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

                                 MARCH 31, 1999
                       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  April  30,  1999  was
2,595,300.











<PAGE>

FORM 10-Q - MERRY LAND PROPERTIES, INC.
INDEX


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
        Balance sheets - March 31, 1999 and December 31, 1998
        Statements of income - Three months ended March 31, 1999 and 1998
        Statements of cash flows - Three months ended March 31, 1999 and 1998
        Notes to condensed financial statements
Item 2. Management's  Discussion  and  Analysis  of Financial Condition and
        Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk


PART II. OTHER INFORMATION

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


SIGNATURES



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

<TABLE>
<CAPTION>

                                                                      Unaudited
                                                                 March 31, 1999           Dec. 31, 1998
                                                                 --------------           -------------
     <S>                                                                <C>                     <C>
ASSETS
  Real estate assets, at cost:
    Land held for mining, development, and sale                     $ 5,784,497            $  7,255,130
    Apartments                                                       40,825,584              40,765,214
    Commercial rental property                                        2,622,024               2,622,024
    Furniture and equipment                                           1,845,532               1,836,144
    Development in progress                                           1,516,612                       -
                                                                   ------------            ------------
        Total cost                                                   52,594,249              52,478,512
    Accumulated depreciation and depletion                         (11,855,274)            (11,496,904)
                                                                   ------------            ------------
                                                                     40,738,975              40,981,608

CASH AND CASH EQUIVALENTS                                             4,974,554               3,995,365

OTHER ASSETS
  Notes receivable                                                    1,290,258               1,342,246
  Other receivable                                                    1,352,793               1,434,512
  Deferred tax asset                                                  6,747,470               6,909,857
  Other                                                                 166,144                  79,620
                                                                    -----------             -----------
                                                                      9,556,665               9,766,235
                                                                    -----------             -----------
TOTAL ASSETS                                                        $55,270,194             $54,743,208
                                                                    ===========             ===========
NOTES PAYABLE
  Senior debt                                                       $18,317,429             $18,317,429
  Subordinated debt                                                  20,000,000              20,000,000
                                                                    -----------             -----------
                                                                     38,317,429              38,317,429
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
  Accrued interest                                                      400,000                 444,553
  Accrued income taxes                                                  111,529                 123,846
  Accrued property taxes                                                215,066                 309,936
  Accrued dividends payable                                             100,000                  81,111
  Deferred revenue                                                      902,559                 771,627
  Other                                                                 529,188                 477,967
                                                                      ---------               ---------
                                                                      2,258,342               2,209,040

PREFERRED STOCK                                                       5,000,000               5,000,000
STOCKHOLDERS' EQUITY
  Common stock, at $1 stated value                                    2,595,300               2,597,633
  Capital surplus                                                     9,113,514               9,121,985
  Unamortized compensation                                          (1,810,245)             (1,854,291)
  Cumulative undistributed net earnings (deficit)                     (204,146)               (648,588)
                                                                    -----------             -----------
                                                                      9,694,423               9,216,739
                                                                    -----------             -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $55,270,194             $54,743,208
                                                                    ===========             ===========
</TABLE>
       The accompanying notes are an integral part of these statements.



<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 ended March 31,
                                                             ----------------------------------
                                                                   1999                    1998
                                                             ----------               ---------           
                                                                                    (Accounting
                                                                                   Predecessor)
<S>                                                               <C>                    <C>
INCOME
Rental income                                                $2,008,304              $1,984,732
Royalty income                                                  412,783                 390,889
Interest income                                                  68,564                  28,362
Management fees                                                 200,762                       -
Development fees                                                585,750                       -
Long term loss                                                 (29,512)                       -
                                                             ----------              ----------
                                                              3,246,651               2,403,983
EXPENSES
Rental expense                                                  764,693                 755,948
Interest expense                                                841,029                       -
Depreciation                                                    358,368                 390,620
General and administrative expense                              518,401                  30,120
                                                            -----------              ----------
                                                              2,482,491               1,176,688
                                                            -----------              ----------

