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, 1999
                      Commission file number: 000-29778


                         MERRY LAND PROPERTIES, INC.


State of Incorporation:                 I.R.S. Employer Identification Number:
Georgia                                              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, 1999 was
2,601,300.

<PAGE>

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


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets - September 30, 1999 and December 31, 1998

        Consolidated Statements of Income - Three months ended September 30,
        1999 and 1998, and nine months ended September 30, 1999 and 1998.

        Consolidated Statements of Cash Flows - Nine months ended September
        30, 1999 and 1998

        Notes to Consolidated 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

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
                                                        Sept. 30,     Dec. 31,
                                                             1999         1998
                                                        ---------     --------
<S>                                                        <C>           <C>
ASSETS
  Real estate assets, at cost:
    Land held for mining, development,
    and investment                                   $  5,869,805 $  7,255,130
    Apartments                                         95,019,617   40,765,214
    Commercial rental property                          2,627,652    2,622,024
    Furniture and equipment                             1,870,730    1,836,144
    Development in progress                             2,525,030            -
                                                     ------------ ------------
        Total cost                                    107,912,834   52,478,512
    Accumulated depreciation and depletion            (12,663,267) (11,496,904)
                                                     ------------ ------------
                                                       95,249,567   40,981,608

CASH AND CASH EQUIVALENTS                               3,275,071    3,995,365

RESTRICTED CASH                                         1,342,970            -

OTHER ASSETS
  Interest receivable                                      23,520            -
  Notes receivable                                        590,522    1,342,246
  Other receivable                                         89,387    1,434,512
  Deferred tax asset                                    5,780,952    6,909,857
  Deferred loan costs                                     961,037            -
  Prepaid income taxes                                    160,071            -
  Other                                                   144,288       79,620
                                                     ------------ ------------
                                                        7,749,777    9,766,235
                                                     ------------ ------------
TOTAL ASSETS                                         $107,617,385  $54,743,208
                                                     ============ ============
NOTES PAYABLE
  Line of credit                                     $  1,500,000  $         -
  Senior debt                                                   -   18,317,429
  Subordinated debt                                             -   20,000,000
  Mortgage loans                                       91,883,261            -
                                                     ------------ ------------
                                                       93,383,261   38,317,429
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
  Accrued interest                                        608,949      444,553
  Accrued income taxes                                        600      123,846
  Accrued property taxes                                  750,336      309,936
  Accrued dividends payable                                     -       81,111
  Deferred revenue                                              -      771,627
  Other                                                 1,125,920      477,967
                                                     ------------ ------------
                                                        2,485,805    2,209,040

PREFERRED STOCK                                                 -    5,000,000

STOCKHOLDERS' EQUITY
  Common stock, at $1 stated value                      2,601,300    2,597,633
  Capital surplus                                       8,994,528    9,121,985
  Unamortized compensation                             (1,743,452)  (1,854,291)
  Receivable from ESOP                                   (676,840)           -
  Retained earnings - prior years                        (648,588)           -
  Cumulative undistributed net earnings (deficit)       3,221,371     (648,588)
                                                     ------------ ------------
                                                       11,748,319    9,216,739
                                                     ------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $107,617,385  $54,743,208
                                                     ============ ============
</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 ended         Nine months ended
                                           Sept. 30,                 Sept. 30,
                                  ------------------         -----------------
                                         (Accounting               (Accounting
                                        Predecessor)              Predecessor)
INCOME                            1999          1998        1999          1998
                                  ----          ----        ----          ----
<S>                                <C>           <C>         <C>           <C>
Rental income              $ 3,157,572    $2,071,843  $7,227,919   $ 6,078,120
Royalty income                 288,011       428,815   1,226,841     1,289,396
Interest income                 51,909        27,401     196,883        83,474
Management fees                148,877             -     581,483             -
Development fees               329,980             -   1,344,496             -
Long term loss                       -             -    (29,512)             -
Other income                   190,995             -     190,995             -
                           -----------    ---------- -----------   -----------
                             4,167,344     2,528,059  10,739,105     7,450,990
EXPENSES
Rental expense               1,236,755       882,857   2,814,108     2,402,093
Interest expense             1,259,105             -   2,943,433             -
Depreciation                   448,234       361,324   1,166,378     1,142,564
General and administrative
expense                        711,663        30,120   1,883,010        90,360
Amortization                    16,805             -      16,805             -
                           -----------    ---------- -----------   -----------
                             3,672,562     1,274,301   8,823,734     3,635,017
INCOME BEFORE TAXES AND
EXTRAORDINARY ITEM             494,782     1,253,758   1,915,371     3,815,973
                           -----------    ---------- -----------   -----------
Income taxes                   193,454             -     579,684             -
                           -----------    ---------- -----------   -----------
INCOME BEFORE EXTRAORDINARY
ITEM                           301,328     1,253,758   1,335,687     3,815,973
                           -----------    ---------- -----------   -----------
Extraordinary gain -
 discount on repayment of
 debt, net of income tax
 provision of $441,746               -             -     721,969             -
                           -----------    ---------- -----------   -----------
NET INCOME                     301,328     1,253,758   2,057,656     3,815,973

