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


                       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, 2001
                        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 March 31, 2001 was
2,712,966.


================================================================================
<PAGE>

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


PART I.   FINANCIAL INFORMATION                                             Page

Item 1.   Financial Statements
          Consolidated Balance Sheets - March 31, 2001 and December 31, 2000...3
          Consolidated Statements of Income -
             Three months ended March 31, 2001 and 2000........................4
          Consolidated Statements of Cash Flows -
             Three months ended March 31, 2001 and 2000........................5
          Notes to Consolidated Financial Statements...........................6
Item 2.   Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................10
Item 3.   Quantitative and Qualitative Disclosures about Market Risk..........16

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings...................................................17
Item 2.   Changes in Securities and Use of Proceeds...........................17
Item 3.   Defaults upon Senior Securities.....................................17
Item 4.   Submission of Matters to a Vote of Security Holders.................17
Item 5.   Other Information...................................................17
Item 6.   Exhibits and Reports on Form 8-K....................................18


SIGNATURES....................................................................19



<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, 2001    December 31, 2000
                                                                                       --------------    -----------------
<S>                                                                                    <C>               <C>
ASSETS
   Real estate assets, at cost:
   Land held for mining, development and sale                                           $   5,530,610        $   4,055,883
   Apartments                                                                              98,464,614           98,116,609
   Commercial rental property                                                               2,456,064            2,430,478
   Furniture and equipment                                                                  1,926,514            1,905,830
   Development in progress                                                                 13,395,989            9,844,356
                                                                                       --------------    -----------------
        Total cost                                                                        121,773,791          116,353,156
   Accumulated depreciation and depletion                                                 (16,811,461)         (16,151,081)
                                                                                       --------------    -----------------
                                                                                          104,962,330          100,202,075

INVESTMENT IN JOINT VENTURE                                                                   474,542              474,542

CASH AND CASH EQUIVALENTS                                                                   4,100,539            4,452,189

ESCROWED CASH                                                                               1,544,687            1,724,997

OTHER ASSETS
   Notes receivable                                                                           437,985              462,656
   Deferred loan costs                                                                      1,543,631            1,495,217
   Other receivable                                                                           210,886              152,769
   Deferred tax asset                                                                       5,117,685            5,130,885
   Other                                                                                      370,735               86,738
                                                                                       --------------    -----------------
                                                                                            7,680,922            7,328,295
                                                                                       --------------    -----------------
TOTAL ASSETS                                                                            $ 118,763,020        $ 114,182,068
                                                                                       ==============    =================

NOTES PAYABLE
   Line of credit                                                                       $           -        $   1,500,000
   Term loan                                                                                2,710,972                    -
   Construction loans                                                                       8,069,599            5,363,868
   Mortgage loans                                                                          90,821,331           91,029,928
                                                                                       --------------    -----------------
                                                                                          101,601,902           97,893,796

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
   Accrued interest                                                                           647,641              650,261
   Accrued property taxes                                                                     412,254               67,117
   Deferred revenue                                                                           162,850              168,998
   Construction retainage                                                                     659,458              358,124
   Payables and accrued liabilities                                                         1,240,336            1,484,607
                                                                                       --------------    -----------------
                                                                                            3,122,539            2,729,107

STOCKHOLDERS EQUITY
   Common stock, at $1 stated value, 2,712,966 and 2,666,966 shares
      issued and outstanding at March 31, 2001 and December 31, 2000, respectively          2,712,966            2,666,966
   Capital surplus                                                                          9,598,785            9,403,285
   Unamortized compensation                                                                (1,879,178)          (1,751,179)
   Cumulative undistributed net earnings                                                    3,651,239            3,629,665
   Receivable from ESOP                                                                       (45,233)            (389,572)
                                                                                       --------------    -----------------
                                                                                           14,038,579           13,559,165
                                                                                       --------------    -----------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                               $ 118,763,020        $ 114,182,068
                                                                                       ==============    =================
</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 March 31,
                                                 ----------------------------
                                                     2001            2000
                                                 ------------    ------------
<S>                                              <C>             <C>
INCOME
Rental income                                     $4,771,403      $4,587,485
Royalty income                                       118,768         108,168
Interest income                                       59,389          38,108
Management and development  fees                     111,977         172,153
Sale of condominium                                  302,000               -
                                                 ------------    ------------
                                                   5,363,537       4,905,914
EXPENSES
Rental expense                                     1,710,604       1,624,859
Cost of condominium sold                             263,237               -
Interest expense                                   1,759,502       1,762,885
General and administrative expense                   867,684         732,132
Depreciation                                         701,152         643,864
Amortization                                          26,586          26,586
                                                 ------------    ------------
                                                   5,328,765       4,790,326