INCOME BEFORE TAXES                                             764,160               1,227,295

Income tax                                                      319,718                       -
                                                            -----------              ----------
NET INCOME                                                  $   444,442              $1,227,295
                                                            ===========              ==========
WEIGHTED AVERAGE COMMON SHARES
  Basic                                                       2,181,070               1,996,750
  Diluted                                                     2,245,683               2,001,750
EARNINGS PER COMMON SHARE
  Basic                                                     $       .20               $     .61
  Diluted                                                   $       .20               $     .61
</TABLE>















     The accompanying notes are an integral part of these 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>
                                                              Three months ended March 31,
                                                     -------------------------------------------
                                                            1999                            1998
                                                         -------                        --------
<S>                                                          <C>                            <C>      
                                                                                     (Accounting
CASH FLOWS FROM OPERATING ACTIVITIES:                                               Predecessor)
   Net income                                         $  444,442                     $ 1,227,295
 Adjustments to reconcile net income to
 Net cash provided by operating activities:
    Depreciation expense                                 358,368                         390,620 
    Deferred tax expense                                 162,387                               -
    Decrease in property taxes payable                  (94,870)                        (69,892)
    Decrease in income taxes payable                    (12,317)                               -
    Increase in deferred revenue                         130,932                         110,232
    Decrease in accrued interest                        (44,553)                               -
    Other                                                 32,379                         (6,277)
                                                       ---------                     -----------
      Net cash provided by operating activities          976,768                       1,651,978
                              
 CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments received on notes receivable                 51,988                          15,177
    Investment in real estate assets                   (115,737)                       (365,506)
    Other                                                 66,170                               -
                                                       ---------                     -----------
      Net cash used in investing activities                2,421                       (350,329)

 CASH FLOWS FROM FINANCING ACTIVITIES:
    Contributions from Merry Land & Investment Co., Inc.       -                         365,506
    Distributions to Merry Land & Investment Co., Inc.         -                     (1,667,155)
                                                      ----------                     -----------  
      Net cash used in financing activities                    -                     (1,301,649)

 NET INCREASE IN CASH                                    979,189                               -

 CASH AT BEGINNING OF PERIOD                           3,995,365                               -
                                                     -----------                     -----------            
 CASH AT END OF PERIOD                               $ 4,974,554                      $        -
                                                     ===========                     ===========
      
 Interest paid                                       $   785,582                      $        - 
 Income taxes paid                                   $   169,648                      $        -
</TABLE>













       The accompanying notes are an integral part of these statements.



<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 financial  statements  for  periods  prior to the spin off include
only those assets and liabilities contributed by  Merry  Land  & Investment
Company. These financial statements have been prepared using  Merry  Land &
Investment Company's historical basis of the assets and liabilities and the
historical results of operations and have been prepared in accordance  with
the  rules  and  regulations  of  the  Securities  and  Exchange Commission
applicable for subsidiaries which have been spun off. These rules stipulate
that statements shall be prepared as if the entity had existed prior to the
existence  of  the  new company. Such statements are not those  of  a  real
entity, but describe  a hypothetical "accounting predecessor" to Merry Land
Properties.

     Management has estimated  common  and  corporate  level expenses which
would have been incurred on behalf of the accounting predecessor  by  Merry
Land & Investment Company and has allocated such expenses based on its best
estimate  of  the  time  and effort that would have been expended. Property
management costs have been estimated and allocated on a per unit basis. The
assets contributed to Merry  Land  Properties  by  Merry  Land & Investment
Company were not encumbered by mortgage debt at any time prior  to the spin
off and the financial statements for the accounting predecessor for periods
prior to the spin off do not include any debt or related interest expense.

     Merry  Land & Investment Company was qualified to be taxed as  a  real
estate investment  trust  and was not subject to federal income taxation on
distributed income. Accordingly, no provision for income tax is included in
the accompanying financial statements for periods prior to the spin off.

     Amounts shown for periods and dates prior to the spin off assume lower
levels  of general and administrative  expenses  than  have  actually  been
incurred  after  the  spin  off  and  exclude any debt, interest expense or
income taxes.  Accordingly, comparisons  of  periods subsequent to the spin
off with periods prior to the spin off may be difficult and misleading.

     The  consolidated financial statements for  the  three  month  periods
ended  March   31,  1999  and  March  31,  1998,  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.  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 the Company'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.

