Exhibit 10.2.7


      SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


           THIS  SUPPLEMENTAL  REGISTRATION  RIGHTS AND LOCK-UP  AGREEMENT (this
"Agreement")  is made and entered into as of July 1, 1996, by and among COLONIAL
PROPERTIES  TRUST (the  "Company")  and COLONIAL  COMMERCIAL  INVESTMENTS,  INC.
("CCII"),  THOMAS H.  LOWDER,  JAMES K.  LOWDER,  and the other  parties who are
signatories hereto.  Thomas H. Lowder and James K. Lowder are referred to herein
collectively as the "Lowder brothers."

           WHEREAS, on September 29, 1993 the Company, Colonial Properties, Inc.
(of which CCII is the successor),  the Lowder brothers 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 Colonial  Realty  Limited  Partnership
(the "Operating  Partnership")  certain  registration  rights,  and such holders
agreed to certain lock-up arrangements;

           WHEREAS,  on the date  hereof,  CCII is or will  become  the owner of
58,466 Units (the  "Additional  Units") in  connection  with the transfer to the
Operating Partnership of certain land located in North Macon, Georgia;

           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,  CCII 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 terms
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) CCII 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 date hereof (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  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;

                     (ii) a Holder  that is a  corporation,  partnership,  joint
                venture or other  business  entity may Dispose of New Securities
                to  one or  more  other  entities  that  are  wholly  owned  and
                controlled,  legally  and  beneficially,  by such Holder or by a
                Person that directly or indirectly wholly owns and controls such
                Holder;

                     (iii)a  Holder may Dispose of New  Securities on his or her
                death  to  such  Holder's  estate,  executor,  administrator  or
                personal   representative  or  to  such  Holder's  beneficiaries
                pursuant  to a devise or bequest  or by the laws of descent  and
                distribution;

                     (iv) at the election of the  Company,  a Holder may Dispose
                of New Securities in an underwritten public offering;

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

                     (vi) 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.

                3(c) Each of the Lowder brothers hereby agrees that,  during the
Lock-Up Period,  he will not, without the prior consent of the Company,  Dispose
of his indirect  interest in any New Securities held by CCII by Disposing of his
interest in (or  permitting the sale of equity  interests in) CCII,  except that
the Lowder  brothers may Dispose of their interests in such entities to the same
extent that the  Holder(s)  may transfer New  Securities as set forth in Section
3(b) hereof.

           4.   Shelf Registration Under the Securities Act.

                Beginning after the expiration of the Lock-up Period, the Holder
shall be entitled to offer for sale  pursuant to a  Registration  Statement  any
Registrable  Securities held by the Holder, 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 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 be provided by the Company to each Holder of New Securities
at least  thirty  (30)  days  prior  to the  effective  date of such  amendment,
modification or supplement.

                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.



<PAGE>


           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:
120 University Park Drive           COLONIAL PROPERTIES TRUST
Suite 150
Orlando, Florida  32792
                                    By:___/s/ Douglas B. Nunnelley
                                          Douglas B. Nunnelley
                                          Senior Vice President and
                                               Chief Financial
                                    Officer


                                    HOLDERS:
Address:
Energen Plaza COLONIAL COMMERCIAL 2101 Sixth Avenue North INVESTMENTS, INC.
Suite 750
Birmingham, Alabama  35202

                                    By:___/s/ James K. Lowder
                                          Name:  James K. Lowder
                                          Title:    President



Address:                            ______/s/ Thomas H. Lowder
Energen Plaza                             Thomas H. Lowder
2101 Sixth Avenue North
Suite 750
Birmingham, Alabama  35203



Address:                            ______/s/ James K. Lowder
200 Interstate Parkway                    James K. Lowder
Suite 400
Montgomery, Alabama  36104




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      SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                     Dated as of July 1, 1996

                           by and among

                     COLONIAL PROPERTIES TRUST

                                and

      Certain Direct and Indirect Holders of Common Shares of

                    Beneficial Interest Therein

               and/or Limited Partnership Interests

              of Colonial Realty Limited Partnership






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