Exhibit 10.2.11


SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         THIS  SUPPLEMENTAL  REGISTRATION  RIGHTS AND  LOCK-UP  AGREEMENT  (this
"Agreement")  is made and entered  into as of November  18,  1998,  by and among
COLONIAL  PROPERTIES  TRUST,  an  Alabama  real  estate  investment  trust  (the
"Company"),  Colonial Realty Limited Partnership, a Delaware limited partnership
(the "Operating Partnership"), and COLONIAL COMMERCIAL INVESTMENTS, INC.
("CCI").
         WHEREAS, on September 29, 1993 the Company,  Colonial Properties,  Inc.
(of which  CCI is the  successor)  and  certain  other  parties  entered  into a
Registration Rights and Lock-up Agreement (the "Initial  Agreement") pursuant to
which the Company granted to certain holders of Units (as defined in the Initial
Agreement) of the Operating  Partnership certain  registration  rights, and such
holders agreed to certain lock-up arrangements;
         WHEREAS,  on July 1, 1996, CCI and certain other parties entered into a
Supplemental Registration Rights and Lock-Up Agreement pursuant to which certain
additional  Units  became  subject to the terms and  conditions  of the  Initial
Agreement;
         WHEREAS,  on July 1,  1997,  CCI  entered  into a  second  Supplemental
Registration  Rights and Lock-Up Agreement  pursuant to which certain additional
Units became subject to the terms and conditions of the Initial Agreement;
         WHEREAS,  on October 7, 1998,  CCI became the owner of 34,700  Units in
connection with the transfer to the Operating Partnership of a certain parcel of
land in Montgomery  County,  Alabama,  commonly known as a portion of Montgomery
Promenade;
         WHEREAS,  on the date hereof, CCI is or will become the owner of 36,647
Units (such number of Units,  together  with the 34,700 Units  described  above,
shall be referred to hereinafter as the  "Additional  Units") in connection with
the transfer to the Operating Partnership of Research Office Park-Huntsville, an
office complex in Huntsville, Alabama; and
         WHEREAS,  the parties hereto have agreed that, except as stated herein,
the  Additional  Units  shall be subject  to, and the  parties  hereto  shall be
governed by, the terms and conditions of the Initial Agreement.
         NOW, THEREFORE,  the parties hereto, in consideration of the foregoing,
the mutual  covenants and agreements  hereinafter set forth,  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged, agree as follows:
         1.       General.
                  1(a) Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in the Initial Agreement.
                  1(b) Except as otherwise  provided herein, CCI and the Company
shall have all of the  rights and  obligations  with  respect to the  Additional
Units as are  provided for in the Initial  Agreement  with respect to the Common
Shares and Units expressly referred to therein.  Nothing in this Agreement shall
be deemed to amend,  waive,  supplement,  or  otherwise  affect the terms of the
Initial Agreement.
         2.       Definitions.
         Except as otherwise provided herein,
                  2(a) The Additional Units shall be deemed "Units" as that term
is  defined  in the  Initial  Agreement,  and  any  Common  Shares  issued  upon
redemption of Additional  Units shall be deemed "Shares" as that term is defined
in the Initial  Agreement.  The Additional  Units and any Common Shares issuable
upon redemption of Additional Units are referred to herein  collectively as "New
Securities."
                  2(b)  Any  Common  Shares   issued  upon  the   redemption  of
Additional  Units  shall be  deemed  "Registrable  Securities"  as that  term is
defined in the Initial Agreement.
                  2(c) CCI and its  permitted  successors  and assigns  shall be
deemed  "Holders" as that term is defined in the Initial  Agreement and shall be
referred to as Holders herein.
         3.       Lock-up Agreement.
                  3(a)  Notwithstanding any other provision of this Agreement or
the Initial  Agreement,  the Holder hereby  agrees that,  except as set forth in
Section  3(b)  below,  for a period  of one year  from the  respective  dates of
issuance  of the  Additional  Units (the  "Lock-up  Period"),  without the prior
written consent of the Company,  it will not offer,  pledge,  sell,  contract to
sell,  grant any options for the sale of or  otherwise  dispose of,  directly or
indirectly (collectively, "Dispose of"), any New Securities (the "Lock-up").
                  3(b) The following  transfers of New  Securities  shall not be
subject to the Lock-up set forth in Section 2(a):

     (i) a Holder may  Dispose  of New  Securities  as a gift or other  transfer
without consideration;

