of the
weighted average number of shares  outstanding  during each period excluding the
unvested  shares  issued to employees  under Merry Land's  Management  Incentive
Plan.  Diluted  earnings per share is computed  giving effect to dilutive  stock
equivalents  resulting from  outstanding  options and restricted stock using the
treasury stock method.


<PAGE>


       A reconciliation of the average outstanding shares used in the two
calculations is as follows:
<TABLE>
<CAPTION>
                                      Three months ending         Nine months ending
                                   -------------------------   ------------------------
                                     Sept. 30,     Sept. 30,     Sept. 30,    Sept. 30,
                                       2000            1999         2000        1999
                                   -----------   -----------   -----------   ----------
<S>                                <C>           <C>           <C>           <C>
Weighted average shares
outstanding-basic                    2,216,669     2,187,070     2,216,669    2,183,070
Dilutive potential common shares       117,445        65,744        99,602       71,270
                                   -----------   -----------   -----------   ----------
Weighted average shares
outstanding-diluted                  2,334,114     2,252,814     2,316,271    2,254,340
</TABLE>

5.  Notes Receivable

     At September 30, 2000 and December 31, 1999, notes receivable  consisted of
the following:
<TABLE>
<CAPTION>
                                                     Note Balances at
                                         -----------------------------------------
                                           Original   September 30,   December 31,
 Note                    Rate      Due       Amount            2000           2000
 -----------------     ------   ------   ----------   -------------   ------------
<S>                    <C>      <C>      <C>          <C>             <C>
 Augusta  Partners     10.00%    10/99   $  695,000       $ 390,478      $ 470,957
 Brothersville         10.00%    09/02      327,600          28,767         38,195
 New Zion               7.00%    11/12       60,000          52,904         54,921
                                         ----------   -------------   ------------
                                         $1,082,600       $ 472,149      $ 564,073
</TABLE>
6.   Debt

        At  September  30, 2000 and December  31,  1999,  debt  consisted of the
following:

<TABLE>
<CAPTION>
Debt                                Maturity date   Interest rate   Sept. 30, 2000   Dec. 31, 1999
----                                -------------   -------------   --------------   -------------
<S>                                 <C>             <C>             <C>              <C>
Line of credit                           06/24/01   LIBOR + 1.25%      $ 1,500,000     $ 1,500,000
Construction/permanent loan              04/19/40           8.65%(1)     3,349,702               -
Mortgage loan-Huntington LLC             09/01/07           7.97%        5,048,217       5,074,767
Mortgage loan-Magnolia Villas LLC        09/01/07           7.97%        4,705,646       4,730,394
Mortgage loan-Summit Place LLC           09/01/07           7.97%        7,029,176       7,066,145
Mortgage loan-Woodcrest LLC              09/01/07           7.97%        6,309,279       6,342,461
Mortgage loan-Greentree LLC              07/01/09           7.73%        6,661,480       6,699,284
Mortgage loan-Marsh Cove LLC             07/01/09           7.73%        8,090,143       8,136,056
Mortgage loan-Quarterdeck LLC            07/01/09           7.73%        9,878,700       9,934,763
Mortgage loan-Waters Edge LLC            07/01/09           7.73%        7,136,379       7,176,879
Mortgage loan-West Wind LLC              07/01/09           7.73%        9,121,240       9,173,004
Mortgage loan-Hammocks LLC               09/01/11           7.99%       18,655,464      18,753,048
Mortgage loan-Windsor Place LLC          09/01/11           7.99%        8,579,506       8,624,386
                                                                     -------------   -------------
   Total                                                              $96,064,932      $93,211,187
</TABLE>

        (1) Represents 8.375% during construction, 8.15% permanent financing and
 .50% insurance premium.


