<PAGE>
                                                                     EXHIBIT 4.1

 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS AND AVAILABILITY OF A FULL STATEMENT
DESCRIBING THE CORPORATION'S CAPITAL STOCK, THE RIGHTS AND CERTAIN RESTRICTIONS
                          ON TRANSFER AND REDEMPTION

<TABLE>
<S>                               <C>                      <C>
         COMMON STOCK                    [LOGO]                COMMON STOCK

 INCORPORATED UNDER THE LAWS      IRT PROPERTY COMPANY        SEE REVERSE FOR
   OF THE STATE OF GEORGIA                                  CERTAIN DEFINITIONS
</TABLE>



       THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. OR ATLANTA, GA.

THIS CERTIFIES THAT                                            CUSIP 450058 10 2

IS THE OWNER OF

         FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $1.00
PER SHARE, OF IRT Property Company transferable on the books of the Corporation
by the holder hereof in person or by duly authorized Attorney upon surrender of
this certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.

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

Dated

COUNTERSIGNED AND REGISTERED:
         SUNTRUST BANK, ATLANTA                           CHAIRMAN AND PRESIDENT

                                AS TRANSFER AGENT
                                  AND REGISTRAR

                               AUTHORIZED SIGNATURE                    SECRETARY

The Corporation will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations, and relative
rights of the shares of each class of capital stock authorized to be issued, and
the variations and the relative rights and preferences between shares of each
series of preferred or other capital stock insofar as the same have been fixed
and determined, and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series.

ARTICLE X OF THE CORPORATION'S AMENDED AND RESTATED ARTICLES OF INCORPORATION

         If the Directors shall, at any time when the corporation is being, or
intended to be, operated in a manner so as to qualify as a real estate
investment trust under the Internal Revenue Code, be of the good faith opinion
that direct or indirect ownership of shares of the corporation has or may become
concentrated to an extent which is contrary to the requirements of Section
856(a)(5) and (6) of the Internal Revenue Code, then the Directors shall have
the power (i) to call for redemption a number of such concentrated shares
sufficient, in the opinion of the Directors, to maintain or bring the direct or
indirect ownership of shares of the corporation into conformity with the
requirements of said Section 856(a)(5) and (6) and (ii) to refuse to transfer
shares to any person whose acquisition of the shares in question would, in the
opinion of the Directors, result in a violation of said Section 856(a)(5) or
(6). The redemption price shall be equal to the fair market value of the shares
as reflected in the latest bid quotation for the shares (if then traded
over-the-counter) or the closing price (if then listed on a national securities
exchange) on the business day preceding the day on which notice of redemption is
sent, or, if no quotations or closing sale price for the shares are available as
otherwise determined in good faith by the Directors. From and after the date
fixed for redemption by the Directors, the holder of any shares so called for
redemption shall cease to be entitled to dividends, voting rights and other
benefits with respect to such shares excepting only the right to payment of the
redemption price fixed as aforesaid. For the purpose of this Article, (a) the
term "person" shall include any "individual" which term, in turn, shall be
construed as defined in Section 542(a)(2) of the Internal Revenue Code, and (b)
"ownership" of shares shall be determined as provided in Section 544 of the
Internal Revenue Code. References herein to provisions of the Internal Revenue
Code as in effect on the date of the incorporation of the corporation shall
include references to any successor provision of said Code as subsequently
amended of similar import.

         Notwithstanding the provisions of this Article X, nothing in these
Articles of Incorporation will preclude the settlement of any trade entered into
through the facilities of the New York Stock Exchange.

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


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TEN COM - as tenant in common           UNIF GIFT MIN ACT-______Custodian_______
TEN ENT - as tenants by the entireties                    (Cust)         (Minor)
JT TEN  - as joint tenants with right of
          survivorship and not as tenants        Under Uniform Gifts to Minors
          in common                               Act_________
                                                      (State)

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

For Value Received, _______________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
                [BOX]


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   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
                                   ASSIGNEE)

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                                                                          Shares
--------------------------------------------------------------------------

of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.

Dated
     -------------------------


                                        ----------------------------------------

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





             SIGNATURE(S) GUARANTEED:
                                        ----------------------------------------
                                        THE SIGNATURE(S) SHOULD BE GUARANTEED
                                        BY AN ELIGIBLE GUARANTOR INSTITUION
                                        (BANKS, STOCKBROKERS, SAVINGS AND
                                        LOAN ASSOCIATIONS AND CREDIT UNIONS
                                        WITH MEMBERSHIP IN AN APPROVED
                                        SIGNATURE GUARANTEE MEDALLION
                                        PROGRAM), PURSUANT TO S.E.C. RULE
                                        17Ad-15.

Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, dated as of August 21, 1998
(as such may be amended from time to time, the "Rights Agreement"), between IRT
Property Company (the "Company") and SunTrust Bank, Atlanta, as Rights Agent,
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights may be
redeemed, may become exercisable for securities or assets of the Company or of
another entity, may be exchanged for shares of Common Stock or other securities
or assets of the Company, may expire, may become void (if they are "Beneficially
Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such
terms are defined in the Rights Agreement, or by any transferee of any of the
foregoing) or may be evidenced by separate certificates and may no longer be
evidenced by this certificate. The Company will mail or arrange for the mailing
of a copy of the Rights Agreement to the holder of this certificate without
charge promptly after the receipt of a written request therefore.