SECUTITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           ___________
                                                            
                            Form 10K/A
                          Amendment No. 1
                           ___________
                                                
 (Mark One)
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended 
                       December 31, 1996 
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD       
                      FROM               TO
                   ---------       -----------
               Commission file number: 001-11081
State of Incorporation: Georgia   
I.R.S. Employer Identification Number:  58-0961876
                                                
              -----------------------------------
              Merry Land & Investment Company, Inc.  
      (Exact Name of Registrant as Specified in Its Charter)
                         P.O. Box 1417
                        Augusta, Georgia
              (Address of Principal Executive Officers)
                      
                                                                             
 706 722-6756                                          30903
(Registrant's Telephone)                              (Zip Code)  
 Number, Including Area Code)
                                
Securities registered pursuant to Section 12(b) of the Act:       
Title of Each Class                                   Name of Each Exchange
------------------                                    on Which Registered
                                                      ---------------------
Common Stock, no par value                           New York Stock Exchange
             $1.75 Series A Cumulative Convertible 
Preferred Stock                                      New York Stock Exchange
             $2.15 Series C Cumulative Convertible 
Preferred Stock                                      New York Stock Exchange
                                                
Securities registered pursuant to Section 12(g) of the Act:  None
                                                
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such
filing requirements for the past ninety days:  
                       Yes X    No      .
                        -----       ----- 
                                
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge,in definitive proxy or
information  statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
                                       ----
                                
The aggregate market value of the voting stock held by non affiliates of the
registrant on January 31, 1997: Common Stock, no par value - $778,561,854
(all shares other than those owned or controlled by officers, directors, and
5% shareholders). 
                                
The number of shares of common stock outstanding as of January 31, 1997 was
38,143,781.
                                
Documents incorporated by reference: The 1997 definitive proxy statement to
be mailed to shareholders for the annual meeting scheduled for April 21,
1997, is incorporated by reference into Part III of this form 10-K.

<PAGE>                               
Part IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

a) FINANCIAL STATEMENTS.  The following schedule lists the
financial statements as filed as part of this report:

          Report of Independent Public Accountants
          Balance Sheets
          Statements of Income
          Statements of Changes in Stockholders  Equity
          Statements of Cash Flows
          Reconciliation of Net Income to Cash Flows
          Notes to Financial Statements

  2. FINANCIAL STATEMENT SCHEDULES.  The following schedule lists
  the financial statement schedules required to be filed by Item
  8 and Item 14(d) of Form 10-K:
  
          Report of Independent Public Accountants on Schedules
          Real Estate and Accumulated Depreciation
  
  3. Exhibits.
  
    (3.i)   Amended and Restated Articles of Incorporation (incorporated
            herein by reference to Exhibit 4(a) to the Company's Shelf
            Registration Statement on Form S-3 filed December 15, 1995, file
            number 33-65067), as amended by Articles of Amendment to Articles
            ofIncorporation re Series D Preferred Stock incorporated herein 
            by reference to Exhibit 4 to the Company's current report on
            Form 8-K filed December 11, 1996).

    (3.ii)  By-laws (incorporated herein by reference to Exhibit 3(ii) of
            Item 14 of the Company's Annual Report on Form 10-K for the year
            ended December 31,1993).
  
    (4)     Instruments Defining Rights of Security Holders, Including
            ----------------------------------------------------------
            Indentures
            ----------
    (4.1)   The Company's $120,000,000 7 1/4% Notes due 2005 (incorporated
            herein by reference to Item 7,Exhibit 4A to the Company's
            Form 8-K filed June 23, 1995).

    (4.2)   Indenture (incorporated herein by reference to Item 7, Exhibit 4B
            to the Company's Form 8-K filed June 23, 1995).
  
    (4.3)   First Supplemental Indenture (incorporated herein by reference to
            Item 7, Exhibit 4C to the Company's Form 8-K filed June 23, 1995).

    (4.4)   The Company's $40,000,000 7 1/4% Notes due 2002 (incorporated
            herein by reference to Exhibit 4A to the Company's on Form 8-K
            filed September 1, 1995).
   
    (4.5)   The Company's $40,000,000 6.875% Notes due 2003 and $40,000,000
            6.875% Notes due 2004 (incorporated herein by reference to
            Exhibit 4A to the Company's Form 8-K filed November 8, 1995.)
  
    (10)    Material Contracts.
            -------------------
    (10.1)  Credit Agreement between the Company and  Lenders for a $100
            million credit facility (incorporated herein by reference to
            Item 7, Exhibit 10 to the Company's Form 8-K filed July 15, 1996).
  
    (10.2)  $120,000,000 6.625% Senior Notes/Note Purchase Agreement
            (incorporated herein by reference to Exhibit 10.ii of Item 6 of
            the Company's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1993).
  
