-----------------------------------------------------------------------------
         
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                    ___________
                                          
                                      Form 10K
                                    ___________
                                          
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
                                          
                             For the fiscal year ended 
                                          
                                 December 31, 1995
                                    ___________
         
                       Merry Land & Investment Company, Inc. 
                                   P.O. Box 1417
                                  Augusta, Georgia
                                       30903
                                    706 722-6756
         Commission file number: 001-11081
         State of Incorporation: Georgia
         I.R.S. Employer Identification Number:  58-0961876
         Securities registered pursuant to Section 12(b) of the Act: 
<TABLE>
<CAPTION>         
            <S>                                                          <S>
            Common  Stock, no par value                                  33,876,102 New York Stock Exchange
            $1.75  Series A Cumulative Convertible Preferred Stock          667,520 New York Stock Exchange
            $2.15  Series C Cumulative Convertible Preferred Stock        4,599,800 New York Stock Exchange
</TABLE>        
         Securities registered pursuant to Section 12(g) of the Act:   None  
         
         Shares outstanding as of December 31, 1995:
            Common Stock, no par value               33,876,102
            Series A Convertible Preferred Stock        667,520
            Series C Convertible Preferred Stock      4,599,800
         
         Indicate by check mark whether the registrant 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____.
               ----
         The aggregate market value of the voting stock held by non
         affiliates of the registrant on December 31, 1995: Common Stock, no
         par value - $657,831,000 (all shares other than those owned or
         controlled by officers, directors, and 5% shareholders).
         
         Documents incorporated by reference: The 1996 definitive proxy
         statement to be mailed to shareholders for the annual meeting
         scheduled for April 15, 1996, is incorporated by reference into Part
         III of this form 10-K.
         
         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. 
                                                                  ----
<PAGE>                                                                  
                              Table of Contents

         
         Part I
         
         Item 1       Business          
         
         Item 2       Properties
         
         Item 3       Legal Proceeding 
         
         Item 4       Submission of Matters to a Vote of Security Holders 
         
         Part II
         
         Item 5       Market for the Registrant's Common Stock and Related 
                      Shareholders' Matters
         
         Item 6       Selected Financial Data 
         
         Item 7       Management's Discussion and Analysis of Financial
                      Condition and Results of Operations
         
         Item 8       Financial Statements and Supplementary Data
         
         Item 9       Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure
         
         Part III
         
         Item 10      Directors and Executive Officers of the Registrant
         
         Item 11      Executive Compensation
         
         Item 12      Security Ownership of Certain Beneficial Owners and
                      Management
         
         Item 13      Certain Relationships and Related Transactions
         
         Part IV
         
         Item 14      Exhibits, Financial Statement Schedules, and Reports on
                      Form 8-K
<PAGE>         
         Part I
         
         Item 1 - Business
         
         The Company
         
              Merry Land & Investment Company, Inc. is one of the largest
         real estate investment trusts in the United States and is one of the
         nation's largest owners and operators of upscale garden apartments.
         At December 31, 1995, the Company had a total equity market
         capitalization of $1.1 billion and owned a high quality portfolio of
         80 apartment communities containing 22,296 units located primarily
         in the Southern United States.
              Merry Land's objective is to increase funds from operations and
         distributions to shareholders by producing greater cash flows at its
         existing apartment communities through effective management and also
         by purchasing and developing additional apartment properties. The
         Company intends to establish a significant presence in most of the
         South's major markets.
              In recent years, Merry Land has conducted an active program of
         apartment acquisition. The Company buys properties located within 
         its market areas which it expects will produce attractive initial 
         rates of return and which have the potential for cash flow growth.
         The following table summarizes the Company's acquisitions in recent    
         years (dollars in thousands):
        <TABLE>
        <CAPTION> 
                                                     1995      1994     1993       1992      1991 
                                                     ----      ----     ----       ----      ----
            <S>                               <C>           <C>      <C>      <C>                
            Units acquired                          3,444     4,872     7,452     2,845        986
            Total units owned at end of period     22,296     18,852   13,981     6,529      3,711
            Total cost of apartments           $1,009,056   $796,436 $554,589  $209,694   $121,285
            Total apartment rental income      $  144,283   $101,667 $ 54,565  $ 22,460   $ 15,376
            _________                                           
       