<PAGE>


7.   Income Taxes

    Merry Land is a taxable "C"  corporation.  The  components of the income tax
provision for the nine months ended September 30, 2000 are as follows:
<TABLE>
<CAPTION>
<S>                               <C>
Current federal tax                     $    -
Current state tax                            -
Deferred federal tax                   180,615
Deferred state tax                      33,908
                                  ------------
                                      $214,523
</TABLE>

         The reconciliation of income tax computed at the U.S. federal statutory
rate to income tax expense for the nine months  ended  September  30, 2000 is as
follows:

<TABLE>
<CAPTION>
                                                     % of pretax
                                            Amount      income
                                        ----------   -----------
<S>                                     <C>          <C>
Income tax expense at statutory rate      $182,497       34.0%
Increases in taxes resulting from:
   State and local income taxes,
   net of federal income tax benefit        21,255        4.0%
   Other                                    10,771        2.0%
                                        ----------   -----------
                                          $214,523       40.0%
</TABLE>



<PAGE>


8.  Segment Information

         The  Company  has  four  reportable  segments:  Apartment  Communities,
Commercial Properties, Land and Third Party Services. The accounting policies of
the  segments  are the same as those  described  in the  summary of  significant
accounting policies.

<TABLE>
<CAPTION>
Three months ending                                                                         Third Party
Sept. 30, 2000                      Apartments   Commercial           Land      Services      Corporate   Consolidated
                                   -----------   -----------   -----------   -----------   ------------   ------------
<S>                                <C>           <C>           <C>           <C>           <C>            <C>
Real estate rental revenue         $ 4,784,026    $   55,114   $     6,900    $        -    $         -   $  4,846,040
Real estate expense                  1,687,434        57,094        28,147             -              -      1,772,675
Depreciation and amortization          566,157        50,721         1,406             -         76,722        695,006
                                   -----------   -----------   -----------   -----------   ------------   ------------
Income from real estate              2,530,435       (52,701)      (22,653)            -        (76,722)     2,378,359
Other income                                 -             -       151,676       217,909        122,858        492,443
                                   -----------   -----------   -----------   -----------   ------------   ------------
Segment income                       2,530,435       (52,701)      129,023       217,909         46,136      2,870,802
Interest expense                             -             -             -             -      1,776,303      1,776,303
General and administrative                   -             -             -       120,928        655,530        776,458
                                   -----------   -----------   -----------   -----------   ------------   ------------
Income before taxes and
extraordinary item                   2,530,435       (52,701)      129,023        96,981     (2,385,697)       318,041
                                   -----------   -----------   -----------   -----------   ------------   ------------
Income tax                                   -             -             -             -        131,150        131,150
Income before extraordinary item     2,530,435       (52,701)      129,023        96,981     (2,516,847)       186,891
                                   -----------   -----------   -----------   -----------   ------------   ------------
Extraordinary item                           -             -             -             -              -              -
Net income                         $ 2,530,435    $  (52,701)  $   129,023    $   96,981   $ (2,516,847)  $    186,891
                                   ===========   ===========   ===========   ===========   ============   ============
Capital investments                $   744,783    $        -   $ 1,834,241    $        -   $      9,565   $  2,588,589
Total real estate assets           $84,375,811    $1,906,121   $12,087,859    $        -   $    379,309   $ 98,749,100