(ii) a Holder who is a natural  person may Dispose of New  Securities  to his or
her  spouse,  siblings,  parents or any  natural or  adopted  children  or other
descendants or to any personal trust in which such family members or such Holder
retain  the  entire  beneficial  interest;  (iii) a Holder  may  Dispose  of New
Securities to any entity that  controls,  is  controlled  by, or is under common
control with such Holder; and

     (iv) a Holder may Dispose of New Securities pursuant to a pledge,  grant of
security interest or other encumbrance  effected in a bona fide transaction with
an unrelated and  unaffiliated  pledgee.  In the event a Holder  Disposes of New
Securities  described  in this  Section  3(b)  (except  pursuant  to clause (iv)
hereof),  such New  Securities  shall remain subject to this Agreement and, as a
condition of the validity of such disposition,  the transferee shall be required
to execute and deliver a counterpart  of this  Agreement  (except that a pledgee
shall not be required to execute and  deliver a  counterpart  of this  Agreement
until it forecloses upon such New Securities). Thereafter, such transferee shall
be deemed to be a Holder for purposes of this Agreement.

         4.       Shelf Registration Under the Securities Act.
                  Beginning  after the  expiration  of the Lock-up  Period,  the
Holder(s)  shall be  entitled  to  offer  for sale  pursuant  to a  Registration
Statement any Registrable Securities held by the Holder(s), subject to the terms
and conditions, and pursuant to the procedures, specified in Sections 3 and 4 of
the Initial Agreement.
         5.       Indemnification; Contribution.
                  The parties agree to indemnify and hold harmless, with respect
to any registration of Registrable  Securities hereunder,  to the same extent as
specified in Section 5 of the Initial Agreement.
         6.       Rule 144 Sales.
                  The  Company  covenants  to  undertake  all such  steps as are
specified in Section 6 of the Initial Agreement in order to enable any Holder to
sell Common  Shares  issued or issuable  upon  redemption  of  Additional  Units
pursuant to Rule 144 under the Securities Act.
         7.       Miscellaneous.
                  7(a) Amendments and Waivers. The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given without the written consent of the Company and the Holders of a
majority in amount of the outstanding New Securities; provided, however, that no
amendment, modification or supplement or waiver or consent to the departure with
respect to the  provisions of Sections 3, 4, 5 or 6 hereof shall be effective as
against any person who is then a Holder of New Securities unless consented to in
writing by such Holder of New Securities. Notice of any amendment,  modification
or supplement  to this  Agreement  shall  promptly be provided by the Company to
each Holder of New Securities.
                  7(b) Notices; Counterparts;  Headings; Successors and Assigns;
Specific  Performance;  Governing  Law.  The parties  agree to be governed  with
respect to the subject  matter  hereof by the  provisions  set forth in Sections
7(b), 7(c), 7(e), 7(f), 7(g) and 7(h) of the Initial Agreement.
                  7(c)  Entire  Agreement.  This  Agreement  is  intended by the
parties  as a final  expression  of  their  agreement  with  respect  to the New
Securities  and is  intended to be a complete  and  exclusive  statement  of the
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter  contained  herein.  This Agreement  supersedes all prior  agreements and
understandings between the parties with respect to such subject matter.

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement, or caused this Agreement to be duly executed on its behalf, as of the
date first written above. Address:

2101 6th Avenue North,     COLONIAL PROPERTIES TRUST
Suite 750
Birmingham, Alabama 35202
By:/s/ Paul F. Earle
Name:  Paul F. Earle
Title:    Executive Vice President

2101 6th Avenue North,     COLONIAL REALTY LIMITED
Suite 750                  PARTNERSHIP
Birmingham, Alabama 35202

By:      COLONIAL PROPERTIES                HOLDING COMPANY, INC.,
         General Partner

         By: /s/ Paul F. Earle
         Name: Paul F. Earle
         Title:   Executive Vice President


Address: COLONIAL COMMERCIAL INVESTMENTS, INC.
2000 Interstate Park Drive
Suite 400
Montgomery, AL 36109
                  By:      /s/ James K. Lowder
James K. Lowder
President




SUPPLEMENTAL  REGISTRATION RIGHTS AND LOCK-UP AGREEMENT Dated as of November 18,
1998 by and among COLONIAL PROPERTIES TRUST, COLONIAL REALTY LIMITED PARTNERSHIP
and COLONIAL COMMERCIAL INVESTMENTS, INC.