    (10.3)  1993 Incentive Stock Option Plan (incorporated herein by
            reference to Exhibit(10.2.1) of item 14 of the Company's Annual
            Report on Form 10-K for the year ended December 31, 1993).

    (10.4)  Executive Officer Restricted Stock Loan Plan, as amended
            (incorporated herein by reference to Exhibit (10.2.2) of the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 1993).
  
    (10.5)  Employee Stock Ownership Plan and Trust Agreement (incorporated 
            herein by reference to Exhibit (10.2.3) of Item 14 of the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 1993).
  
    (10.6)  1994 Stock Option and Incentive Plan (incorporated herein by
            reference to exhibit (10.2.4) of Item 14 of the Company's Annual
            Report on Form 10-K for the year ended December 31, 1993).
  
    (10.7)  1995 Stock Option and Incentive Plan (incorporated herein by
            reference to Appendix "B" to the Company's 1995 Proxy Statement
            on Form DEF-14A filed March 27, 1995).
  
    (10.8)  Line of Credit Agreement (Unsecured) for $30 million with First
            Alabama Bank dated October 7, 1996 (incorporated herein by
            refernce to Exhibit 99 to the Company's Quarterly Report on Form
            10-Q/A for the quarter ended September 30, 1996).

  
    (11)    Statement regarding computation of per share earnings.
     
    (21)    Subsidiaries of the subsidiaries of Merry Land & Investment
            Company, Inc.:
     
 <TABLE>
<CAPTION>              
                                Sate of       Names Under Which 
Name         Type of Entity     Formation     Subsidiary Does Business
------------ --------------     ---------     ------------------------------- 
<C>         <C>                 <C>           <C>
Merry Land 
Apartment                
Communities,                                   Merry Land Apartment
Inc.           Corporation      Maryland       Communities                    
----------------------------------------------------------------------------- 

ML Apartments
Limited        Corporation      Maryland        ML Apartment Limited
-----------------------------------------------------------------------------

ML Texas
Apartments     Limited 
LP             Partnership      Texas           ML Texas Apartments
-----------------------------------------------------------------------------
ML North 
Carolina                                
Apartments     Limited
LP             Partnership      Georgia          ML North Carolina
-----------------------------------------------------------------------------

ML Tennessee                                 
Apartments      Limited
LP              Partnership     Georgia           ML Tennessee Apartments
-----------------------------------------------------------------------------

ML Alabama                                   
Apartments,
Inc.           Corporation      Alabama           ML Alabama Apartments LP
-----------------------------------------------------------------------------
   (23)  Consent of Arthur Andersen, LLP
  
   (27)  Financial Data Schedules
         b)  Reports on Form 8-K. The registrant filed reports 
             on Form 8-K during the last quarter of 1996 as 
             follows with respect to the following matters.
    
Form   Items              Date Filed   Location           Fiancial Statements
----   -----------------  ------------ ------------------ -------------------
8-K    5 (Illness of
       Chairman;          Nov.7,1996    N/A               N/A
       Tennent 
       Houston
       appointed 
       Chief Exec.
       Officer)

8-K    5,7                Nov.7,1996   Ft.Lauderdale,    Statement of the
       (Appointment                    FL;               Exces of Operating
       of 2 new                        Austin,TX; and    Revenues Over
       directors;                      Birmingham, AL    Specific Expenses
       acquisition                
       of Country                
       Club Place;
       Estates at
       Quarry Lakes;
       Shoal Run

8-K    5 (Death           Dec.9,1996    N/A               N/A           
       of Chairman
          
8-K    5,7 (Completion    Dec.11,1996   N/A               N/A
       of Public
       Offering of
       Series D
       Preferred
       Stock

</TABLE>
<PAGE>
Part III
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, 

MERRY LAND & INVESTMENT COMPANY, INC.
(Registrant)


/s/W. Tennent Houston         
-------------------------------
 W. Tennent Houston - President
  and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.

/s/ Boone A. Knox 3/24/97             /s/W. Tennent Houston   3/24/97
----------------- Date                ---------------------   Date
Boone A. Knox - Chairman              W. Tennent Houston -            
of the Board and Director             President, Chief Executive   
                                      Officer and Director

/s/Michael N. Thompson 3/24/97        /s/W. Hale Barrett      3/24/97 
---------------------- Date           ------------------      Date
Michael N. Thompson,                  W. Hale Barrett - Secretary     
Executive Vice President,
Chief Operating Officer               /s/Hugh Calvin Long II  3/24/97
and Director                          ----------------------- Date
                                      Hugh Calvin Long II - Director   

/s/Pierce Merry, Jr.  3/24/97   
--------------------  Date             ----------------
Pierce Merry, Jr. - Director           Robert P. Kirby - Director  


/s/Paul S. Simon      3/24/97          /s/Ronald J. Benton    3/24/97
----------------      Date             -------------------    Date
Paul S. Simon - Director               Ronald J. Benton - Vice President