Three months ending                                                                         Third Party
Sept. 30, 1999                      Apartments    Commercial          Land      Services      Corporate   Consolidated
                                  ------------   -----------   -----------   -----------   ------------   ------------
Real estate rental revenue         $ 3,076,679    $   66,867   $    14,026    $        -   $          -   $  3,157,572
Real estate expense                  1,151,212        63,980        21,563             -              -      1,236,755
Depreciation and amortization          370,641         6,102         1,405             -         86,891        465,039
                                  ------------   -----------   -----------   -----------   ------------   ------------
Income from real estate              1,554,826        (3,215)       (8,942)            -        (86,891)     1,455,778
Other income                                 -             -       479,006       478,857         51,909      1,009,772
                                  ------------   -----------   -----------   -----------   ------------   ------------
Segment income                       1,554,826        (3,215)      470,064       478,857        (34,982)     2,465,550
Interest expense                             -             -             -             -     (1,259,105)    (1,259,105)
General and administrative                   -             -             -      (223,668)      (487,995)      (711,663)
                                  ------------   -----------   -----------   -----------   ------------   ------------
Income before taxes and
extraordinary item                   1,554,826        (3,215)      470,064       255,189     (1,782,082)       494,782
                                  ------------   -----------   -----------   -----------   ------------   ------------
Income tax                                   -             -             -             -       (193,454)      (193,454)
Income before extraordinary item     1,554,826        (3,215)      470,064       255,189     (1,975,536)       301,328
                                  ------------   -----------   -----------   -----------   ------------   ------------
Extraordinary item                           -             -             -             -              -              -
Net income                         $ 1,554,826    $   (3,215)   $  470,064    $  255,189   $ (1,975,536)  $    301,328
                                  ============   ===========   ===========   ===========   ============   ============
Capital investments                $   110,224    $        -    $  102,604    $        -   $   (174,466)  $     38,362
Total real estate assets           $83,995,185    $2,300,911    $8,362,499    $        -   $    590,972   $ 95,249,567
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
Nine months ending                                                                          Third Party
Sept. 30, 2000                      Apartments    Commercial          Land      Services      Corporate   Consolidated
                                  ------------   -----------   -----------   -----------   ------------   ------------
<S>                               <C>            <C>           <C>           <C>           <C>            <C>
Real estate rental revenue         $13,902,292    $  182,203   $    30,085    $        -    $         -    $14,114,580
Real estate expense                  4,880,198       172,232        67,413             -              -      5,119,843
Depreciation and amortization        1,745,527       152,164         4,217             -        246,976      2,148,884
                                  ------------   -----------   -----------   -----------   ------------   ------------
Income from real estate              7,276,567      (142,193)      (41,545)            -      (246,976)      6,845,853
Other income                                 -             -       456,856       599,560       281,831       1,338,247
                                  ------------   -----------   -----------   -----------   ------------   ------------
Segment income                       7,276,567      (142,193)      415,311       599,560         34,855      8,184,100
Interest expense                             -             -             -             -      5,326,222      5,326,222
General and administrative                   -             -             -       667,212      1,653,909      2,321,121
                                  ------------   -----------   -----------   -----------   ------------   ------------
Income before taxes and
extraordinary item                   7,276,567      (142,193)      415,311       (67,652)    (6,945,276)       536,757
                                  ------------   -----------   -----------   -----------   ------------   ------------
Income tax                                   -             -             -             -        214,523        214,523
Income before extraordinary item     7,276,567      (142,193)      415,311       (67,652)    (7,159,799)       322,234
                                  ------------   -----------   -----------   -----------   ------------   ------------
Extraordinary item                           -             -             -             -              -              -
Net income                        $  7,276,567   $  (142,193)  $   415,311    $  (67,652)   $(7,159,799)   $   322,234
                                  ============   ===========   ===========   ===========   ============   ============
Capital investments               $  2,175,765   $         -   $ 3,395,748    $        -    $    18,324    $ 5,589,837
Total real estate assets          $ 84,375,811   $ 1,906,121   $12,087,859    $        -    $   379,309    $98,749,100


Nine months ending                                                                          Third Party
Sept. 30, 1999                      Apartments    Commercial          Land      Services      Corporate   Consolidated
                                  ------------   -----------   -----------   -----------   ------------   ------------
Real estate rental revenue        $  7,015,650   $   151,834    $   60,435    $        -    $         -    $ 7,227,919
Real estate expense                  2,548,549       190,743        74,816             -              -      2,814,108
Depreciation and amortization          923,542        24,206         2,811             -        232,624      1,183,183
                                  ------------   -----------    ----------   -----------   ------------   ------------
Income from real estate              3,543,559       (63,115)      (17,192)            -       (232,624)     3,230,628
Other income                                 -             -     1,417,836     1,925,979        167,371      3,511,186
                                  ------------   -----------    ----------   -----------   ------------   ------------
Segment income                       3,543,559       (63,115)    1,400,644     1,925,979        (65,253)     6,741,814
Interest expense                             -             -             -             -     (2,943,433)    (2,943,433)
General and administrative                   -             -             -      (689,789)    (1,193,221)    (1,883,010)
                                  ------------   -----------    ----------   -----------   ------------   ------------
Income before taxes and
extraordinary item                   3,543,559       (63,115)    1,400,644     1,236,190     (4,201,907)     1,915,371
                                  ------------   -----------    ----------   -----------   ------------   ------------
Income tax                                   -             -             -             -       (579,684)      (579,684)
Income before extraordinary item     3,543,559       (63,115)    1,400,644     1,236,190     (4,781,591)     1,335,687
                                  ------------   -----------    ----------   -----------   ------------   ------------
Extraordinary item                           -             -             -             -        721,969        721,969

