Exhibit 10.2.5


        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  1, 1997,  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 B & G Properties Company LLP ("B & G").

           WHEREAS, on March 25, 1997, the Company,  the Operating  Partnership,
and B & G 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 the date hereof,  B & G will acquire  114,798 Units (the
"Additional Units") in connection with the Operating  Partnership's  acquisition
of B &  G's  26.95%  interest  in  2200/2300  Riverchase  Center  pursuant  to a
Contribution  Agreement  effective  as of  November  1, 1997 by and  between the
Operating Partnership and B & G; and

           WHEREAS,  the  parties  hereto  have  agreed  that,  except as stated
herein,  they and the  Additional  Units shall be governed by and subject to the
Initial Agreement.

           NOW,   THEREFORE,   the  parties  hereto,  in  consideration  of  the
foregoing,  the mutual  covenants and agreements set forth herein 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, B & G 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 or issuable upon the redemption of
Additional  Units  shall be  deemed  "Registrable  Securities"  as that  term is
defined in the Initial Agreement.

                2(c) B & G and its  permitted  successors  and assigns  shall be
deemed a "Holder" as that term is defined in the Initial  Agreement and shall be
referred to as a Holder herein.

           3.   Lock-up Agreement.

                3(a)  Notwithstanding  any other  provision of this Agreement or
the Initial  Agreement,  each 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 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,  each
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 Holder(s) 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;  Successors and Assigns;  Counterparts;  Headings;
Governing  Law;  Specific  Performance.  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:

Colonial Plaza                            COLONIAL PROPERTIES TRUST
2101 6th Avenue North,
Suite 750
Birmingham, Alabama 35203
                                    By:_/s/ Douglas B.
                                    Nunnelley________
                                       Douglas B. Nunnelley
                                       Senior Vice President and
                                    Secretary



Colonial Plaza                            COLONIAL REALTY LIMITED
2101 6th Avenue North,              PARTNERSHIP
Suite 750
Birmingham, Alabama 35203

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

                                          By: _/s/ Douglas B.
                                    Nunnelley__Douglas B. Nunnelley
                                            Senior Vice President and
                                              Secretary

Address:

                                    B & G PROPERTIES COMPANY LLP

729 South 30th Street
Birmingham, Alabama 35233
                                    /s/ M. Miller Gorrie
                                    M. Miller Gorrie
                                    Title:  General Partner




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      SUPPLEMENTAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                   Dated as of November 1 , 1997

                           by and among

                    COLONIAL PROPERTIES TRUST,

                COLONIAL REALTY LIMITED PARTNERSHIP

                                and

                   B & G PROPERTIES COMPANY LLP






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