Discount on redemption of
preferred stock                      -             -   1,163,715             -
                           -----------    ---------- -----------   -----------
NET INCOME - COMMON        $   301,328    $1,253,758  $3,221,371    $3,815,973
                           ===========    ========== ===========   ===========
WEIGHTED AVERAGE COMMON
SHARES
  Basic                      2,187,070     2,151,093   2,183,070     2,095,402
  Diluted                    2,252,814     2,223,000   2,254,340     2,143,500

EARNINGS PER COMMON SHARE
  Basic                    $       .14    $      .58  $     1.48    $     1.82
                           ===========    ==========  ==========    ==========
  Diluted                  $       .13    $      .56  $     1.43    $     1.78
                           ===========    ==========  ==========    ==========
</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,
                                               ---------------------------
                                                        1999          1998
                                               -------------  ------------
<S>                                                  <C>            <C>
                                                               (Accounting
CASH FLOWS FROM OPERATING ACTIVITIES:                         Predecessor)

 Net income                                      $ 2,057,657   $ 3,815,973
 Adjustments to reconcile net income to
 net cash provided by operating activities:
      Discount on repayment of debt, net of
      taxes                                         (721,969)            -
      Depreciation expense                         1,183,183     1,142,564
      Income tax expense                             567,525             -
      Increase in property taxes payable             440,400       126,415
      Decrease in income taxes payable              (283,317)            -
      Decrease in deferred revenue                   (97,065)      330,696
      Increase in accrued interest                   164,396             -
      Increase in mortgage escrow                 (1,342,970)            -
      Decrease in other receivables                  647,043             -
      Other                                          713,015       (15,378)
                                                 -----------   -----------
        Net cash provided by operating
        activities                                 3,327,898     5,400,270

 CASH FLOWS FROM INVESTING ACTIVITIES:
      Payments received on notes receivable          751,724        53,566
      Purchase of real property                  (54,355,001)            -
      Investment in real estate assets            (1,076,510)   (1,479,006)
      Receivable from ESOP                          (676,840)            -
                                                 -----------   -----------
        Net cash used in investing activities    (55,356,627)   (1,425,440)

 CASH FLOWS FROM FINANCING ACTIVITIES:
      Contributions from Merry Land &
      Investment Co., Inc.                                 -     1,479,006
      Distributions to Merry Land & Investment
      Co., Inc.                                            -    (5,453,836)
      Repayment of senior debt                   (18,317,429)            -
      Repayment of subordinated debt             (18,836,285)            -
      Redemption of preferred stock               (3,836,285)            -
      Proceeds from mortgage loans                91,883,261             -
      Line of credit                               1,500,000             -
      Loan Costs                                    (961,037)            -
      Other                                         (123,790)            -
                                                 -----------   -----------
        Net cash used in financing activities     51,308,435    (3,974,830)

 NET DECREASE IN CASH                               (720,294)            -

 CASH AT BEGINNING OF PERIOD                       3,995,365             -
                                                 -----------   -----------
 CASH AT END OF PERIOD                           $ 3,275,071   $         -
                                                 ===========   ===========
 Interest paid                                   $ 2,585,704   $         -
 Income taxes paid                               $   168,071   $         -

</TABLE>



     The accompanying notes are an integral part of these consolidated
                                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 Merry Land Properties include its six
wholly-owned subsidiaries and eleven limited liability companies. These
limited liability companies are also wholly-owned by Merry Land Properties
and its subsidiaries and were formed in connection with the $41,241,000
mortgage loans financing in June, 1999 and with the $50,683,000 mortgage
loans financing in August, 1999. Each limited liability company is a
separate legal entity and its assets and liabilities are neither available
to pay the debts of Merry Land Properties nor constitute obligations of
Merry Land Properties.