Net income                        $  3,543,559   $   (63,115)   $1,400,644   $ 1,236,190    $(4,059,622)   $ 2,057,656
                                  ============   ===========    ==========   ===========   ============   ============
Capital investments               $    377,950   $         -    $  311,442   $         -    $    67,721    $   757,113
Total real estate assets          $ 83,995,185   $ 2,300,911    $8,362,499   $         -    $   590,972    $95,249,567
</TABLE>

<PAGE>


Form 10-Q - Part I.  Financial Information
Item 2.
                           Merry Land Properties, Inc.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Recent Events

        On October 17, 2000, both Merry Land Properties, Inc. and Merry Land
Capital Trust filed a request for withdrawal of the registration of a proposed
rights offering of trust preferred securities of Merry Land Capital Trust. The
company has elected not to proceed with the stock rights offering due to
unfavorable market conditions. No offers or sales of securities were made
pursuant to the registration statement.

         In October 2000, we sold two small tracts of commercial land located in
Florida for $875 thousand and recorded a long-term gain of $366 thousand.

Results of Operations for the Nine Months Ended September 30, 2000 and 1999

         Rental  Operations - All Apartments.  At September 30, 2000, Merry Land
owned eleven apartment communities, as described in the following table:

<TABLE>
<CAPTION>
                                  Nine Months ended September 30
                             ----------------------------------------
                                    Average              Average
                                 Occupancy (1)        Rental Rate (2)
                             ---------------------   ----------------
Community                    Units    2000    1999     2000     1999
------------------------     -----   -----   -----   ------   ------
<S>                          <C>     <C>     <C>     <C>      <C>
Woodcrest (3)                  248   96.3%   96.4%     $523     $509
                             -----   -----   -----   ------   ------
   Total Augusta               248   96.3    96.4       523      509

Quarterdeck                    230   98.6    99.6       736      675
Summit Place (3)               226   96.9    96.5       560      528
Waters Edge                    200   97.9    97.9       659      609
Windsor Place (3)              224   97.7    98.2       640      598
                             -----   -----   -----   ------   ------
   Total Charleston            880   97.8    98.5       649      603

Greentree                      194   96.0    97.1       639      612
Hammocks at Long Point (3)     308   95.8    95.0       855      836
Huntington (3)                 147   95.7    97.6       654      638
Magnolia Villas (3)            144   96.4    96.9       674      639
Marsh Cove                     188   96.7    97.6       722      692
West Wind                      192   95.5    95.9       744      720
                             -----   -----   -----    -----   ------
   Total Savannah            1,173   96.0    96.9       732      708

Total                        2,301   96.7%   97.5%     $678     $646
</TABLE>

(1)   Represents the average physical occupancy at each month end for the
      period held.
(2)   Represents weighted average monthly rent charged for occupied owned
      units and rents asked for unoccupied owned units at September 30.
(3)   Acquired on August 24, 1999.



<PAGE>


         The following  table  describes the operating  performance of all Merry
Land's  apartment  communities  (dollars in thousands,  except  average  monthly
rent):

<TABLE>
<CAPTION>
                                                 Nine Months ended September 30,
                             %     Change from   -------------------------------
                          Change   1999 to 2000       2000                  1999
                          ------   ------------  ---------             ---------
<S>                       <C>      <C>           <C>                   <C>
Rental income              98.1%     $  6,886     $ 13,902              $  7,016
Total expenses (1)         90.8%        3,153        6,625                 3,472
                          ------   ------------  ---------             ---------
Operating income          105.3%     $  3,733     $  7,277              $  3,544

Average occupancy (2)         -         (0.8%)       96.7%                 97.5%
Average monthly rent (3)    4.9%     $     32     $    678              $    646
Expense ratio (4)             -         (1.2%)       35.1%                 36.3%
</TABLE>

(1)   Represents operating, real estate taxes, insurance and depreciation
      expenses.
(2)   Represents the average physical occupancy at each month end for the period
      held.
(3)   Represents  weighted  average  monthly rent charged for occupied  units
      and rents asked for unoccupied units at September 30.
(4)   Represents total operating expenses (excluding depreciation and
      amortization) divided by rental revenues.