INCOME BEFORE TAXES                                   34,772         115,588
                                                 ------------    ------------

Income taxes                                          13,200          43,411
                                                 ------------    ------------

NET INCOME                                        $   21,572      $   72,177
                                                 ============    ============

WEIGHTED AVERAGE COMMON SHARES
     Basic                                         2,280,053       2,216,669
     Diluted                                       2,423,003       2,292,917

EARNINGS PER COMMON SHARE
     Basic                                        $      .01      $      .03
                                                 ============    ============
     Diluted                                      $      .01      $      .03
                                                 ============    ============

</TABLE>
     The accompanying  notes are an integral part of these  consolidated  income
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,
                                                                    ----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                   2001             2000
                                                                    -----------      -----------
<S>                                                                 <C>              <C>
Net income                                                          $    21,572      $    72,177
Adjustments to reconcile net income to
     net cash provided by operating activities:
Cost of condominium sold                                                263,237                -
Depreciation expense                                                    701,152          643,864
Amortization expense                                                     26,586           26,586
Amortization of compensation element of restricted stock grants          81,999           79,961
Deferred income tax expense                                              13,200           43,411
Decrease in payables and accrued liabilities                           (349,748)        (482,097)
Increase (decrease) in property taxes payable                           345,137           (8,765)
Increase in other assets                                               (266,473)        (150,941)
Increase in other receivables                                          (120,355)         (54,197)
Increase (decrease) in security deposits                                105,478           (1,812)
Decrease in interest receivable                                          56,309           15,340
Other                                                                    60,400          (32,246)
                                                                    -----------      -----------
     Net cash provided by operating activities                          938,494          151,281

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for development                                         (3,569,152)        (401,591)
Purchase of real property                                            (1,336,849)               -
Capitalized costs, improvements and replacements                       (566,572)        (627,441)
Increase in investment in joint ventures                                      -         (584,760)
Decrease (increase) in receivable from ESOP                             344,341         (164,515)
Payments received on notes receivable                                    24,671           56,654
                                                                    -----------      -----------
     Net cash used in investing activities                           (5,103,561)      (1,721,653)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from term loan                                               2,710,972                -
Proceeds from construction loans                                      2,705,731                -
Repayment of line of credit                                          (1,500,000)               -
Repayments of mortgage loans                                           (208,597)        (175,091)
Decrease in mortgage escrow                                              62,406          130,063
Decrease in development escrow                                          117,905                -
Increase in deferred loan costs                                         (75,000)         (78,138)
                                                                    -----------      -----------
     Net cash provided by (used in) financing activities              3,813,417         (123,166)

NET DECREASE IN CASH                                                $  (351,650)     $(1,693,538)

CASH AT BEGINNING OF PERIOD                                         $ 4,452,189      $ 3,067,372
                                                                    ------------
CASH AT END OF PERIOD                                               $ 4,100,539      $ 1,373,834
                                                                    ============     ===========

Interest paid                                                        $ 1,947,306     $ 1,854,143
Income taxes paid                                                    $         -     $         -
</TABLE>
<PAGE>

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


1.   Organization

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


2.   Basis of Presentation

     The financial statements included herein have been prepared by the company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted  pursuant to such rules and  regulations,  although the company believes
the disclosures  are adequate to make the information  presented not misleading.
In  addition  certain  reclassifications  have  been  made  to the  fiscal  2000
consolidated financial statements to conform to the fiscal 2001 presentation.

     It is suggested that these financial statements be read in conjunction with
the audited  financial  statements  and notes thereto  included in the company's
latest annual report on Form 10K for the fiscal year ended December 31, 2000.