     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 nine month periods ended
September 30, 1999 and September 30, 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>
                                  Three months ending   Nine months ending
                                  -------------------   ------------------
                                  Sept. 30, Sept. 30,  Sept. 30, Sept. 30,
                                       1999      1998       1999      1998
                                  --------- ---------  --------- ---------
<S>                                  <C>       <C>         <C>       <C>
Weighted average shares
outstanding-basic                 2,187,070 2,151,093  2,183,070 2,095,402
Dilutive potential
common shares                        65,744    71,907     71,270    48,098
                                  --------- ---------  --------- ---------
Weighted average shares
outstanding-diluted               2,252,814 2,223,000  2,254,340 2,143,500

</TABLE>

4.  NOTES RECEIVABLE

    At September 30, 1999 and December 31, 1998, notes receivable consisted
of the following:

<TABLE>
<CAPTION>
                                                           Note Balances at
                                                          -----------------
                                              Original  Sept. 30,  December 31,
Note                           Rate    Due      Amount       1999          1998
----                           ----    ---    --------  ---------  ------------
<S>                            <C>     <C>      <C>        <C>           <C>
Augusta  Partners            10.00%  10/99  $  695,000 $        -    $  573.566
Brothersville                 6.00%  11/12     675,000    493,769       636,512
Brothersville                10.00%   9/02     327,600     41,183        74,717
New Zion                      7.00%  11/12      60,000     55,570        57,451
                                            ---------- ----------    ----------
                                            $1,757,600 $  590,522    $1,342,246
</TABLE>
<PAGE>

    During February, the Company received $542,734 from Augusta Partners in
total satisfaction of its note receivable, generating a loss of $29,512.
During 1999, the Company loaned $676,840 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 140,302 shares of the
Company's common stock which were purchased by the ESOP and is reflected in
the Stockholder's Equity section of the Balance Sheet.

5. Debt

    At September 30, 1999, debt consisted of the following:

<TABLE>
<CAPTION>
                                                             Note Balances at
                                                          ---------------------
                                                          Sept. 30,    Dec. 31,
                                                               1999        1998
                                 Maturity     Interest    ---------    --------
Debt                                 date         rate      Balance     Balance
----                             --------     --------    ---------    --------
<S>                                 <C>          <C>          <C>         <C>
Line of credit              June 24, 2001  LIBOR+1.25%  $ 1,500,000 $         -
Senior debt              October 15, 1999  LIBOR+ 2.5%            -  18,317,429
Subordinated debt        October 15, 2013           8%            -  20,000,000
Mortgage Loan -
Greentree, L.L.C.            July 1, 2009        7.73%    6,712,363           -
Mortgage Loan -
Marsh Cove, L.L.C.           July 1, 2009        7.73%    8,151,939           -
Mortgage Loan -
Quarterdeck, L.L.C.          July 1, 2009        7.73%    9,954,157           -
Mortgage Loan -
Waters Edge, L.L.C.          July 1, 2009        7.73%    7,190,890           -
Mortgage Loan -
West Wind Landing, L.L.C.    July 1, 2009        7.73%    9,190,912           -
Mortgage Loan - ML Hammocks
at Long Point, L.L.C.   September 1, 2011        7.99%   18,787,000           -
Mortgage Loan - ML
Huntington, L.L.C.      September 1, 2007        7.97%    5,084,000           -
Mortgage Loan - ML
Magnolia Villa, L.L.C.  September 1, 2007        7.97%    4,739,000           -
Mortgage Loan - ML
Summit Place, L.L.C.    September 1, 2007        7.97%    7,079,000           -
Mortgage Loan - ML
Windsor Place, L.L.C.   September 1, 2011        7.99%    8,640,000           -
Mortgage Loan - ML
Woodcrest (Augusta),
L.L.C.                  September 1, 2007        7.97%    6,354,000           -
                                                        ----------- -----------
  Total                                                 $93,383,261 $38,317,429

</TABLE>

    On June 24, 1999, the Company closed $41.2 million in mortgage
financing. The five nonrecourse loans are secured by five apartment
communities containing 1,004 units located in Charleston and Savannah. At
the time of the closing, the Company transferred the apartment communities
to five newly created limited liability companies, which are wholly-owned
by the Company and its subsidiaries. The proceeds of the financing were
used to retire all of the Company's debt and preferred stock obligations to
Equity Residential Properties Trust, including the Senior debt and
Subordinated debt.
     On August 24, 1999 the Company acquired the partnership interests held
by Equity Residential Properties Trust in six apartment communities
containing 1,297 units located in Charleston, Savannah and Augusta. The
purchase price for the interests was $54.0 million.
The communities were previously owned by Merry Land & Investment Company,
Inc., the predecessor of new Merry Land. The purchase was financed with
$50.7 million in mortgage financing. The six nonrecourse loans have 8 and
12 year terms and  bear interest at 7.98% in the aggregate.