</TABLE>            
              In December 1994, Merry Land began a program of apartment
         development to complement its acquisition activities. At December 31,
         1995, the Company had begun construction on three communities, had 
         commenced development activities on five others and had acquired land
         for one more. The Company expects these properties will be completed
         throughout 1996, 1997 and 1998 for a total cost of about $165.0
         million, producing 2,690 apartment units. Although the Company
         intends that the acquisition of apartments will remain its primary
         means of further expanding its apartment holdings, development also
         will add a significant number of units.
              Merry Land considers its market area to be the Southern United
         States, extending from the Washington D.C. area, to Texas and to
         Florida. The Company believes that it is presently the largest
         owner and operator of upscale apartment units in this area.
         Substantially all of the Company's apartment communities command
         rental rates in the upper range of their markets. The communities are 
         geographically diversified, located in twenty-seven metropolitan
         areas primarily in the Southern United States, each with a population
         in excess of 250,000.
              Merry Land, headquartered in Augusta, Georgia, became an
         independent publicly owned company in 1981. It is not an "UPREIT",
         nor does it manage apartments for or provide other services to third
         parties.
         
         Recent Developments
         
              1995 Acquisitions. In 1995, the Company acquired ten apartment
         communities containing 3,444 units at  a cost of $196.3 million:
<TABLE>
<CAPTION>              
              Community                   Location                  Units
              ---------                   --------                  -----
              <S>                         <S>                       <C>
              Gwinnett Club*              Atlanta, Georgia            260
              Laurel Gardens              Ft. Lauderdale, Florida     384
              Beach Club                  Ft. Myers, Florida          320
              Madison at Cedar Springs    Dallas, Texas               380
              Madison on the Parkway      Dallas, Texas               376
              Kimmerly Glen               Charlotte, North Carolina   260
              Madison at Round Grove      Dallas, Texas               404
              Madison at Chase Oaks       Dallas, Texas               470
              Madison at Stone Creek      Austin, Texas               390
              Madison at Melrose          Dallas, Texas               200
                                                                    -----
        </TABLE>                                                    3,444
         
              *This adjoins the Company's Gwinnett Crossing apartments and
               was consolidated with that community.
         
              Investment in Texas Properties.  In 1995, Merry Land bought its
 first apartment communities in the state of Texas and by year end owned 1,830
 units in Dallas and 390 units in Austin. The Company expects Texas, the
 largest state in the South, to become one of its major markets. In several
 of the transactions the Company acquired limited partnerships which owned the
 communities, using two newly created, wholly-owned subsidiaries of Merry
 Land, which are consolidated in the Company's financial statements. Under
 these agreements Merry Land agreed to close the purchases upon completion of
 construction and the attainment of specified occupancy and rent levels.
         
              Development Activity.  In 1995 the Company bought two tracts of
 land in Greensboro, North Carolina and one tract in Richmond, Virginia for
 apartment development, bringing its total number of development sites to 
 nine at December 31, 1995. During 1995, the Company commenced construction on
 three communities, located in Nashville, Atlanta and Savannah and began
 development activities on five others. During the year the Company spent
 $12.8 million for land acquisitions and for construction and other develop-
 ment costs. The Company expects to begin leasing the first of its newly
 constructed units in the second quarter of 1996.
         
              Defeasance of Mortgage Debt. On November 30, 1995 the Company
 defeased all its remaining mortgage debt by transferring government
 securities totaling $17.9 million to a trust account with First Union
 National Bank of Georgia. The $17.4 million of mortgage debt defeased is
 secured by the Claire Point and Lakeridge communities. A non-recurring loss
 of $1.6 million was recognized, of which $1.1 million related to the write-
 off of unamortized deferred loan costs, and the remainder was a prepayment
 penalty.
         
              Issuance of Senior Unsecured Notes. In 1995 the Company sold
 senior unsecured notes on three occasions, raising a total of $240.0 million.
 The following table summarizes these offerings (dollars in thousands):
 <TABLE>
 <CAPTION>        
              Issue Date      Amount     Rate   Maturity
              ----------     -------  -------   --------
              <S>           <C>       <C>        <C>
              June           $120,000    7.25%     2005
              August           40,000    7.25%     2002
              November         40,000    6.875%    2003
              November         40,000    6.875%    2004
 </TABLE>        
              
              In issuing these notes, the Company incurred and capitalized
 $2.0 million of costs and will amortize the costs over the terms of the
 notes. The notes rank equally with the Company's other unsecured and
 unsubordinated indebtedness. The senior unsecured notes contain covenants
 which limit the levels of debt the Company may incur. Under these covenants
 the Company may not incur secured debt in excess of 40% of total assets; may
 not incur total debt in excess of 60% of total assets; and the coverage
 ratio of net operating income divided by interest on debt and regularly 
 scheduled principal debt amortization may not be less than 1.5 times. The
 Company is also required to maintain unencumbered assets of not less than 
 150% of outstanding unsecured debt. 
         