     In the  opinion of  management,  the  information  furnished  reflects  all
adjustments  necessary  to present  fairly the  financial  position,  results of
operations, and cash flows for the interim periods presented.


3.   Assets Held for Sale

     In the first  quarter of 2001 we listed for sale five of our eleven  wholly
owned apartment communities.  The company considered these apartment communities
to have less  opportunity for growth then the remaining  apartment  communities.
These assets are considered "held for sale" under the provisions of Statement of
Financial  Accounting  Standard No. 121. Each of these five communities'  assets
are included in Apartments in the accompanying balance sheets and are carried at
net book value,  which is less than the projected sales price less costs to sell
for each property.  The aggregate net book value of these apartment  communities
at March 31, 2001 and  December  31, 2000 was $33.6  million and $33.8  million,
respectively. The aggregate net rental income (rental income less rental expense
and depreciation)  generated by these apartment communities for the three months
ended  March  31,  2001  and  2000,   was  $900  thousand  and  $885   thousand,
respectively.  The aggregate  depreciation  expense  for this period was $248
thousand and $213 thousand, respectively.

<PAGE>

4.   Earnings Per Share and Share Information

     Basic  earnings  per common  share is computed on the basis of the weighted
average number of shares  outstanding  during each period excluding the unvested
shares issued to employees under our 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.

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

<TABLE>
<CAPTION>
                                                    Three months ended March 31,
                                                    ----------------------------
                                                       2001              2000
                                                    -----------      -----------
    <S>                                             <C>              <C>
    Weighted average shares outstanding-basic         2,280,053        2,216,669
    Dilutive potential common shares                    142,950           76,248
                                                     ----------      -----------
    Weighted average shares outstanding-diluted       2,423,003        2,292,917
</TABLE>

5.   Notes Receivable

     At March 31, 2001 and December 31, 2000, notes receivable  consisted of the
following:

<TABLE>
<CAPTION>
                                                        Note Balances at
                                                --------------------------------
                                                   Original
Note               Rate     Due      Amount     March 31, 2001  December 31,2000
--------------    ------   -----   ----------   --------------  ----------------
<S>               <C>      <C>     <C>          <C>             <C>
Brothersville      6.00%   11/12   $  675,000      $ 364,405        $ 384,983
Brothersville     10.00%   09/02      327,600         22,080           25,465
New Zion           7.00%   11/12       60,000         51,500           52,208
                                   ----------   --------------- ----------------
                                   $1,062,600      $ 437,985        $ 462,656
</TABLE>

6.   Debt

     At March 31, 2001 and December 31, 2000, debt consisted of the following:
<TABLE>
<CAPTION>

Debt                               Maturity date   Interest rate    Mar. 31, 2000   Dec. 31, 2000
--------------------------------   -------------   -------------    -------------   -------------
<S>                                <C>             <C>              <C>             <C>
Line of credit (1)                    06/24/01     LIBOR + 1.25%     $          -     $ 1,500,000
Term loan (1)                         09/29/02     LIBOR + 2.00%        2,710,972               -
Construction/permanent loan           04/19/40             8.65%(2)     8,069,599       5,363,868
Mortgage loan-Huntington LLC          09/01/07             7.97%        5,027,001       5,038,259
Mortgage loan-Magnolia Villas LLC     09/01/07             7.97%        4,685,869       4,696,363
Mortgage loan-Summit Place LLC        09/01/07             7.97%        6,999,634       7,015,310
Mortgage loan-Woodcrest LLC           09/01/07             7.97%        6,282,762       6,296,833
Mortgage loan-Greentree LLC           07/01/09             7.73%        6,631,685       6,647,423
Mortgage loan-Marsh Cove LLC          07/01/09             7.73%        8,053,959       8,073,072
Mortgage loan-Quarterdeck LLC         07/01/09             7.73%        9,834,515       9,857,854
Mortgage loan-Waters Edge LLC         07/01/09             7.73%        7,104,460       7,121,320
Mortgage loan-West Wind LLC           07/01/09             7.73%        9,080,443       9,101,993
Mortgage loan-Hammocks LLC            09/01/11             7.99%       18,577,398      18,618,837
Mortgage loan-Windsor Place LLC       09/01/11             7.99%        8,543,605       8,562,664
                                                                    -------------   -------------
         Total                                                       $101,601,902    $ 97,893,796
</TABLE>