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 nine months ended
September 30, 1999 are as follows:

<TABLE>
<CAPTION>
<S>                                                    <C>
Current federal tax                                $ (574,666)
Current state tax                                    (107,885)
Deferred federal tax                                1,425,711
Deferred state tax                                    267,655
                                                   ----------
Total income tax                                    1,010,815
State franchise tax                                    10,615
                                                   ----------
Total tax                                          $1,021,430
Less: income tax provision on extraordinary gain     (441,746)
                                                   ----------
Net income taxes                                   $ 579,684
</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, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                         % of
                                                                       pretax
                                                              Amount   Income
                                                              ------   ------
<S>                                                            <C>      <C>
Income tax expense at statutory rate                      $1,112,623    34.0%
Increases (reductions) in taxes resulting from:
  State and local income taxes, net of federal income tax
  benefit                                                    129,588     4.0%
  Prior period adjustment                                    (16,874)   (0.5%)
  Dividends not deductible                                    73,389     2.2%
  Non-taxable clay lease income                             (287,911)   (8.8)%
                                                          ----------   -----
  Total income tax                                         1,010,815    30.9%
  State franchise tax                                         10,615     0.3%
                                                          ----------   -----
Total tax                                                 $1,021,430    31.2%
Less: income tax provision on extraordinary gain            (441,746)
                                                          ----------
Net income taxes                                          $  579,684
</TABLE>



<PAGE>
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.

<PAGE>
<TABLE>
<CAPTION>
                                                                Third
                                                                Party
Three months ending   Apartments   Commercial         Land   Services   Corporate   Consolidated
Sept. 30, 1999        ----------   ----------         ----   --------   ---------   ------------
<S>                      <C>           <C>            <C>       <C>         <C>          <C>
Real estate revenue
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

                                                                Third
Accounting Predecessor                                          Party
Three months ending   Apartments   Commercial         Land   Services   Corporate   Consolidated
Sept. 30, 1998        ----------   ----------         ----   --------   ---------   ------------
Real estate rental
revenue              $ 1,936,731   $  120,362   $   14,750  $       - $         -    $ 2,071,843
Real estate expense      792,261       64,782       25,814          -           -        882,857
Depreciation and
amortization             258,178      103,146            -          -           -        361,324
                     -----------   ----------   ----------  --------- -----------    -----------
Income from real
estate                   886,292      (47,566)     (11,064)         -           -        827,662
Other income                   -            -      428,815          -      27,401        456,216
                     -----------   ----------   ----------  --------- -----------    -----------
Segment income           886,292      (47,566)     417,751          -      27,401      1,283,878
Interest expense               -            -            -          -           -              -
Insurance expense              -            -            -          -           -              -
General and
administrative                 -            -            -          -     (30,120)       (30,120)
                     -----------   ----------   ----------  --------- -----------    -----------
Income before taxes      886,292      (47,566)     417,751          -      (2,719)     1,253,758
                     -----------   ----------   ----------  --------- -----------    -----------
Income tax                    -             -            -          -           -              -
Net income           $   886,292  $   (47,566)  $  417,751  $       - $    (2,719)   $ 1,253,758
                     ===========  ===========   ==========  ========= ===========    ===========
Capital Investments  $   123,155  $     2,654   $  645,512  $       - $    27,287    $   798,608
Total real estate
assets               $30,890,099  $ 4,002,784   $7,206,401  $       - $   833,457    $42,932,741

                                                                Third
                                                                Party
Nine months ending    Apartments   Commercial         Land   Services   Corporate   Consolidated
Sept. 30, 1999        ----------   ----------         ----   --------   ---------   ------------
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 items   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 items   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