     For periods prior to the  spin  off,  earnings  per  share  have  been
computed giving  effect  to  the  distribution  ratio   of  one   share  of
Merry  Land Properties  for  every  twenty  common  shares of Merry Land  &
Investment Company. Accordingly, weighted average common shares outstanding
for the accounting  predecessor  have  been  assumed  to  be  1/20  of  the
shares outstanding of Merry Land & Investment Company for the periods prior
to the  spin   off.   For  the  periods   prior  to  the spin off, dilutive
earnings per share  are calculated giving effect  to  dilutive  options  of
Merry Land & Investment Company using the same ratio.

     A  reconciliation  of the average outstanding shares used in  the  two
calculations is as follows:

<TABLE>
<CAPTION>
                                                   March 31, 1999      March 31, 1998
                                                   --------------      --------------
<S>                                                          <C>                  <C>
Weighted average shares outstanding-basic               2,181,070           1,996,750
Dilutive potential common shares                           64,613               5,000
                                                        ---------           ---------
Weighted average shares outstanding-diluted             2,245,683           2,001,750
</TABLE>

4.  NOTES RECEIVABLE

    At  March 31, 1999 and December 31, 1998, notes receivable consisted of
the following:

<TABLE>
<CAPTION>
                                                                                     Note Balances at
                                                             Original          March 31,       December 31,
      Note                      Rate             Due           Amount               1999               1998
      ----                    ------           -----       ----------         ----------       ------------ 
<S>                            <C>              <C>             <C>                <C>               <C>
Augusta Partners              10.00%           10/99       $  695,000         $        0         $  573,566
Brothersville                  6.00%           11/12          675,000            599,044            636,512
Brothersville                 10.00%            9/02          327,600             58,464             74,717
New Zion                       7.00%           11/12           60,000             56,835             57,451
ESOP                    LIBOR + 2.5%            3/04          575,915            575,915                  -
                                                           ----------         ----------         ----------
                                                           $2,333,515         $1,290,258         $1,342,246
</TABLE>

    During February, the Company received $542,734 from Augusta Partners in
total satisfaction  of  its  note receivable, generating a loss of $29,512.
During the first quarter of 1999,  the Company loaned $575,915 to the Merry
Land Employee Stock Ownership Plan.  The  loan bears interest at LIBOR plus
250 basis points and matures on March 31, 2004.  The  loan  is  secured  by
127,771  shares  of  the Company's common stock which were purchased by the
ESOP.

5. DEBT

    At March 31, 1999, debt consisted of the following:
<TABLE>
<CAPTION>
Debt                                      Maturity date     Interest rate                  Balance
----                                      -------------     -------------                  -------  
<S>                                             <C>              <C>                        <C>
Senior debt  (a)                       October 15, 1999          (a)                   $18,317,429
Subordinated debt (b)                  October 15, 2013          (b)                    20,000,000
                                                                                       -----------
Total                                                                                  $38,317,429
</TABLE>

     (a)  Senior debt.  Borrowings of up to $25,000,000 are available under
the senior debt agreement, therefore, an additional $6,682,571 is available
for future draws. The Senior debt bears interest, payable quarterly, at the
Company's option  at  either  LIBOR plus 250 basis points or prime plus 200
basis points.  At March 31, 1999, the interest rate was 7.4%.

    (b) Subordinated debt.  The  Subordinated debt has a fifteen-year term,
maturing on October 15, 2013.  Interest is payable quarterly and accrues at
the following rates:

<TABLE>
<CAPTION>
<S>                         <C>                 <C>                 <C>
Until Oct. 15, 2003         8.00%     Oct. 16, 2008-Oct. 15, 2009   9.75%
Oct. 16, 2003-Oct. 15, 2004 8.25%     Oct. 16, 2009-Oct. 15, 2010  10.50%
Oct. 16, 2004-Oct. 15, 2005 8.50%     Oct. 16, 2010-Oct. 15, 2011  11.50%
Oct. 16, 2005-Oct. 15, 2006 8.75%     Oct. 16, 2011-Oct. 15, 2012  12.75%
Oct. 16, 2006-Oct. 15, 2007 9.00%     Oct. 16, 2012-Oct. 15, 2013  14.25%
Oct. 16, 2007-Oct. 15, 2008 9.25%
</TABLE>

     The  senior  debt  and  subordinated debt agreements contain covenants
restricting the amount of debt which can be incurred by the Company.