              Credit Line Increase. On June 30, 1995, the Company increased
 its existing $100.0 million unsecured line of credit to $160.0 million. The
 Company's primary bank provides the Company with the first $100.0 million of
 the line of credit, which bears interest at 0.65% above the thirty day
 London Interbank Offered Rate (LIBOR) and a group of five other banks
 provide the additional $60.0 million portion of the line of credit at a rate 
 of interest at 1.65% above LIBOR. The Company maintains the credit line to
 finance apartment acquisitions and development and for general corporate
 purposes. At December 31, 1995 only $107.4 million could be drawn under this
 line of credit under the 6.625% senior notes covenants.
         
              Debt Rating Raised. Standard & Poor's raised its credit rating
 on the Company's senior unsecured notes from BBB to BBB+ in connection with
 the debt offerings discussed above. Moody's Investors Service held its
 rating of the Company's senior unsecured notes at Baa2. Both ratings are
 considered "investment grade".
         
             Sale of Preferred Stock. In a public offering on March 8,
 1995, the Company issued 4.0 million shares of $2.15 Series C Cumulative
 Convertible Preferred Stock at $25.00 per share for net proceeds of $95.4
 million. On April 7, 1995, the Company issued an additional 0.6 million
 shares of the Series C Preferred Stock for net proceeds of $14.4 million
 under the overallotment option given to the underwriters in the March 8
 offering. The Series C Preferred Stock pays a coupon rate of 8.6% and each
 share is convertible into 1.136 shares of common stock.
         
              Shelf Registration. On February 10, 1995, the Company filed
 a shelf registration statement for up to $400.0 million in debt securities,
 preferred and common stock, depository shares and common stock warrants.
 During the year, $355.0 million of securities were issued under the shelf
 registration statement including the $115.0 million Series C Cumulative
 Convertible Preferred Stock and $240.0 million of senior unsecured notes.
 On December 15, 1995, the Company filed another shelf registration state-
 ment for an additional $455.0 million which when combined with the $45.0
 million still available under the previous registration statement will
 allow the Company to sell up to $500.0 million in new securities. Proceeds
 will be used for general corporate purposes, including repaying debt and
 the acquisition, development and improvement of apartment communities.
         
         Organization
         
              Merry Land maintains a centralized corporate structure,
 managing all its communities and conducting all its corporate level
 activities including accounting, general property management activities and
 acquisitions and development from its offices in Augusta. The Company does
 not provide services to third parties and has no partners in any of its
 investments or other activities.
              The Company has 718 employees. Of this number, 659 work at its
 apartment communities, 27 are employed in accounting, administration and
 general management, 23 in corporate level property management and 9 in
 acquisitions and development.
              The Company manages its properties under the trade name "Merry
 Land Apartment Communities". Each community functions as an individual
 business unit according to well developed policies and procedures. Each
 apartment community is operated by an on-site Property Manager and staff
 who are extensively trained by the Company in sales, management, accounting,
 maintenance and other disciplines. Property Managers report to eleven
 Regional Property Managers who report to the Company's three Vice Presidents
 of Property Management. Regional Property Managers are located at
 communities in Raleigh, Charlotte, Augusta, Atlanta (2), Charleston,
 Jacksonville, Orlando, Tampa, Ft. Lauderdale and Dallas. 
         