                                                                Third
Accounting Predecessor                                          Party
Nine months ending   Apartments    Commercial         Land   Services   Corporate   Consolidated
Sept. 30, 1998       ----------    ----------         ----   --------   ---------   ------------
Real estate rental
revenue             $ 5,698,195   $   328,740   $   51,185 $        - $         -    $ 6,078,120
Real estate expense   2,145,521       189,879       66,693          -           -      2,402,093
Depreciation and
amortization            852,190       290,374            -          -           -      1,142,564
                    -----------   -----------   ---------- ---------- -----------    -----------
Income from real
estate                2,700,484      (151,513)     (15,508)         -           -      2,533,463
Other income                  -             -    1,289,396          -      83,474      1,372,870
                    -----------   -----------   ---------- ---------- -----------    -----------
Segment income        2,700,484      (151,513)   1,273,888          -      83,474      3,906,333
Interest expense              -             -            -          -           -              -
Insurance expense             -             -            -          -           -              -
General and
administrative                -             -            -          -     (90,360)       (90,360)
                    -----------   -----------   ---------- ---------- -----------    -----------
Income before
taxes                 2,700,484      (151,513)   1,273,888          -      (6,886)     3,815,973
                    -----------   -----------   ---------- ---------- -----------    -----------
Income tax                    -             -            -          -           -              -
Net income          $ 2,700,484   $  (151,513)  $1,273,888 $        - $    (6,886)   $ 3,815,973
                    ===========   ===========   ========== ========== ===========    ===========
Capital investment  $   294,413   $   205,175   $  815,040 $        - $   164,378    $ 1,479,006
Total real estate
assets              $30,890,099   $ 4,002,784   $7,206,401 $        - $   833,457    $42,932,741

</TABLE>
<PAGE>

Form 10-Q-Merry Land Properties, Inc.
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Overview

     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 September 30, 1999 and the
Consolidated Statements of Income for the period ended September 30, 1999
are financial statements prepared for a real company. The Statements of
Income for the period ended September 30, 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.

     On August 24, 1999, Merry Land acquired the investment interests held
by Equity Residential Properties Trust in six apartment communities
containing 1,297 units located in Charleston, Savannah and Augusta, which
approximately doubled Merry Land's apartment holdings and assets. The
purchase was financed with $50.7 million in mortgage financing. As a
result of these acquisitions, Merry Land's income and expenses from rental
operations and interest expense in future periods will be significantly
higher than in previous periods. Further, Merry Land's property management
fees will no longer include income from these communities. Thus, we do not
believe the discussion and analysis of our historical financial condition and
results of operations discussed below should be relied upon as an indicator
of our future performance.

RECENT EVENTS

     On October 21, 1999, Merry Land filed a Form S-11 registration statement
with the SEC with respect to a proposed distribution of rights to its existing
shareholders which entitle its stockholders to purchase from the Company
Convertible Trust Preferred Securities. These securities will pay dividends
to their holders and will be convertible into Merry Land's common stock. A
prospectus describing the offering will be distributed to all Merry Land
shareholders when the registration statement is declared effective by the SEC.
The Company hopes to complete the securities offering during the first quarter
of 2000.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

     Rental Operations-Total Portfolio. The Company's eleven apartment
communities are described in the following table:

<TABLE>
<CAPTION>

                                                          Nine Months ended Sept. 30,
                                                          ---------------------------
                                                       Average                 Average
                                                     Occupancy (1)         Rental Rate (2)
                                                     -------------         ---------------
Community                    Units                   1999     1998         1999       1998
---------                    -----                   ----     ----         ----       ----
<S>                           <C>                    <C>       <C>          <C>        <C>
Woodcrest (3)                 248                   96.4%        -         $509          -
                              ---                   ----     -----         ----       ----
  Total Augusta               248                   96.4         -          509          -

Quarterdeck                   230                   99.6      99.8%         675       $631
Summit Place (3)              226                   96.5         -          528          -
Waters Edge                   200                   97.9      96.3          609        571
Windsor Place (3)             224                   98.2         -          598          -
                              ---                   ----     -----         ----       ----
  Total Charleston            880                   98.5      98.1          603        603

Hammocks at Long Point (3)    308                   95.0         -          836          -
Huntington (3)                147                   97.6         -          638          -
Greentree                     194                   97.1      94.0          612        598
Magnolia Villa (3)            144                   96.9         -          639          -
Marsh Cove                    188                   97.6      98.2          692        669
West Wind                     192                   95.9      98.4          720        698
                              ---                   ----     -----         ----       ----
  Total Savannah            1,173                   96.9      96.9          708        655

Total                       2,301                   97.5%     97.4%        $646       $633

(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 September 30.
(3)  Community acquired on August 24, 1999.
</TABLE>

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

<TABLE>
<CAPTION>

                               %           Change from        Nine Months ended Sept. 30,
                          Change           1998 to 1999       ---------------------------
                          ------           ------------         1999              1998
                                                                ----              ----
<S>                         <C>                 <C>             <C>                <C>
Rental income             23.1%              $1,317.5       $7,015.7          $5,698.2