6. INCOME TAXES

    The Company is a taxable "C"  corporation.   It  is  assumed  that  the
accounting   predecessor   distributed   sufficient   taxable   income   to
shareholders  in  the  form  of  dividends  to qualify as a REIT, and so no
income taxes were provided for in periods prior to the spin off.

     The components of the income tax provision  for  the first
quarter of 1999 are as follows:

<TABLE>
<CAPTION>
<S>                                                              <C>
Current federal tax                                           $132,463
Current state tax                                               24,868
Deferred federal tax                                           136,720
Deferred state tax                                              25,667
                                                              --------
                                                              $319,718
</TABLE>

     The  reconciliation  of  income  tax  computed  at  the  U.S.  federal
statutory  rate  to income tax expense for the first quarter of 1999 is  as
follows:

<TABLE>
<CAPTION>
                                                                                         % of pretax
                                                                      $ Amount                Income
                                                                     ---------           -----------
<S>                                                                      <C>                    <C>
Income tax expense at statutory rate                                 $ 259,814                 34.0%
Increases (reductions) in taxes resulting from:
  State and local income taxes, net of federal income tax benefit       32,848                  4.3%
  Dividends not deductible                                              35,000                  4.5%
  Other                                                                (7,944)                (1.0)%
                                                                      --------           -----------
                                                                      $319,718                 41.8%
</TABLE>


7. 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>
                                                                          Third Party  
March 31, 1999               Apartments     Commercial        Land           Services     Corporate Consolidated
--------------               ----------     ----------        ----        -----------     --------- ------------
<S>                             <C>           <C>            <C>                  <C>           <C>       <C>  
Real estate rental revenue  $ 1,946,986     $  38,028     $  23,290          $     -       $      -  $ 2,008,304
Real estate expense             686,677        51,774        26,242                -              -      764,693
Depreciation and amortization   276,450         9,052             -                          72,866      358,368
                              ---------     ---------    ----------          ---------   ----------  -----------
Income from  real estate        983,859      (22,798)       (2,952)                -       (72,866)      885,243
Other income                          -             -       412,783            786,512       39,052    1,238,347
                              ---------     ---------    ----------          ---------   ----------  -----------
Segment income                  983,859      (22,798)       409,831            786,512     (33,814)    2,123,590
Interest expense                      -             -             -                  -    (841,029)    (841,029)
General and administrative            -             -             -          (120,892)    (397,509)    (518,401)
                              ---------     ---------    ----------          ----------  ----------  -----------
Income before taxes             983,859      (22,798)       409,831            665,620  (1,272,352)      764,160
                              =========     =========    ==========          ==========  ==========  ===========
Income tax                            -             -             -                  -    (319,718)    (319,718)
Net income                    $ 983,859    $ (22,798)    $  409,831           $665,620$ (1,592,070)  $   444,442
                              =========    ==========    ==========          ========== ===========  ===========
Capital investments           $  60,370    $       -     $   45,979           $       -  $    9,388  $   115,737
Total real estate assets    $30,448,228    $2,310,437    $7,271,584           $       -  $  708,726  $40,738,975

Accounting Predecessor
                                                                            Third Party
March 31, 1998               Apartments    Commercial         Land             Services   Corporate Consolidated
--------------               ----------    ----------         ----          -----------   --------- ------------     
Real estate rental revenue  $ 1,862,297    $  103,095   $   19,340             $      -   $       - $  1,984,732
Real estate expense             663,537        67,664       24,747                    -           -      755,948
Depreciation and amortization   297,005        93,615            -                    -           -      390,620
                            -----------    ----------   ----------          -----------   --------- ------------
Income from real estate         901,755      (58,184)      (5,407)                    -           -      838,164
Other income                          -             -      390,889                    -      28,362      419,251
                            -----------    ----------   ----------          -----------   --------- ------------
Segment income                  901,755      (58,814)      385,482                    -      28,362    1,257,415
Interest expense                      -             -            -                    -           -            -
Insurance expense                     -             -            -                    -           -            -
General and administrative            -             -            -                         (30,120)     (30,120)
                            -----------    ----------   ----------          -----------   --------- ------------
Income before taxes             901,755      (58,814)      385,482                    -     (1,758)    1,227,295
                            ===========    ==========   ==========          ===========   ========= ============
Income tax                            -             -            -                    -           -            -
Net income                  $   901,755    $ (58,184)   $  385,482          $         -    $(1,758)  $ 1,227,295
                            ===========    ==========   ==========          ===========   ========= ============    
Capital investments         $    90,006    $  154,475   $   74,962          $         -    $ 46,063  $   365,506
Total real estate assets    $31,240,878    $4,011,815   $6,466,323          $         -    $852,169  $42,571,185
</TABLE>



