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                                                                     EXHIBIT 3.9


                            COLONIAL PROPERTIES TRUST

                             ARTICLES SUPPLEMENTARY

                                  RECLASSIFYING

                                2,000,000 SHARES

        8.875% SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES

                                       AND

                                 300,000 SHARES

              9.25% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES

                               Dated June 8, 2004


                  This ARTICLES SUPPLEMENTARY (the "ARTICLES SUPPLEMENTARY") is
made as of the date set forth above by Colonial Properties Trust, an Alabama
real estate investment trust (the "COMPANY").

                  WHEREAS, on February 23, 1999, the Company duly classified
2,000,000 unissued preferred Shares ("PREFERRED SHARES") of the Company, as
described in Section 6.3 of the Declaration of Trust of the Company, as amended
(the "DECLARATION OF TRUST"), as 8.875% Series B Cumulative Redeemable Perpetual
Preferred Shares ("8.875% SERIES B PREFERRED SHARES"), having the designated
voting rights, powers, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations or restrictions
thereof set forth in the Company's Articles Supplementary dated February 23,
1999;

                  WHEREAS, on June 14, 2001, the Company duly classified
2,300,000 unissued Preferred Shares as 9.25% Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest, par value $.01 per share ("9.25% SERIES
C PREFERRED SHARES"), having the designated voting rights, powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof set forth in the Company's
Articles Supplementary dated June 14, 2001;

                  WHEREAS, all 2,000,000 of the 8.875% Series B Preferred Shares
and 300,000 of the 9.25% Series C Preferred Shares remain unissued by the
Company; and

                  WHEREAS, the Board of Trustees of the Company (the "BOARD OF
TRUSTEES") desires to reclassify all 2,000,000 unissued 8.875% Series B
Preferred Shares and the 300,000 unissued 9.25% Series C Preferred Shares and
restore them to the status of unclassified and unissued Preferred Shares capable
of being classified or reclassified from time to time by the Board of Trustees
pursuant to the Declaration of Trust;

                  NOW THEREFORE, in accordance with Section 10-13-7(b) of the
Code of Alabama, the Trustees do hereby set forth and certify the following
information:

                  1. The name of the trust is Colonial Properties Trust.

                  2. Under the authority contained in the Declaration of Trust,
the Board of Trustees has reclassified all 2,000,000 unissued 8.875% Series B
Preferred Shares and the 300,000 unissued 9.25% Series C Preferred Shares as
unclassified preferred Shares, as described in Section 6.3 of the Declaration of
Trust.

                  3. The aggregate number of issued shares of the Company after
giving effect to the reclassification of the aforesaid 8.875% Series B Preferred
Shares and 9.25% Series C Preferred Shares is as follows:



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                  Common Shares of Beneficial Interest            32,556,446

                  9.25% Series C Cumulative Redeemable             2,000,000
                  Preferred Shares of Beneficial Interest

                  8 1/8% Series D Cumulative Redeemable              500,000
                  Preferred Shares of Beneficial Interest


                           [SIGNATURE PAGE TO FOLLOW]



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                  IN WITNESS WHEREOF, the Company has caused this Articles
Supplementary to be executed under seal on this 8th day of June, 2004 by the
undersigned officer, who acknowledges, under penalty of perjury, that this
document is his free act and deed, and that to the best of his knowledge,
information and belief, the matters and facts set forth herein are true in all
material respects.


                                               COLONIAL PROPERTIES TRUST



                                               By: /s/ John P. Rigrish
                                                   -----------------------------
                                                   John P. Rigrish
                                                   Executive Vice President and
                                                   Chief Administrative Officer