     (1)  Proceeds  from the term loan  which was  closed on March 29,  2001 and
which is secured by Calhoun Street  Condominiums  and Sun City  development land
were used to pay off the line of credit and to purchase the Sun City development
land.
     (2) Represents 8.375% during  construction,  8.15% permanent financing and
 .50% insurance premium.

<PAGE>

7.   Income Taxes

     Merry Land is a taxable "C"  corporation.  The components of the income tax
provision for the three months ended March 31, 2001 are as follows:

<TABLE>
         <S>                              <C>
         Current federal tax                 $     -
         Current state tax                         -
         Deferred federal tax                 11,113
         Deferred state tax                    2,087
                                          -------------
                                             $13,200
</TABLE>
     The  reconciliation  of income tax computed at the U.S.  federal  statutory
rate to income tax  expense  for the three  months  ended  March 31,  2001 is as
follows:
<TABLE>
<CAPTION>

                                                                                   % of pretax
                                                                         Amount        income
                                                                         -------    -----------
<S>                                                                      <C>        <C>
Income tax expense at statutory rate                                     $11,823        34%
Increases in taxes resulting from:
     State and local income taxes, net of federal income tax benefit       1,377         4%
                                                                         -------    -----------
                                                                         $13,200        38%
</TABLE>
<PAGE>

8.  Segment Information

     The  company  has  three  reportable   segments:   Apartment   Communities,
Commercial  Properties  and  Land,  and Third  Party  Services.  The  accounting
policies of the segments in the Form 10K of the year ended December  31,2000 are
the same as those described in the summary of significant accounting policies.

<TABLE>
<CAPTION>

                                                        Commercial       Third Party
Three months ending March 31, 2001       Apartments       & Land           Services      Corporate     Consolidated
                                       --------------   -------------   -------------   -----------   --------------
<S>                                    <C>              <C>             <C>             <C>           <C>
Real estate rental revenue               $ 4,696,401    $    75,002      $         -     $        -     $ 4,771,403
Real estate expense                       (1,620,950)       (89,654)               -              -      (1,710,604)
Depreciation and amortization               (610,422)       (52,127)               -        (65,189)       (727,738)
                                       --------------   -------------   -------------   -----------   --------------
Income from real estate                    2,465,029        (66,779)               -        (65,189)      2,333,061
Other income                                       -        177,531           91,977         59,389         328,897
                                       --------------   -------------   -------------   -----------   --------------
Segment income                             2,465,029        110,752           91,977         (5,800)      2,661,958
Interest expense                                   -              -                -     (1,759,502)     (1,759,502)
General and administrative                  (246,459)       (93,541)        (107,109)      (420,575)       (867,684)
                                       --------------   -------------   -------------   -----------   --------------
Income before taxes                        2,218,570          17,211         (15,132)    (2,185,877)         34,772
Income tax                                         -               -               -        (13,200)        (13,200)
                                       --------------   -------------   -------------   -----------   --------------
Net income                               $ 2,218,570    $     17,211     $   (15,132)   $(2,199,077)   $     21,572
                                       ==============   =============   =============   ===========   ==============
Capital investments                      $   348,005    $  5,103,884     $          -   $    20,684    $  5,472,573
Total real estate assets                 $83,861,664    $ 20,785,893     $          -   $   314,773    $104,962,330