<PAGE>
 PART I

Item  2--Management's  Discussion  and  Analysis of Financial Condition and
         Results of Operations

     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.

     Merry  Land  has  operated  only since October 15, 1998.  Accordingly,
only the Consolidated Balance Sheets  for  December  31, 1998 and March 31,
1999 and the Consolidated Statement of Income for the  period  ended  March
31,  1999  are  financial  statements  prepared  for  a  real  company. The
Statement  of  Income  for  the  period  ended  March  31,  1998  is for an
"accounting predecessor" which has been constructed in accordance with  the
rules  of  the Securities and Exchange Commission as described in the Notes
to the Financial Statements.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

     RENTAL   OPERATIONS-APARTMENTS.    The  Company  owns  five  apartment
communities described in the following table:

<TABLE>
<CAPTION>
                                                            Three Months ended March 31,
                                          --------------------------------------------------------
                                                  Average                           Average
                                               Occupancy (1)                     Rental Rate (2)
                                          ----------------------              --------------------
Community             Units               1999              1998              1999            1998
---------             -----               ----              ----              ----            ----
<S>                    <C>                <C>                <C>               <C>             <C>
Quarterdeck            230                99.4%            100.0%             $643            $619
Waters Edge            200                97.7              95.7               585             567
                       ---                ----             -----              ----            ----
  Total Charleston     430                98.6              98.0               616             595

Greentree              194                97.1              92.1               602             593
Marsh Cove             188                95.2              96.6               680             660
West Wind              192                96.0              97.2               708             687
                       ---                ----             -----              ----            ----
  Total Savannah       574                96.1              95.3               663             646

Total                1,004                97.2%             96.4%             $643            $624
</TABLE>

        (1) Represents the average physical occupancy at each month end for
            the period held.
        (2) Represents weighted average monthly  rent  charged
            for  occupied  units  and  rents asked for unoccupied
            units at March 31.

      The  operating  performance  of the  Company's  apartment
communities is summarized in the following  table  (dollars  in
thousands, except average monthly rent):

<TABLE>
<CAPTION>
                                                                                    Three Months ended March 31,
                                      %             Change from                    -----------------------------
                                    Change          1998 to 1999                   1999                     1998
                                    ------          ------------                   ----                     ----
<S>                                  <C>                 <C>                        <C>                    <C>
Rental income                        4.5%               $84.7                   $1,947.0                $1,862.3

Personnel                           (1.0)                (2.5)                     247.2                   249.7
Utilities                           (1.2)                (0.8)                      66.4                    67.2
Operating                           (8.4)                (5.5)                      59.7                    65.2
Maintenance and grounds              3.1                  3.8                      125.3                   121.5
Taxes and insurance                 17.6                 28.1                      188.1                   160.0
Depreciation and amortization       (6.9)               (20.5)                     276.5                   297.0
                                    -----               ------                  --------                --------
Subtotal                             0.3                  2.6                      963.2                   960.6

Operating income                     9.1%               $82.1                   $  983.8                $  901.7

Average occupancy (1)                                     0.8%                      97.2%                   96.4%
Average monthly rent (2)             3.0%               $  19                   $    643                $    624
Expense ratio (3)                                        (0.3)%                     35.3%                   35.6%
</TABLE>

(1) Represents the average physical occupancy at each month end  for the period
    held.
(2) Represents weighted average monthly rent charged for occupied units and
    rents asked for unoccupied units at  March 31.
(3) Represents total operating expenses (excluding depreciation and
    amortization) divided by rental revenues.