         Market Conditions  
         
              The Company believes that a generally favorable relationship
 between aggregate supply and demand exists for apartment rentals in its
 markets. The twenty-seven metropolitan areas in which the Company operates
 contain 13% of the country's total households and have experienced growth in
 households, a key determinant of apartment demand, well in excess of
 national averages during the 1980's and 1990's. U.S. Census data indicate
 that from 1984 to 1994 total households in these cities increased 27% versus
 an increase of 11% nationally. From 1993 to 1994, households increased 1.2%
 in these cities versus an increase of 0.7% nationally and from 1994 to 2000,
 households are expected to increase 11% versus 6% nationally. In 1994 and
 1995 the Company enjoyed average occupancy levels of over 95% at its
 apartment communities and expects occupancy to total slightly less than this
 in 1996.
              Apartment construction has risen significantly from very low
 levels in recent years, and the Company believes that in 1996, increased
 supply will lead to somewhat softer markets in some locations. Even so, based
 on currently available information, the Company expects generally strong
 markets to prevail throughout the South and does not expect any of its
 markets to suffer significant weakness as a result of excessive building.
 Multi-family housing starts in the Company's markets fell from a high of
 174,015 units in 1985 to a low of 22,562 in 1992, and totaled 58,495 for
 1994. Preliminary data indicate that starts in 1995 had leveled out, totaling
 slightly more than in 1994. 
              The Company owns apartments in a number of cities with
 significant military employment. The reduction of the nation's armed forces
 has cut military payrolls in some of these cities and has adversely affected
 the rental market for some of the Company's properties, particularly in
 Charleston and Augusta. At December 31, 1995, the percentages of the
 Company's residents serving in the military were as follows: Augusta, 15%;
 Charleston, 12%; Savannah, 14%; Jacksonville, 10%; Melbourne, 6%; Columbia, 
 Md. 5%; Orlando, 3%, Tampa, 1% and Columbia, S.C., 1%. Military employment is 
 not a significant factor for the Company, since leases with military
 personnel account for less than 3% of the Company's total leases.

         History
         
              Merry Land conducted its initial public stock offering in 1981
 after having been spun off earlier that year from Merry Companies, Inc., one
 of the nation's largest brick manufacturers, in connection with the latter's
 acquisition by an Australian company. Merry Land was incorporated in 1966
 and had remained a passive asset holding subsidiary of Merry Companies, Inc.
 until the 1981 spin-off, when active operations began. At that time, the
 Company's major asset was 4,700 acres of clay land, most of which it still
 owns and from which it continues to receive clay and sand royalties.  
              The Company began a period of rapid growth in 1991 as tax law
 changes and significant reductions in the amount of capital available
 nationally for real estate investment led to a substantial decline in the
 sales prices of apartment communities. In 1992, the Company conducted its
 first public stock offering in six years, hired additional personnel for its
 acquisition effort, and commenced an accelerated program of apartment
 acquisitions. In 1994 the Company began to buy newly completed communities
 and communities under construction from merchant builders and initiated a
 program of apartment development to complement its acquisition program.
              The Company is a Georgia corporation. It has its principal
 office at 624 Ellis Street, Augusta, Georgia 30901 and its telephone number
 is (706) 722-6756.
<PAGE>         
         Part I
         Item 2 - Properties
         
         Apartments
         
              The Company owns high quality apartment communities,
 substantially all of which command rental rates in the upper range of their
 markets. They are generally newer "garden apartments", in wood frame two- 
 and three-story buildings without elevators, with individually metered
 electric and gas service and individual heating and cooling systems. The
 Company's apartments are 48% one bedroom units, 46% two bedroom units and 6%
 three bedroom units. The units average 901 square feet in area, seven years
 of age, are generally well equipped with modern appliances and other
 conveniences. The communities are generally heavily landscaped and offer
 extensive amenities. Most include swimming pools, tennis courts, club rooms,
 exercise facilities and hot tubs. Some of the Company's communities also
 offer racquetball courts, saunas, alarm systems and other features,
 including 1,326 enclosed garages.
              Residents at the Company's apartments typically earn middle and
 upper middle levels of incomes. They include young professionals, white
 collar workers, medical personnel, teachers, members of the military,
 single parents, single adults and young families. These residents often have
 the means to own homes but choose to live in apartment communities because
 of their current employment, family or other personal circumstances. The
 Company believes that demand for its apartments is primarily dependent on 
 the general economic strength of each market's economy and its level of job
 creation and household formation, and is less sensitive to prevailing
 interest rate levels for home mortgage loans. There is a steady turnover of
 leases at the Company's communities, allowing rents to be adjusted upward
 as demand allows. Leases are generally for terms of from six to twelve
 months. About two-thirds of the Company's units turn over each year, a rate
 the Company believes is typical for higher end apartment communities.
              Merry Land's apartment communities are located in 27
 metropolitan areas, each with a population in excess of 250,000 and none
 containing more than 14% of the Company's portfolio. The Company believe
 that this diversification reduces the volatility of its aggregate rental
 occupancy and rental income. The Company also believes that specializing in
 high end Southern apartment communities will allow it to establish a
 recognized franchise in its market area and will allow it to achieve
 economies in marketing and operating its communities. 
              The Company owns all its communities in fee simple. Of its
 communities, only two are subject to encumbrances. As discussed elsewhere,
 these two mortgage loans have been defeased by the Company through transfer
 of government securities to a trust account held by First Union National
 Bank of Georgia. These encumbrances will be removed upon repayment of the
 mortgage debt by the trust in February and July of 1996. The following table
 describes the Company's apartment communities.
         