Personnel                 23.7                  178.8          933.1             754.3
Utilities                 14.6                   31.2          244.5             213.3
Operating                 11.7                   23.9          227.6             203.7
Maintenance and grounds    5.2                   24.2          487.6             463.4
Taxes and insurance       28.4                  145.1          655.8             510.7
Depreciation and
amortization               8.4                   71.3          923.5             852.2
                          ----                -------        -------           -------
Subtotal                  15.8                  474.5        3,472.1           2,997.6

Operating income          31.2%              $  843.0       $3,543.6          $2,700.6

Average occupancy (1)                             0.1%          97.5%             97.4%
Average monthly rent (2)   2.1%              $   13         $  646            $  633
Expense ratio (3)                               (1.4)%          36.3%             37.7%

(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 September 30.
(3)  Represents total operating expenses (excluding depreciation and amortization)
     divided by rental revenues.
</TABLE>

     The addition of the six apartment communities in the third quarter of 1999
increased the weighted average number of apartment units owned to 1,292 in the
nine month period of 1999 from 1,004 in the nine month period of 1998. Rental
revenues, expenses and taxes and insurance rose accordingly.

     The 2.1% increase in portfolio average rental rates in the nine month
period of 1999 from the nine month period of 1998 resulted from 4.4% higher
rents at the Company's continuing properties, but was offset somewhat by the
lower rents charged at the communities the Company acquired, whose monthly
rents averaged $634 at September 30, 1999 versus the continuing portfolio
average of $661.

     Merritt at James Island. The Company owns land adjacent to its Quarterdeck
Apartments in Charleston and expects to begin construction in the fourth
quarter on Merritt at James Island, a 230 unit apartment community. The $16.5
million cost is expected to be funded with nonrecourse financing. The units
are expected to be available for rental in June, 2000.

     Rental Operations-Same Store. The performance of the 1,004 units which
the Company held for the nine month period of both 1999 anexcept average
monthly rent; see footnotes above):

<TABLE>
<CAPTION>

                            %               Change from           Nine Months ended Sept. 30,
                       Change               1998 to 1999          ---------------------------
                       ------               ------------              1999               1998
                                                                      ----               ----
<S>                     <C>                       <C>                  <C>                <C>
Rental income            4.5%                  $253.6             $5,951.8           $5,698.2

Personnel                3.0                     22.6                776.9              754.3
Utilities               (5.0)                   (10.7)               202.6              213.3
Operating               (4.4)                    (8.9)               194.8              203.7
Maintenance and
grounds                (16.3)                   (75.5)               387.9              463.4
Taxes and insurance     10.9                     55.8                566.5              510.7
Depreciation and
amortization            (2.8)                   (23.8)               828.4              852.2
                       -----                   ------             --------           --------
  Subtotal              (1.4)                   (40.5)             2,957.1            2,997.6
                       -----                   ------             --------           --------

Operating income        10.9%                  $294.1             $2,994.7           $2,700.6

Average occupancy (1)                             0.3%                97.7%              97.4%
Average monthly
rent (2)                 4.4%                  $ 28               $  661             $  633
Expense ratio (3)                                (1.9)%               35.8%              37.7%

</TABLE>

     For the nine month period ended September 30, 1999, rental income rose
by $253.6 thousand, or 4.5%, for the five apartment communities because of
4.4% higher rents over the same period in 1998. In the aggregate, the
Charleston and Savannah rental markets were strong in the first nine months
of 1999 over 1998 as demand for apartments exceeded additions to supply.
Charleston rents increased to $644, or 6.8% and Savannah rents increased to
$674, or 2.9% 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 down $40.5 thousand, or 1.4%, for the nine months
ended September 30, 1999 from the same period in 1998. For the nine months
personnel expenses increased $22.6 thousand and taxes and insurance
increased $55.8 thousand, because of increases in assessed values, millage
rates and higher insurance premiums. These increases were more than offset
by declines in operating expenses, down $8.9 thousand, in utilities, down
$10.7 thousand, and in maintenance and ground expenses, down $75.5
thousand.

Rental Operations-Commercial. The Company owns six commercial properties
in the Augusta area containing a total of 169,915 square feet, 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 less than 50% at September 30, 1999.

     Rental income decreased by $176.9 thousand, or 53.8%, for commercial
properties because of decreased occupancy. Total expenses were up $0.8
thousand, or 0.4%, in the third quarter of 1999 from the same period in
1998.