     For the three month period ended March 31, 1999, rental income rose by
$84.7 thousand, or 4.5%, for the five apartment communities because of 3.0%
higher  rents  and 0.8% higher occupancy over the same period in 1998.   In
the aggregate, the  Charleston  and  Savannah rental markets were strong in
the  first  quarter  of 1999 and 1998 as  demand  for  apartments  exceeded
additions to supply.   The Company's apartments experienced 97.2% occupancy
in the first quarter of  1999  versus  96.4%  in the first quarter of 1998.
Average rent increased 3.0%, from $624 on March  31,  1998 to $643 on March
31,  1999. Charleston rents increased to $616, or 3.5% and  Savannah  rents
increased  to  $663, or 2.6%, during this period. The Company believes that
physical occupancy  should remain satisfactory despite substantial delivery
of  new  units if general  economic  activity,  job  growth  and  household
formation along the southeastern coast remain strong.

     Total  expenses  were  up $2.6 thousand, or 0.3%, for the three months
ended March 31, 1999, from the  same  period  in  1998.  This  increase was
primarily  due to an increase in taxes and insurance and higher maintenance
expenses. Taxes  and  insurance increased $28.1 thousand, or 17.6%, because
of projected increases  in  millage  rates  and  higher insurance premiums.
Maintenance and grounds expenses increased by $3.8 thousand, or 3.1% due to
increased  landscaping  costs.  These  increases were  somewhat  offset  by
decreases  in  operating  expenses  and  depreciation   and   amortization.
Operating  expenses  decreased  by  $5.5  thousand,  or  8.4%  due to lower
advertising  and  promotional  costs  and  savings  in  long distance phone
service.

      RENTAL  OPERATIONS-COMMERCIAL.   The  Company  owns  six   commercial
properties  in  the Augusta area containing a total of 169,915 square  feet
and including the  office  building  where  the  Company's headquarters are
located. Three buildings containing approximately  75,000  square  feet are
located  in the depressed downtown Augusta rental market and are in varying
stages of  physical  obsolescence.   Consequently,  occupancy  for  all six
commercial properties was 52.0% at March 31, 1999.  The performance of  the
six  commercial properties is summarized in the following table (dollars in
thousands):

<TABLE>
<CAPTION>
                                                                                     Three Months
                                   %               Change from                -------------------------
                                 Change            1998 To 1999                1999                1998
                                 ------            ------------                ----                ----
<S>                               <C>                  <C>                     <C>                  <C>
Rental income                    (63.1)%             $(65.1)                $  38.0             $ 103.1
Utilities                        (18.8)                (4.4)                   19.0                23.4
Operating                        (36.2)                (1.7)                    3.0                 4.7
Maintenance and grounds          (41.7)               (10.8)                   15.1                25.9
Taxes and insurance                7.3                  1.0                    14.7                13.7
Depreciation and amortization    (12.5)               (11.7)                   81.9                93.6
                                 ------               ------                -------             -------
Subtotal                         (17.1)               (27.6)                  133.7               161.3

Operating income                 (64.4)%             $(37.5)                $ (95.7)            $ (58.2)
</TABLE>

     In  the  three  months ended March 31, 1999, rental income
decreased  by  $65.1  thousand,   or   63.1%,   for  commercial
properties because of decreased occupancy.  Total expenses were
down  $27.6  thousand, or 17.1%, in the first quarter  of  1999
from the same period in 1998 primarily due to lower occupancy.

     LAND.  The  Company  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.  The operating performance  of  the  land  is
summarized in the following table (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                     Three Months
                                    %              Change from                 ------------------------
                                 Change            1998 to 1999                1999                1998
                                 ------            ------------                ----                ----
<S>                               <C>                 <C>                      <C>                 <C>
Clay royalties                    5.9%               $21.9                   $394.0              $372.1
Sand royalties                    0.0                    -                     18.8                18.8
Rental income                    20.7                  4.0                     23.3                19.3
                                -----                -----                   ------              ------
Subtotal                          6.3                 25.9                    436.1               410.2

Operating expenses              (45.0)                (5.4)                     6.6                12.0
Taxes and insurance              55.1                  7.0                     19.7                12.7
                                -----                -----                   ------              ------
Subtotal                          6.5                  1.6                     26.3                24.7

Operating income                  6.3%               $24.3                   $409.8              $385.5
</TABLE>

     Clay royalties  increased $21.9 thousand, or 5.9%, for the
three month period in  1999 compared to the same period in 1998
due primarily to an increase  in  royalties  per  ton.  Because
royalty  payments  under  one of the royalty agreements end  in
April 1999, royalties in future  periods  are  expected  to  be
significantly lower.