<PAGE>
<TABLE>
         
 Item 102. Description of Property                                                                   
 Apartments                                                                                 
                                                                                Average    Average December Rent (2)  Average
                                                                                           ---------------------
                              Date   Date              Cost(1)       Cost       Unit Size    Per Month   Per Sq. Ft.   Occupancy(3)
                                                                                           ------------  ------------  ----------
             Location         Built  Acquired   Units  Thousands   Per Unit(1)  (Sq.Ft.)   1994     1995  1994   1995   1994 1995  
             --------         -----  --------   -----  ---------   -----------  --------   ----     ----  ----   ----  ----- ----
 <S>         <S>              <C>    <C>        <C>    <C>         <C>               <C>    <C>     <C>   <C>    <C>   <C>   <C>
 Florida
                                                                                        
 Indigo
 Lakes        Daytona          1989     1994    304     $11,385        $37,451       882    $544    $549  $0.62  $0.62  90%  92%
 Waterford
 Village      Delray Beach     1989     1994    236      13,522         57,297       910     731     758   0.80   0.83  94%  95%
       
 Laurel
 Gardens      Ft. Lauderdale   1989     1995    384      25,993         67,690     1,192     (4)     865    (4)   0.73  (4)  92%
 Welleby
 Lake Club    Ft. Lauderdale   1991     1993    304      18,222         59,941     1,061     789     785   0.74   0.74  96%  91%
                                                ---      ------         ------     -----     ---     ---   ----   ----  ---  --- 
                                                688      44,215         64,266     1,134     789     830   0.74   0.73  96%  92%
                                                                                                      
 Beach Club   Ft. Myers        1990     1995    320      12,167         38,022       872     (4)     582    (4)   0.67  (4)  96%
 Colony Place Ft. Myers        1991     1993    300      18,203         60,677     1,136     709     739   0.62   0.65  97%  98%
 Polos        Ft. Myers        1991     1993    328      15,177         46,271       955     616     632   0.65   0.66  95%  96%
 Viridian 
 Lake         Ft. Myers        1991     1992    320      12,598         39,369       863     614     638   0.71   0.74  95%  95%
                                              -----      ------         ------     -----     ---     ---   ----   ----  ---  ---
                                              1,268      58,145         45,856       953     645     646   0.66   0.68  96%  96%  
 Bermuda Cove Jacksonville     1989     1994    350      15,331         43,803       912     640     661   0.70   0.72  99%  99%
 Claire Point Jacksonville     1986     1993    256      13,593         53,098     1,010     634     674   0.63   0.67  98%  98%
 Deerbrook    Jacksonville     1983     1993    144       7,054         48,986     1,293     664     703   0.51   0.54  98%  96%
 Princeton 
 Square       Jacksonville     1984     1992    288       8,140         28,264       738     477     495   0.65   0.67  95%  96%
 Royal Oaks   Jacksonville     1991     1993    284      12,313         43,356       816     574     607   0.70   0.74  98%  98%
 Spicewood 
 Springs      Jacksonville     1986     1992    512      16,341         31,916       759     484     511   0.64   0.67  97%  97%
 Timberwalk   Jacksonville     1987     1993    284      12,738         44,852       851     559     575   0.66   0.68  95%  98%
 Waterford    Jacksonville     1988     1993    432      19,173         44,382     1,066     617     662   0.58   0.62  98%  97%
                                              -----     -------         ------     -----     ---     ---   ----   ----  ---  ---
                                              2,550     104,683         41,052       902     571     600   0.64   0.67  97%  97%
                                                                                                  
 Cypress Cove Melbourne        1990     1993    326      15,322         47,000     1,027     626     657   0.61   0.64  96%  91%
       