                                                         Commercial      Third Party
Three months ending March 31, 2000      Apartments         & Land           Services     Corporate     Consolidated
                                       --------------   -------------   -------------   -----------   --------------
Real estate rental revenue               $ 4,508,562    $     78,923     $         -    $         -    $  4,587,485
Real estate expense                       (1,549,795)        (75,064)              -              -      (1,624,859)
Depreciation and amortization               (573,496)        (10,468)              -        (86,486)       (670,450)
                                       --------------   -------------   -------------   -----------   --------------
Income from real estate                    2,385,271          (6,609)              -        (86,486)      2,292,176
Other income                                       -         259,839          20,482         38,108         318,429
                                       --------------   -------------   -------------   -----------   --------------
Segment income                             2,385,271         253,230          20,482        (48,378)      2,610,605
Interest expense                                   -               -               -     (1,762,885)     (1,762,885)
General and administrative                  (279,876)        (66,521)         (6,811)      (378,924)       (732,132)
                                       --------------   -------------   -------------   -----------   --------------
Income before taxes                        2,105,395          186,709          13,671    (2,190,187)        115,588
Income tax                                         -                -               -       (43,411)        (43,411)
                                       --------------   -------------   -------------   -----------   --------------
Net income                               $ 2,105,395    $     186,709    $     13,671   $(2,233,598)   $     72,177
                                       ==============   =============   =============   ===========   ==============
Capital investments                      $   616,567    $     401,591    $          -   $    10,875    $  1,029,033
Total real estate assets                 $83,988,643    $  11,441,607    $          -   $   471,027    $ 95,901,277

</TABLE>
<PAGE>


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


Recent Events

     In the first  quarter  2001,  we listed for sale five of our eleven  wholly
owned apartment communities which we believe have less opportunity for cash flow
growth than our remaining communities. We are presently negotiating with bidders
on three of these  properties,  which  include  West Wind  Landing and  Magnolia
Villas in Savannah and Woodcrest in Augusta.  Proceeds from these sales,  should
any of them be consummated,  will be reinvested in newer residential communities
or in the development of new communities. Any sale would result in a recognition
of gain and a corresponding  increase in our company's net book value, but would
reduce  future net cash  generated  from  apartments  until the  proceeds can be
reinvested in other income producing properties.


Results of Operations for the Three Months Ended March 31, 2001 and 2000

     Rental  Operations-Same Store Apartments.  The following table compares the
performance  of  all  2,301  units  of  our  eleven  wholly  owned   residential
communities  which we owned for the first quarter of both 2001 and 2000.  ("same
store" results) (Dollars in thousands, except average monthly rent)

<TABLE>
<CAPTION>
                                                    Three months ended March 31,
                               %      Change from   ----------------------------
                             Change   2000 to 2001      2001           2000
                            --------  ------------  ------------   -------------
<S>                         <C>       <C>           <C>            <C>
Rental income                  4.2%      $ 188        $ 4,696         $ 4,508

Personnel                     (3.5)        (17)           481             498
Utilities                      0.9           2            142             140
Operating                     (5.6)        (10)           176             186
Maintenance and grounds        9.1          29            347             318
Taxes and insurance           16.7          68            475             407
Depreciation                   6.4          36            610             574
                            --------  ------------  ------------   -------------
Total expenses                 5.1         108          2,231           2,123

Operating income               3.3%      $  80        $ 2,465         $ 2,385

Expense ratio (1)                -         0.1%          34.5%           34.4%
</TABLE>

     (1)  Represents  total  operating  expenses  (excluding   depreciation  and
amortization) divided by rental revenues.


<PAGE>





         The eleven "same store" apartment communities are as follows:

<TABLE>
<CAPTION>
                                                         Three Months ended March 31,
                                   -----------------------------------------------------------------------------
                                             Average Occupancy (1)                 Average Rental Rate (2)
                                   -------------------------------------    ------------------------------------

Community                 Units     % Change        2001          2000       % Change        2001         2000
-------------------     --------   ----------    ---------    ----------    ---------    ----------    ---------
<S>                     <C>        <C>           <C>          <C>           <C>          <C>           <C>
Woodcrest                  248        1.9%         98.4%         96.5%        (3.3)%        $524         $542
                        --------   ----------    ---------    ----------    ---------    ----------    ---------
   Total Augusta           248        1.9          98.4          96.5         (3.3)          524          542

Quarterdeck                230       (2.6)         96.2          98.8          9.5           762          696
Summit Place               226       (0.6)         96.8          97.4          3.9           563          542
Waters Edge                200       (1.1)         96.2          97.3          3.5           653          631
Windsor Place              224       (1.4)         96.5          97.9          5.2           650          618
                        --------   ----------    ---------    ----------    ---------    ----------    ---------
   Total Charleston        880       (1.5)         96.4          97.9          5.8           658          622