     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>
                                           %        Change from           Nine Months ended Sept. 30,
                                        CHANGE     1998 to 1999           ---------------------------
                                        ------     ------------              1999                1998
                                                                             ----                ----
<S>                                      <C>             <C>                  <C>                 <C>
Clay royalties                          (7.0)%         $(82.9)           $1,100.0            $1,182.9
Sand royalties                          19.2             20.4               126.9               106.5
Rental income                            9.2              5.1                60.4                55.3
                                        ----           ------            --------            --------
Subtotal                                (4.3)           (57.4)            1,287.3             1,344.7

Depletion                                  -              2.8                 2.8                   -
Operating expenses                      15.8              1.9                13.9                12.0
Taxes and insurance                     11.3              6.2                60.9                54.7
                                        ----           ------            --------            --------
Subtotal                                16.3             10.9                77.6                66.7

Operating income                        (5.3)%         $(68.3)           $1,209.7            $1,278.0
</TABLE>


     Clay royalties decreased $82.9 thousand, or 7.0%, for the nine month
period ended September 30, 1999 compared to the same period in 1998 due
primarily to the expiration of one of the royalty agreements. In the first
nine months of 1999, $734.9 in royalties were received under that agreement
compared to $859.8 in the first nine months of 1998.

     Mortgage Interest Income. Interest income from mortgage notes receivable
totaled $40.4 thousand in the nine month period ended September 30, 1999,
down from $83.5 thousand in the same period of 1998. The decrease was due to
the repayment of mortgage notes receivable.

     Property Management and Development Fees. In the nine months ended
September 30, 1999 management fee income was $581.5 thousand and development
fee income was $1.34 million. These fees were earned primarily under
agreements with Equity Residential whereby the Company provides either
property management or development consulting services for twelve apartment
communities. At September 30, 1999, the property management agreements with
Equity Residential have been completed, and approximately $1.0 million
remains to be earned under the development agreement. The Company intends
to seek other third party property management and development consulting
business, but we expect fee income to decline substantially in coming
quarters.

      Other income. During the quarter the Company sold timber from its
clay land for a pretax gain of $191,000. The Company has purchased a 9,000
s.f. historic building in Charleston, South Carolina which it is currently
being converted from ten apartments to seven condominiums for sale in 2000.
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. These obligations were repaid in
June, 1999. Interest expense related to these obligations totaled $1.6
million for the nine months ended September 30, 1999 and included $193.3
thousand of dividends accrued on the Company's preferred stock. Interest
expense related to the $41.2 million mortgage loans closed in June, 1999,
and the $50.7 million mortgage loans closed in August, 1999, totaled $1.2
million and $0.1 million, respectively. Interest on the Company's line of
credit totaled $7.2 thousand.

     General and Administrative Expenses. General and administrative
expenses totaled $1.9 million for the nine months ended September 30, 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 accordnace 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 and Extraordinary Items. Income before taxes and
extraordinary items decreased to $1.9 million for the nine months ended
September 30, 1999 from $3.8 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. The decrease in income before taxes for the nine
months ended September 30, 1999 was primarily related to the higher general
and administrative expense of $1.8 million and higher interest expense of
$2.9 million, but was offset by higher net rental income primarily from an
increase in the number of apartments owned.

     Income Taxes. As a REIT, the accounting predecessor to Merry Land
Properties would not have been subject to income taxes. The net incme
tax expense for the nine month period ended September 30, 1999 totaled
$0.6 million, and consisted of $0.4 million in current income tax benefit
and $1.0 million in deferred income tax expense.

     Discount on Repayment of Debt and on Redemption of Preferred Stock.
The subordinated debt and preferred stock were repaid at a discount in
June, 1999. The extraordinary gain from the discount on repayment of
subordinated debt, net of income taxes of $0.4 million, totaled $0.7
million. The discount on redemption of the preferred stock was $1.2 million.

     Funds from Operations. For the nine month period ended Septembe 30, 1999,
funds from operations were $2.47 million. The following is a reconciliation
of net income to funds from operations. (data in thousands):

<TABLE>
<CAPTION>
<S>                                                            <C>
 Net income available for common                           $  3,221.4
 Add depreciation of real estate owned                          950.6
 Add long term capital loss                                      29.5
 Add permanent deferred tax benefit                             155.0
 Less extraordinary gain                                       (722.0)
 Less discount on redemption of preferred stock              (1,163.7)
                                                           ----------
 Funds from operations available to common shares          $  2,470.8
                                                           ==========
 Weighted average common shares outstanding--
          Basic                                               2,183.1
          Diluted                                             2,254.3
</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.

