Exhibit 10.2.3


                   REGISTRATION RIGHTS AGREEMENT


           This Registration Rights Agreement (this "Agreement")
is made and entered into as of November 4, 1994, by and between
Colonial Properties Trust (the "Company") and Thomas H. Lowder,
James K. Lowder, and Robert E. Lowder (the "Sellers").

           WHEREAS,  each of the Sellers is a party to a Registration Rights and
Lock-Up  Agreement  made and entered into as of September 29, 1993, by and among
the Company,  the Sellers, and certain other parties who are signatories thereto
(the "1993 Agreement").

           WHEREAS,  this Agreement is made and entered into in connection  with
and on the  date  of the  sale  to  Colonial  Realty  Limited  Partnership  (the
"Operating  Partnership")  by the Sellers of their one-half  interest in certain
land  located in Mobile,  Alabama to be used in  development  of Phase II of the
Operating Partnership's existing Inverness Apartments (the "Inverness Land").

           WHEREAS,  in connection  with the sale of their one-half  interest in
the Inverness Land to the Operating  Partnership,  the Operating  Partnership is
issuing to the Sellers on the date hereof  Class B units of limited  partnership
interests in the Operating  Partnership  (such units,  together with the Class A
units into which they will convert in the future, the "New Units").

           WHEREAS,  in order to induce  the  Sellers  to sell to the  Operating
Partnership  their  one-half  interest in the Inverness Land in exchange for the
New Units, the Company desires to enter into this Agreement with the Sellers.

           NOW,   THEREFORE,   the  parties  hereto,  in  consideration  of  the
foregoing,  and the agreements,  terms and conditions hereinafter set forth, and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, agree as follows:

           1. Definitions. All capitalized terms set forth herein shall have the
meanings assigned to them in Section 1 of the 1993 Agreement,  unless such terms
are otherwise specifically defined herein.

           2.   Registration Rights.

                2(a) The parties hereto agree that the New Units shall be deemed
to be "Units" for purposes of the 1993  Agreement,  and that,  as such,  the New
Units shall be deemed  entitled to all the rights and benefits and to be subject
to all of the terms  and  conditions  of the 1993  Agreement,  which are  hereby
incorporated  by  reference  except  as  otherwise  provided  herein;  provided,
however,  that Sections 2 and 7(d) of the 1993 Agreement  shall not apply to the
New Units or any Common  Shares  issued  upon the  redemption  thereof,  and all
references to the Lock-Up or to the Lock-Up Period shall be  inapplicable to the
New Units and to any Common Shares issued upon the redemption thereof.

                2(b) The parties  hereto agree that each of the Sellers shall be
deemed to be an  "Affiliated  Holder" for  purposes of the 1993  Agreement.  For
purposes of the first sentence of Section 3(a) of the 1993 Agreement, the rights
of each  Affiliated  Holder  shall  begin on the first  anniversary  of the date
hereof with respect to the New Units.

                3. Amendments and Waivers.  Notwithstanding  Section 7(a) of the
1993 Agreement,  this Agreement may be amended,  modified or  supplemented,  and
waivers or consents to  departures  from the  provisions  hereof and of the 1993
Agreement may be given,  upon the written consent of the Company and the holders
of a majority in amount of the New Units  (including  any Common  Shares  issued
upon the redemption thereof).

                4. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

           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.


                                    COLONIAL PROPERTIES TRUST




                                    By:___/s/ Douglas B. Nunnelley
                                          Douglas B. Nunnelley
                                          Senior Vice President
                                             and Chief Financial
Officer


                                    By:___/s/ Thomas H. Lowder
                                          Thomas H. Lowder


                                    By:___/s/ James K. Lowder
                                          James K. Lowder


                                    By:___/s/ Robert E. Lowder
                                          Robert E. Lowder