         Merry Land's  purchase of six of its eleven  apartment  communities  in
August  1999,  accounted  for $3.6  million of the  increase  in  apartment  net
operating income.  These communities  contributed $7.6 million in rental income,
offset by $2.6  million in operating  expenses and $.9 million in  depreciation,
netting $4.1 million of operating  income  before debt service  during the first
nine months of 2000.

         The  average  rent  rates for all  communities  at the end of the third
quarter of 2000  increased  4.9% from the end of the third quarter of 1999.  The
decrease in occupancy during the first nine month period of 2000 resulted from a
decline in average  occupancy in both the Savannah and  Charleston  communities.
Occupancy in Charleston and Savannah had improved to an overall average of 97.4%
at September 30, 2000.

         Rental  Operations-Same Store Apartments.  The following table compares
the  performance  of the 1,004  units  which  Merry Land held for the nine month
period of both 2000 and 1999  ("same  store"  results)  (dollars  in  thousands,
except average monthly rent; see footnotes above):





<PAGE>


<TABLE>
<CAPTION>
                                                        Nine months ended September 30,
                                   %      Change from   -------------------------------
                                Change   1999 to 2000         2000                 1999
                               -------   ------------   ----------           ----------
<S>                            <C>       <C>            <C>                  <C>
Rental income                     5.1%    $       301   $    6,253           $    5,952

Personnel                        (8.3)            (64)         713                  777
Utilities                         7.0              14          217                  203
Operating                         4.0               8          203                  195
Maintenance and grounds          32.5             126          514                  388
Taxes and insurance               6.1              34          601                  567
Depreciation and amortization     5.8              48          876                  828
                               -------   ------------   ----------           ----------
Total expenses                    5.6             166        3,124                2,958

Operating income                  4.5%     $      135   $    3,129            $   2,994

Average occupancy (2)               -           (0.7%)        97.0%                97.7%
Average monthly rent (3)          6.0%     $       40   $      701            $     661
Expense ratio (4)                   -            0.3%         36.0%                35.8%

</TABLE>

         For the nine months ended September 30, 2000,  rental income  increased
as a result of a 6.0% increase in average monthly rents offset by a 0.7% decline
in occupancy.  At September 30, 2000, the Savannah and  Charleston  communities'
occupancy had improved to 98.6% and 97.9%, respectively.

         The Charleston  market will see significant  additions to supply in the
remainder of 2000,  which may adversely  affect occupancy and rent rates in that
city. We believe that physical  occupancy  should  remain  satisfactory  despite
these  deliveries  of new units if  general  economic  activity,  job growth and
household  formation  remain  strong.  Savannah  is  experiencing  more  limited
additions to supply.

         Total operating  expenses  excluding  depreciation for the year were up
$119  thousand,  or 5.6%.  On site  expenses,  including  personnel,  operating,
utilities, and maintenance expenses were up 5.4% primarily as a result of higher
turnover costs and repairs.

         Rental  Operations-Commercial.  On September  30,  2000,  we owned four
commercial  properties in the Augusta area  containing a total of 140,240 square
feet, including the office building where Merry Land's headquarters are located.
Occupancy for the four commercial  properties was approximately 60% at September
30, 2000.

         For the nine months ended  September 30, 2000,  the net operating  loss
was $310 thousand  compared to a $279  thousand loss for 1999.  The $49 thousand
increase  in net  income  before  depreciation  was  offset by the $80  thousand
increase in depreciation expense.


<PAGE>


         Land. Merry Land owns approximately  4,800 acres of unimproved land, of
which 3,144  acres are subject to clay and sand mining  leases and 180 acres are
zoned for apartment or commercial  uses. Land income  decreased to $487 thousand
in the first nine months of 2000 from $1.3 million in 1999 due to the expiration
of one of the clay royalty agreements during May 1999. (Dollars in thousands for
the following table.)