      MORTGAGE  INTEREST  INCOME.   Interest  income  from  mortgage  notes
receivable totaled $17.1 thousand in the three month period ended March 31,
1999,  down  from $28.4 thousand in the same period of 1998.  The  decrease
was due to the repayment of a mortgage note receivable in February, 1999.

     PROPERTY  MANAGEMENT  AND  DEVELOPMENT FEES.  In the three
months ended March 31, 1999 management  fee  income  was $200.8
thousand and development fee income was $585.8 thousand.  These
fees  were  earned  under  agreements  with  Equity Residential
whereby  the  Company  provides  either property management  or
development   consulting   services   for    twelve   apartment
communities.   At  March 31, 1999, approximately  $1.5  million
remains to be earned  under  the  development  agreement.   The
Company  has  no expectations of a continuing relationship with
Equity  Residential  that  would  produce  further  fees.   The
Company intends  to  seek other third party property management
and  development consulting  business,  but  there  can  be  no
assurance   that   fees  approaching  current  levels  will  be
achieved.

     OTHER INCOME. The Company recorded no income other than that described
above.  In  future periods,  the  Company  may engage in various activities 
which may produce other income, including the purchase and sale of real 
estate, land subdivision and lot sales, conversion of apartments to 
condominiums, the sale  or  lease of various interests in real property and 
other real estate activities.

     INTEREST EXPENSE. The assets contributed to the Company by
Merry Land & Investment Company were not encumbered by mortgage
debt at any time during 1998  prior to the spin off. Therefore,
the  financial  statements for the  accounting  predecessor  to
Merry Land Properties  for periods prior to the spin off assume
that there was no debt or related interest expense.  In October
1998 and in connection with  the spin off, the Company received
its  assets  subject to $18.3 million  of  senior  debt,  $20.0
million of subordinated  debt,  and  $5.0  million of preferred
stock.   Interest expense related to these obligations  totaled
$841.0 thousand  for  the three months ended March 31, 1999 and
included $100.0 thousand  of dividends accrued on the Company's
preferred stock. During this  period,  the  average rate on the
senior debt was 7.4% and the rate on the subordinated  debt and
preferred stock was 8.0%.

      GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and administrative
expenses totaled $518.4 thousand for the three months ended March 31, 1999.
For periods prior to October 15, 1998, management has estimated  common and
corporate  level expenses which might have been incurred on behalf  of  the
accounting predecessor  to Merry Land Properties by Merry Land & Investment
Company in accordance with  the rules and regulations of the Securities and
Exchange Commission applicable  for  subsidiaries which have been spun off.
Management has allocated such expenses  based  on  its  best estimate under
these guidelines of time and effort that would have been  expended  for the
benefit of the accounting predecessor.

      INCOME  BEFORE  TAXES.   Income before taxes decreased to
$0.76 million for the three months  ended  March  31, 1999 from
$1.2 million for the same period in 1998. As discussed  in Note
1  to  the  financial  statements,  general  and administrative
expenses  estimated  in  the statements were considerably  less
prior to the spin off than  after the spin off and there was no
interest expense assumed prior to the spin off.  This resulting
decrease in income before taxes  for  the first quarter of 1999
primarily  related  to  the higher general  and  administrative
expense  of $488.3 thousand  and  higher  interest  expense  of
$841.0 thousand.   These  increases  in  expenses were somewhat
offset by increases in mineral royalties and  fee  income  from
third party property management and development consulting.