Greentree                  194        1.9          96.4          94.5          4.0           650          625
Long Point                 308        1.8          95.9          94.1          3.7           868          837
Huntington                 147        3.7          96.4          92.7          2.0           661          648
Magnolia Villas            144        0.9          95.8          94.9          4.9           685          653
Marsh Cove                 188        0.8          96.0          95.2          3.5           731          706
West Wind                  192        2.6          95.7          93.1          2.3           750          733
                        --------   ----------    ---------    ----------    ---------    ----------    ---------
   Total Savannah        1,173        1.9          96.0          94.1          3.3           742          718

Total                    2,301        0.6%         96.4%         95.8%         3.6%         $686         $662
</TABLE>

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

     Despite heavy building in Charleston and a slowing  national  economy,  our
wholly owned  portfolio's net operating  income before  depreciation was up 3.9%
for the quarter on revenue growth of 4.2% and an operating  expense  increase of
4.6%.  Charleston  net  operating  income  was up 2.9% with a 1.5%  decrease  in
occupancy  and a 5.8%  increase in average  rents while  Savannah net  operating
income was up 4.6% with a 1.9%  increase  in  occupancy  and a 3.3%  increase in
average rents.

     We  expect  Savannah's  occupancy  to remain  stable  for the rest of 2001.
Charleston has experienced heavy new apartment  construction and we believe that
citywide occupancy could continue to drop in that market.

     The  increase in  operating  expense was  primarily  due to the increase in
insurance,  property tax and turnover  expenses,  but was partially  offset by a
decrease in the management expenses. Hazard insurance doubled as a result of our
coastal  exposure,  the general market  conditions and our loss  experience.  An
increase  in  turnover  and  contract   service  expense  was  offset  by  lower
maintenance employee expense and other maintenance costs.

<PAGE>

     Rental Operations-Commercial.  The company owns three commercial properties
in the Augusta area. Occupancy for the properties was less than 60% at March 31,
2001.  Net  operating  income  before  depreciation  totaled $3 thousand and $10
thousand in 2001 and 2000, respectively.


     Land. We own  approximately  4,659 acres of unimproved land, of which 2,548
acres are  subject  to clay and sand  mining  leases.  Gross  income,  primarily
mineral  royalties,  increased 8% to $128  thousand in the first quarter of 2001
from $119 in 2000.


     Property  Management Fees.  Management fee income increased to $92 thousand
in the first quarter 2001 from $21 thousand in 2000 due to the addition of 2,061
units under third  party  contracts  in the second half of 2000 and in the first
quarter of 2001.  We are presently  seeking  additional  third party  contracts.
(Dollars in thousands)

<TABLE>
<CAPTION>
                                       Three Months ended March 31,
                                       ----------------------------
                                           2001            2000
                                       ------------    ------------
                                       Units   Fees    Units   Fees
                                       -----   ----    -----   ----
         <S>                           <C>     <C>     <C>     <C>
         Residential communities       1,630   $ 86      56     $ 7
         Commercial                       15      6      15      14
                                       -----   ----    -----   ----
            Total                      1,645   $ 92      71    $ 21
</TABLE>

     Development  Fees.  Development  fee income was $20  thousand for the first
quarter 2001, down from $152 thousand in 2000. All development fees in the first
quarter of 2001 were from a third party development contract in Savannah and all
fees during the same period in 2000 were earned from services provided to Equity
Residential.   These  development   assignments  with  Equity  Residential  were
completed during 2000.


     Sale of  Condominium.  During the first  quarter  2001,  we sold one of the
seven  condominium  units at 214 Calhoun  Street in Charleston for $302 thousand
and a profit $39  thousand.  In May 2001 we sold  another  smaller unit for $200
thousand and an estimated profit of $25 thousand.


     Interest  Expense.  Interest  expense remained flat at $1.8 million for the
first three months of 2001 compared to 2000. The increase in  construction  loan
interest  was  offset  by  the  increase  in  interest  capitalized  related  to
development and the slightly lower mortgage interest expense.