<TABLE>
<CAPTION>
                                           Nine months ended September 30,
                     %       Change from   -------------------------------
                   Change   1999 to 2000        2000                  1999
                   ------   ------------   ---------             ---------
<S>                <C>      <C>            <C>                   <C>
Rents               (50%)   $      (30)    $      30             $      60
Royalty:
  Sand              (23%)          (29)           98                   127
  Clay              (67%)         (741)          359                 1,100
                   ------   ------------   ---------             ---------
    Total Royalty   (63%)         (770)          457                 1,227
                   ------   ------------   ---------             ---------
Total Land          (62%)    $    (800)    $     487             $   1,287
</TABLE>


        Property  Management  and  Development  Fees.  Property  management fee
income  fell 81% to $113  thousand  in the first  nine  months of 2000 from $582
thousand in 1999.  Development  fee income fell 64% to $487  thousand  from $1.3
million.  These  declines  are  due to the  substantial  completion  of  several
agreements  with Equity  Residential  Properties  Trust,  under which Merry Land
provided  property   management  and  consulting   services  for  twelve  Equity
Residential apartment  communities.  In the remainder of 2000 and in 2001, Merry
Land  expects to collect  another  $711  thousand  under the Equity  Residential
development agreements.

         Third  party   management   fees  other  than  those  from  the  Equity
Residential Communities increased from $20 thousand for the first nine months of
1999 to $113  thousand for the same period in 2000.  This $93 thousand  increase
was primarily due to the additional  fees generated from  management  agreements
for both the  Cypress  Cove joint  venture  and Godley  Station,  a third  party
development located in Savannah.

         Long Term Gain.  During the third quarter 2000, the sale of 12 acres of
land  located  in the  Augusta  area  resulted  in a net  long-term  gain of $60
thousand.

         Joint Venture Income. Merry Land earned $23 thousand in income from its
investment in Cypress Cove community  joint venture for the first nine months of
2000, in addition to the management fees.


<PAGE>
         Interest  Expense.  Interest expense totaled $5.3 million for the first
nine  months of 2000  compared  to $2.9  million  in 1999 as a result of greater
borrowings outstanding.  Interest capitalized related to development in progress
was $347 thousand during the first nine months 2000.

<TABLE>
<CAPTION>
                                             Nine months ended September 30,
                              Change from    -------------------------------
                              1999 to 2000         2000                 1999
                              ------------   ----------           ----------
<S>                           <C>            <C>                  <C>
Line of credit                 $        80   $       87            $       7
Construction loans                      87           87                    -
Mortgage loans                       4,185        5,499                1,314
Senior debt                           (655)           -                  655
Subordinated debt                     (886)           -                  886
Preferred stock                        (81)           -                   81
                              -------------  ----------           ----------
Total interest expense               2,730        5,673                2,943
Capitalized for development           (347)        (347)                   -
                              -------------  ----------           ----------
Net interest                    $    2,383   $    5,326            $   2,943
</TABLE>

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  $438  thousand  or 23% to $2.3  million  for the first nine
months in 2000 from $1.9  million for the same period in 1999.  The increase was
due to higher employee costs, the fees related to the company's  proposed rights
offering, and increased acquisition costs.

         Income Before Taxes and  Extraordinary  Items.  Income before taxes and
extraordinary  items  decreased  72%, to $537 thousand for the nine months ended
September  30,  2000 from $1.9  million  for the same  period in 1999.  The $971
thousand   increase  in  2000  net  operating   income  after  interest  expense
contributed by the six  communities  acquired in August 1999 as compared to 1999
was more than offset by the decreases in property management and development fee
income, and in clay royalty income.

         Income  Taxes.  Income  tax  expense  for the nine month  period  ended
September 30, 2000,  totaled $215 thousand,  which consisted of $334 thousand in
current  income tax benefit and $549  thousand in deferred  income tax  expense.
Income tax expense for 1999 totaled $580 thousand and consisted of $672 thousand
in current  income  tax  benefit  and $1,252  thousand  in  deferred  income tax
expense.