      INCOME  TAXES.   As a REIT, the accounting predecessor to
Merry Land Properties  would  not  have  been subject to income
taxes. A net income tax expense in the first  quarter  of  1999
totaled  $319.7  thousand,  and consisted of $157.3 thousand in
current  income tax expense and  $162.4  thousand  in  deferred
income tax expense.

     FUNDS  FROM  OPERATIONS.  For the three month period ended
March 31, 1999, funds  from  operations  were  $809.2 thousand.
The following is a reconciliation of net income  to  funds from
operations. (data in thousands):


<TABLE>
<CAPTION>
<S>                                                                           <C>
 Net income available for common                                             $444.4
 Add depreciation of real estate owned                                        285.5
 Add long term capital loss                                                    29.5
 Add permanent deferred tax benefit                                            49.8
                                                                             ------
 Funds from operations available to common shares                            $809.2
                                                                             ======
 Weighted average common shares outstanding--
          Basic                                                             2,181.1
          Diluted                                                           2,245.7
</TABLE>

      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  costs  and  net  realized gains, plus depreciation  of  real
property  and the tax benefit related  to  the  step-up  in  basis  of  the
Company's assets for tax purposes.

     FINANCIAL  STRUCTURE.   At  March  31,  1999,  total  debt
equaled  73%  of  total capitalization at cost and 65% of total
capitalization with  equity  valued at market (2,595,300 shares
outstanding at the March 31, 1999  closing  price of $5.875 per
share).  At that date, the Company's financial structure was as
follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                   Equity at
                                                       % of           Market            % of
                                       BOOK           Total            Value           Total
                                       ----           -----        ---------           -----
<S>                                    <C>              <C>             <C>              <C> 
 Senior debt                      $18,317.4              35%       $18,317.4              31%
 Subordinated debt                 20,000.0              38         20,000.0              34%
                                  ---------             ---        ---------             ---
 Total debt                        38,317.4              73        $38,317.4              65
 Preferred stock                    5,000.0               9          5,000.0               9
 Common stock                       9,694.4              18         15,247.4              26
                                  ---------             ---        ---------             ---
 Total capitalization             $53,011.8             100%       $58,564.8             100%
                                  =========             ===        =========             ===
</TABLE>

    The senior debt, subordinated debt, and preferred
stock  were issued in connection with the merger  and
spin off.  The  Company  intends  to  refinance these
obligations with mortgage debt in future  periods  if
market  conditions  allow  it  to  do so on favorable
terms.  The  Company  may  also  purchase  additional
apartment  properties in future periods  and  finance
these acquisitions with mortgage debt at levels up to
75% or 80% of their fair market value  if  prevailing
underwriting standards  allow,  and  if the Company's
analysis  indicates that the  use  of  such  leverage   
is prudent.  Before  the  spin off none of Merry Land 
& Investment  Company's debt or preferred stock  were
attributed to the predecessor.

    YEAR 2000 DISCLOSURE.   The Company has evaluated
the impact of the "Year 2000"  issue on its business,
results  of operations, and financial  condition  and
has determined  that  the  cost  of  any software and
hardware  upgrades  is  not expected to be  material.
The cost to analyze and prepare  for  the  Year  2000
issue  has not been material and the Company does not
anticipate  the  need  for a contingency plan.  While
there  can be no assurances,  the  Company  does  not
currently  expect  the  Year  2000  issue will have a
material    impact   on   the   Company's   business,
operations, or financial condition.

     INFLATION.   Substantially all of the Company's leases are
for terms of one year  or less, which should enable the Company
to replace existing leases with new leases at higher rent rates
in times of rising prices. The Company believes 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>
PART I

Item   3--Quantitative  and  Qualitative  Disclosures
about Market Risk.

     There  have  been  no significant changes to the
Company's reported market  risk  since  December  31,
1998.



<PAGE>
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

     None

ITEM 5.  Other Information

     None

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, 1998).

    (10)   Material Contracts.

    (10.1) Directors Stock Compensation Plan (incorporated herein by
           reference as Exhibit 4.3 to the Company's Registration
           Statement on Form S-8 filed April 19, 1999, registration
           number 333-76521).

    (27)   Financial Data Schedules

b.         Reports on Form 8-K. The registrant filed no reports on Form 8-K
           during the first quarter of 1999.



<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

May 13, 1999