     Capitalized  interest  increased $97 thousand  primarily due to the ongoing
construction  of the Merritt at James Island  apartment  community in Charleston
and  the  commencement  of  construction  in  February  2001 of the  Merritt  at
Whitemarsh  apartment community in Savannah.  At March 31, 2001, we had borrowed
$8.1  million  against  the $16.2  million  James  Island loan and had not drawn
against the $14.5 million Whitemarsh loan. We spent  approximately $600 thousand
on Whitemarsh, including loan-closing costs, in the first quarter 2001. (Dollars
in thousands)


<PAGE>

<TABLE>
<CAPTION>
                                                  Three months ended March 31,
                                 Change from      ----------------------------
                                 2000 to 2001         2001            2000
                                ---------------   -----------     ------------
<S>                             <C>               <C>             <C>
Line of credit                       $ (4)           $  24           $  28
Construction loans                    131              131               -
Mortgage loans                        (33)           1,790           1,823
                                ---------------   -----------     ------------
Total interest cost                    94            1,945           1,851
Capitalized for development           (97)            (185)            (88)
                                ---------------   -----------     ------------
Interest expense                     $ (3)         $ 1,760         $ 1,763
</TABLE>

     General and Administrative  Expenses.  General and administrative  expenses
increased  $136 thousand,  or 18.5%,  to $868 for the first three months in 2001
from  $732  thousand  in 2000.  The  increase  was due to a  greater  number  of
employees and increased third party management travel costs.


     Income Before Taxes. Income before taxes decreased $80 thousand, or 69%, to
$35 thousand  for the three  months ended March 31, 2001 from $115  thousand for
2000. The decrease was due to the $137 thousand,  or 19%,  increase in corporate
overhead and the $132  thousand,  or 87%,  decrease in  development  fee income;
offset  somewhat by the $46  thousand,  or 9%,  increase in rental income net of
interest expense,  the $72 thousand,  or 349%, increase in management fee income
and the $71 thousand, or 48%, increase in development sales and other income.


     Income Taxes. Income tax expense for the three month period ended March 31,
2001 totaled $13 thousand and consisted of $119  thousand in current  income tax
benefit and $132 thousand in deferred income tax expense. Income tax expense for
2000 totaled $43 thousand and consisted of $150  thousand in current  income tax
benefit and $193 thousand in deferred income tax expense.


     Funds From Operations.  For the first quarter of 2001 funds from operations
totaled $756  thousand  about the same as $708  thousand in 2000.  However,  the
first  quarter 2000 included  $152  thousand in non  recurring  development  fee
income. (Dollars in thousands)

<TABLE>
<CAPTION>
                                                            Three months ended March 31,
                                                            ----------------------------
                                                              2001                2000
                                                            --------           ---------
<S>                                                         <C>                <C>
Net income                                                    $ 22                $ 72
Add: depreciation of real estate owned                         682                 584
Add: tax benefit resulting from permanent difference in
     book and tax basis                                         52                  52
                                                            --------           ---------
Funds from operations available to common shares              $756               $ 708
                                                            ========           =========
Weighted average common shares outstanding-
     Basic                                                   2,280               2,217
     Diluted                                                 2,423               2,293
</TABLE>
<PAGE>



     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 accounting  principles  generally  accepted in the
United  States,  GAAP,  and should not be  considered as an  alternative  to net
income,  or as an  indicator of the  company's  operating  performance,  or as a
measure of the company's liquidity. The company defines funds from operations as
net income computed in accordance with GAAP,  excluding  non-recurring items and
net realized gains (losses), plus depreciation of operating real estate.


     Projects Under Development.  Construction of Merritt at James Island, a 230
unit apartment  community located in Charleston,  was approximately 60% complete
at March 31, 2001.  The project  should be completed in the fall of 2001 and the
$17.3 million cost will be permanently funded with non-recourse  financing.  The
first units should be available for occupancy this summer.