        Projects Under Development. Merry Land owns a 22 acre tract adjacent to
its Quarterdeck Apartments in Charleston on which we began construction in April
2000 of Merritt at James Island, a 230 unit apartment community. The $17.3
million projected cost is being funded with non-recourse financing. The first
units are expected to be available for rental in 2001.

         In October 2000, we completed the renovation of a historic  building in
downtown  Charleston into seven  condominium units and these units are presently
available for sale to the public. Our total cost on the project is $1.6 million.

         In the fourth  quarter of this  year,  Merry Land  expects to begin the
construction of Merritt at Whitemarsh, a 241 unit luxury apartment community, on
19 of the 26  acres  owned  next to our  Hammocks  at Long  Point  Community  in
Savannah. The $19 million projected cost will be funded with recourse financing.

         We are  pursuing  the  development  of a 35 acre tract  adjacent to our
Waters Edge community that lies along the Ashley River in the  Summerville  area
of  Charleston   for  up  to  nine  single  family  lots.  We  expect  to  spend
approximately  $968 thousand on road and infrastructure and then begin marketing
the lots.

<PAGE>
         Funds From  Operations.  For the nine month period ended  September 30,
2000,  funds from operations were $2.3 million  compared to $2.5 million for the
same period in 1999.  The following is a  reconciliation  of net income to funds
from operations (data in thousands):

<TABLE>
<CAPTION>
                                                 Nine months ended September 30,
                                                 -------------------------------
                                                       2000                 1999
                                                  ---------            ---------
<S>                                               <C>                  <C>

Net income                                        $     324            $  3,221
Add depreciation of real estate owned                 1,902                 951
Add long term capital loss (gain), net of tax           (70)                 30
Add tax benefit resulting from permanent
difference in book and tax basis                        157                 155
Less extraordinary gain                                   -                (722)
Less discount on redemption of preferred stock            -              (1,167)
                                                  ---------           ----------
Funds from operations available to common shares  $   2,313           $   2,471
                                                  =========           ==========
Weighted average common shares outstanding
   Basic                                              2,217               2,183
   Diluted                                            2,316               2,254
</TABLE>


         Even though the first nine month's FFO was $158 thousand less than that
of last year,  recurring FFO is at a higher level  compared to 1999. FFO in 1999
included $1.3 million in  development  income from Merry Land's  agreement  with
Equity Residential to complete our predecessor  company's  development  pipeline
and  $319  thousand  in  management  fee  income  from  the  six  joint  venture
communities  which were  acquired in August  1999.  In  addition,  clay  royalty
payments  decreased  $741  thousand  as one of the royalty  agreements  expired.
However,  as a result of the six 1999  apartment  acquisitions,  the first  nine
months 2000  apartment  operating  income  before  depreciation  increased  $4.4
million and $1.7 million net of the incremental mortgage interest expense.

         The  company  believes  that funds  from  operations  are an  important
measure of its  operating  performance.  Funds from  operations do not represent
cash  flows  from  operations  as  defined  by  generally  accepted   accounting
principles,  GAAP, and should not be considered as an alternative to net income,
or as an indicator of the company's  operating  performance,  or as a measure of
the company's liquidity. The company defines funds from operations as net income
computed in accordance with GAAP, excluding non-recurring items and net realized
gains (losses), plus depreciation of operating real estate.

<PAGE>

         Financial  Structure.  Merry  Land  uses  debt to  finance  most of its
acquisitions and development  activities and, as a result, is a highly leveraged
company.  At September 30, 2000, total debt equaled 88% of total  capitalization
at cost and 87% of total  capitalization with equity valued at market (2,666,966
shares  outstanding at the September 30, 2000 closing price of $5.44 per share).
At that date,  Merry  Land's  financial  structure  was as follows  (dollars  in
thousands):

<TABLE>
<CAPTION>
                         Equity at                     Equity at
                              Book         % of           Market         % of
                             Value        Total            Value        Total
                        ------------   ----------   -------------    -----------
<S>                     <C>            <C>          <C>              <C>
 Line of credit         $    1,500            1%     $     1,500             1%
 Construction loan           3,350            3%           3,350             3%
 Mortgage loans             91,215           84%          91,215            83%
                        ------------   ----------   --------------   -----------
 Total debt                 96,065           88%          96,005            87%
 Common stock               12,863           12%          14,508            13%
                        ------------   ----------   --------------   -----------
 Total capitalization   $  108,928          100%     $   110,573           100%
</TABLE>