LIQUIDITY AND CAPITAL RESOURCES

     Financial Structure. Before the spinoff, none of Merry Land &
Investment Company's debt was attributed to the predecessor. At September
30, 1999, total debt equaled 89% of total capitalization at cost and 87%
of total capitalization with equity valued at market (2,601,300 shares
outstanding at the September 30, 1999 times the closing price of $5.50
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>
Line of Credit                 $  1,500       1%      $  1,500     1%
Mortgage loans                   91,883      88%        91,883    86%
                               --------     ---       --------   ---
Total debt                       93,383      89%        93,383    87%
Common stock                     11,748      11%        14,307    13%
                               --------     ---       --------   ---
Total capitalization           $105,131     100%      $107,690   100%
                               ========     ===       ========   ===
</TABLE>

     Liquidity. The Company expects to meet its short-term liquidity
requirements with its working capital, cash provided by operating activities,
construction loans, and a line of credit which it has established with a
commercial bank. The Company's primary short-term liquidity needs are
operating expenses, capital improvements, the proposed development of the
Merritt at James Island community, the condominium conversion of the Calhoun
Street apartments, and the Waters Edge land development.

     The Company expects to meet its 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. The Company's long-term liquidity
needs include the maturity of mortgage debt and financing acquisitions and
development. The Company has filed a Form S-11 Registration Statement with
the SEC with respect to a proposed distribution of rights to its existing
shareholders. These rights entitle its stockholders to purchase from the
Company up to $8.7 million of Convertible Trust Preferred Securities which
will pay dividends and will be convertible into Merry Land's common shares.
The Company hopes to complete the securities offering during the first quarter
of 2000. The proceeds from the offering will be used to repay the outstanding
balance under the line of credit and for general corporate purposes, including
capital improvements to our existing properties, the acquisition of additional
apartment communities, and the development and construction of new apartment
communities.

     Cash Flows. Cash and cash equivalents totaled $3.3 million on September
30, 1999, a decrease of $0.7 million from December 31, 1998. The $3.3 million
net cash provided from operating activities was offset primarily by $2.2
million used to acquire the partnership interests in the six apartment
communities owned by Equity Residential Properties Trust, $0.8 million to
acquire the Calhoun Street apartments and $1.1 million for repairs,
replacements and improvements on the residential communities. In addition,
$0.8 million received from the repayment of mortgage notes receivable was
offset by the $0.7 million lent to the Employee Stock Ownership Plan.

     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.

     During the nine months ended September 30, 1999, the Company reduced
its outstanding variable rate debt. In June, 1999, the Company closed on
$41.2 million of ten-year, fixed rate mortgage financing. The proceeds of
the financing were used to repay the Company's obligations under the senior
debt, subordinated debt and preferred stock. The senior debt had a principal
balance of $18.3 million, a maturity date of October 1999 and a variable
interest rate of LIBOR plus 250 basis points. At September 30, 1999, the
Company's only remaining variable rate debt consisted of a $2.0 million
line of credit. At that date, there was an outstanding balance of $1.5
million under the line with a variable interest rate of LIBOR plus 125 basis
points. The line of credit matures in June, 2001.


<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 filed March 31,
           1999, file number 000-29778).

      (4) Instruments Defining the Rights of Security Holders,
          including indentures.
         (4.1) The following instruments each dated August 23, 1999
               define the rights of holders of indebtedness of the
               Company's subsidiaries:
            (a) Deed to Secure Debt and Security Agreement for ML
                Hammocks at Long Point, L.L.C. (incorporated herein
                by reference to Exhibit 4.8(a) to the Company's
                Registration Statement on Form S-11 filed October
                21, 1999, file number 333-89469).
            (b) Promissory Note for ML Hammocks at Long Point, L.L.C.
                (incorporated herein by reference to Exhibit 4.8(b)
                to the Company's Registration Statement on Form S-11
                filed October 21, 1999, file number 333-89469).

           The Company has additional long-term debt that does not exceed
           ten (10%) percent of the total assets of Merry Land and its
           subsidiaries on a consolidated basis. Merry Land agrees to
           furnish a copy of any such instrument to the Commission upon
           request.

      (27) Financial Data Schedules

   b. Reports on Form 8-K:
      -------------------

      The registrant filed reports on Form 8-K during the third quarter of
      1999 as follows with respect to the following matters.


<TABLE>
<CAPTION>

                                                             Date    Financial
Form  Items                                                 Filed   Statements
----  -----                                                 -----   ----------
<S>   <C>                                                    <C>       <C>

8-K   2 & 7 (Acquisition or Disposition of Assets &         August       No
      Financial Statements and Exhibits)                   26, 1999

8-K/A 7 (Financial Statements, Pro Forma Financial         September     Yes
      Information and Exhibits)                            13, 1999
</TABLE>



<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

November 12, 1999