     In February 2001 we began the construction of Merritt at Whitemarsh,  a 241
unit luxury apartment  community located in Savannah.  Like the Merritt at James
Island,  this  community  will  feature  elevators in some  buildings  and other
amenities,  which  will open it to a group of  renters  not  normally  served by
garden apartments. Total construction costs will be approximately $19.5 million.
The first units should be available for occupancy late this year.

     Renovation  of  the  Calhoun  Street   condominiums   located  in  downtown
Charleston was completed in 2000 for a total investment of $1.7 million.  Two of
the seven units have been sold as of May 2001.

     In March we closed the  purchase  for $1.3  million of a 28.8 acre tract of
land located in Jasper County,  South Carolina near Hilton Head Island, which is
suitable for the  construction  of a 254 unit apartment  community.  The site is
located on heavily traveled Highway 170 between Hilton Head and Beaufort, and is
within commuting distance of the fast growing Airport area of Savannah, Georgia.
We plan to build apartments on this tract when market conditions are favorable.

     We own a 35 acre site  adjacent  to our Waters  Edge  community,  and lying
along the Ashley River in the Summerville  area of Charleston.  We are currently
exploring the  possibility  of either  developing or selling this tract which is
permitted for up to nine single family lots.


     Financial  Structure.  We use debt to finance most of its  acquisitions and
development activities and, as a result, is a highly leveraged company. At March
31, 2001 total debt equaled 88% of total capitalization at cost and 83% of total
capitalization with equity valued at market (2,712,966 shares outstanding at the
March 31, 2001 closing price of $7.56 per share). (Dollars in thousands)
<PAGE>

<TABLE>
<CAPTION>
                                        Equity at                     Equity at
                                             Book         % of           Market          % of
                                            Value        Total            Value         Total
                                      --------------  -----------  ---------------  ------------
          <S>                         <C>             <C>          <C>              <C>
          Term loan                     $   2,711          79%         $  2,711          74%
          Construction loan                 8,070           7             8,070           7
          Mortgage loans                   90,821           2            90,821           2
                                      --------------  -----------  ---------------  ------------
          Total debt                      101,602          88           101,602          83
          Common stock                     14,020          12            20,518          17
                                      --------------  -----------  ---------------  ------------
          Total capitalization          $ 115,622         100%         $122,120         100%
                                      ==============  ===========  ===============  ============
</TABLE>

     Liquidity.  We expect to meet our short-term  liquidity  requirements  with
working capital, cash provided by operating activities,  construction loans, and
the possible sale of some or all of five apartment communities and other assets.
Our primary short-term  liquidity needs include but are not limited to operating
expenses,  capital  improvements  and the  development  of both the  Merritt  at
Whitemarsh and Merritt at James Island  communities.  Capital  improvements  are
expected to remain substantially down for the rest of 2001 as compared to 2000.

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


     Cash Flows.  Cash and cash  equivalents  totaled  $4.1 million at March 31,
2001, down $352 thousand from $4.5 million at December 31, 2000.  While net cash
provided by  existing  operations  was $938  thousand,  the company  utilized an
additional $566 thousand for capital  improvements on existing  properties.  The
company  spent  $1.0  million  net  of   construction   loans  on  the  existing
developments and acquired the Sun City  development  land for $1.3 million.  The
Sun City land was financed by a portion of the new $2.7  million term loan;  the
loan's remaining  proceeds were used to pay off the $1.5 million line of credit.
we also received $344 thousand from the repayment of the ESOP note receivable.


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


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


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

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

     There have been no  significant  changes to the company's  reported  market
risk since December 31, 2000.

<PAGE>


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

Item 1. Legal Proceedings

         None

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults Upon Senior Securities

         None

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

         None

Item 5. Other Information

         None
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

         a.   Exhibits:
              (3.i)  Articles of  Incorporation,  as amended by Articles of
              Amendment to Articles of  Incorporation  re Series A Redeemable
              Cumulative  Preferred  Stock (incorporated herein by reference to
              Exhibit 3(i) to the company's Annual Report on Form 10-K filed
              March 31, 2000, 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, 2000).

         b.   Reports on Form 8-K. The registrant  filed no reports on Form 8-K
              during the first quarter of 2001.

<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 15, 2001