        Liquidity.  We expect to meet our short-term liquidity requirements with
working capital, cash provided by operating activities, construction loans and a
line of credit which we have  established  with a commercial  bank.  Our primary
short-term  liquidity  needs include but are not limited to operating  expenses,
capital  improvements,  the  development  of both the Merritt at Whitemarsh  and
Merritt at James Island communities.

        We expect to meet our long-term liquidity requirements from a variety of
sources  including  operating  cash flow,  additional  mortgage  loans and other
borrowings,  and the issuance and sale of debt and equity  securities  in public
and private  markets.  Our  long-term  liquidity  needs  include the maturity of
mortgage debt and the financing of acquisitions and development.

        Cash Flows. Cash and cash equivalents  totaled $2.6 million on September
30, 2000, a decrease of $479  million from  December 31, 1999.  The $3.1 million
net cash provided from operating activities was offset primarily by $2.2 million
for  capital  improvements  on the  residential  communities,  $585  thousand to
acquire  the  ownership  interest in the Cypress  Cove joint  venture,  and $604
thousand  to renovate  the  Calhoun  Street  condominiums.  The $2.5  million in
development  and  escrow  costs on the James  Island  apartment  community  were
financed by the construction loan. In addition,  the $656 thousand received from
the  repayment  of  receivable  due from  ESOP was  offset by $476  thousand  in
deferred loan costs incurred during the construction loan closing.

         Inflation.  Substantially  all of Merry Land's  leases are for terms of
one year or less,  which should  enable us to replace  existing  leases with new
leases at higher  rental rates in times of rising  prices.  We believe that this
would offset the effect of cost increases stemming from inflation.

         Forward Looking  Statements.  This filing includes  statements that are
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the  Securities  Exchange  Act of 1934  regarding
expectations   with  respect  to  market   conditions,   development   projects,
acquisitions,  occupancy rates, capital requirements,  sources of funds, expense
levels,  operating  performance,   and  other  matters.  These  assumptions  and
statements  are subject to various  factors,  unknown  risks and  uncertainties,
including  general economic  conditions,  local market factors,  delays and cost
overruns in  construction,  completion and rent up of  development  communities,
performance of consultants or other third parties,  environmental  concerns, and
interest  rates,  any of which  may cause  actual  results  to  differ  from the
company's current expectations.


<PAGE>


Form 10-Q - Part I. Financial Information
Item 3.

                           Merry Land Properties, Inc.
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There have been no significant  changes to Merry Land's reported market
risk since December 31, 1999.



<PAGE>


Form 10-Q - Merry Land Properties, Inc.
PART II. OTHER INFORMATION

Item 1. Legal Proceedings

         None

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults Upon Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

         None


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

         a.       Exhibits:
                  ---------
                  (3.i)  Articles  of  Incorporation,  as amended by Articles of
                  Amendment to Articles of  Incorporation re Series A Redeemable
                  Cumulative  Preferred Stock (incorporated  herein by reference
                  to Exhibit 3(i) to the  company's  Annual  Report on Form 10-K
                  filed March 31, 1999, file number 000-29778).

                  (3.ii) By-laws, as amended on January 28, 1999,  (incorporated
                  herein  by  reference  to  Exhibit  3(ii)  of  Item  14 to the
                  company's  Annual  Report  on Form  10-K  for the  year  ended
                  December 31, 1999).

                  27)    Financial Data Schedules

         b.       Reports on Form 8-K. The registrant  filed no reports on Form
                  8-K during the second quarter of 2000.




<PAGE>


Form 10-Q - Merry Land Properties, Inc.
SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                                 MERRY LAND PROPERTIES, INC.



                                                 /s/ Dorrie E. Green
                                                 Dorrie E. Green
                                                 Vice President and
                                                 Chief Financial Officer

_________________, 2000