 Lakeridge 
 at Moors     Miami            1991     1993    175      11,929         68,166       970     851     871   0.88   0.90  98%  94%
 Auvers 
 Village      Orlando          1991     1993    480      22,450         46,771     1,021     632     651   0.62   0.64  92%  94%
 Bishop Park  Orlando          1991     1993    324      16,850         52,006       903     600     616   0.66   0.68  85%  93%
 Conway 
 Station      Orlando          1987     1993    242      11,222         46,372       787     559     575   0.71   0.73  90%  93%
 Copper 
 Terrace      Orlando          1989     1992    300      11,773         39,243       902     644     657   0.71   0.73  95%  92%
 Lexington 
 Park         Orlando          1988     1993    252      11,113         44,099       799     566     585   0.71   0.73  95%  92%
 Mission Bay  Orlando          1991     1993    304      17,047         56,076     1,087     726     748   0.67   0.69  97%  92%
                                              -----      ------         ------     -----     ---     ---   ----   ----  ---  ---
                                              1,902      90,455         47,558       933     625     643   0.67   0.69  92%  93%    
 Augustine 
 Club         Tallahassee      1988     1993    222       8,330         37,523       900     593     625   0.66   0.69  98%  95%
 Audubon 
 Village      Tampa            1990     1993    447      20,117         45,004       849     583     615   0.69   0.72  95%  96%
 Falls        Tampa            1985     1993    240       8,337         34,738       655     496     504   0.75   0.77  93%  95%
 Lofton Place Tampa            1988     1993    280      14,706         52,521       953     627     657   0.66   0.69  95%  96%
 Promenade    Tampa            1994     1994    334      20,890         62,545       978     777     767   0.79   0.78  92%  95%
                                              -----      ------         ------       ---     ---     ---   ----   ----  ---  --- 
                                              1,301      64,050         49,231       869     626     643   0.72   0.74  93%  96%
 Georgia                                                                                     
       
 Belmont 
 Crossing     Atlanta          1988     1993    316      13,288         42,051     1,023     587     615   0.57   0.60  96%  97%
 Belmont 
 Landing      Atlanta          1988     1993    424      16,087         37,941       911     556     582   0.61   0.64  93%  97%
 Champion's 
 Park         Atlanta          1987     1994    252      11,467         45,504       806     628     626   0.78   0.78  98%  98%
 Gwinentt 
 Crossing (6) Atlanta          1990/89  1992/95 574      20,258         35,293       874     (4)     588    (4)   0.67  (4)  99%
 Harvest
 Grove        Atlanta          1986     1992    376      10,989         29,226       927     538     574   0.58   0.62  98%  97%
 Lexington 
 Glen         Atlanta          1990     1993    480      31,141         64,877     1,095     740     807   0.68   0.74  95%  98%
 Shadowlake   Atlanta          1989     1994    228       9,790         42,939     1,018     579     611   0.57   0.60  98%  99%
 Sweetwater 
 Glen         Atlanta          1986     1992    200       5,969         29,845       802     533     556   0.66   0.69  96%  97%
 Willow Trail Atlanta          1985     1993    224       7,693         34,344       860     532     561   0.62   0.65  94%  97%
 Windridge    Atlanta          1982     1994    272      11,623         42,732       845     578     604   0.68   0.71  98%  99%
                                              -----     -------         ------       ---     ---     ---   ----   ----  ---  ---
                                              3,346     138,305         41,334       928     494     797   0.64   0.67  96%  98%
                                                                                                  
 Downtown     Augusta           (5)      (5)     76       3,415         44,934       961     442     448   0.46   0.47  94%  93%
 SouthAugusta Augusta          1950     1984    114       1,755         15,395       682     289     305   0.42   0.45  82%  74%
 Woodcrest    Augusta          1982     1982    248       8,367         33,738       875     494     502   0.56   0.57  88%  83%
 Woodknoll    Augusta          1975     1982     52       1,488         28,615       900     432     451   0.48   0.50  98%  99%
 Other        Augusta          1984     1984      1          72         72,000     1,300     675     675   0.52   0.52 100% 100%
                                              -----     -------         ------     -----     ---     ---   ----   ----  ---  --- 
                                                491      15,097         30,747       847     400     432   0.52   0.51  89%  84%
                                                                                                  
 Greentree    Savannah         1983     1986    194       7,092         36,557       852     533     544   0.63   0.64  93%  98%
 Huntington   Savannah         1986     1992    147       5,147         35,014       812     570     578   0.70   0.71  99%  99%
 Magnolia
 Villa        Savannah         1986     1986    144       5,473         38,007     1,119     548     572   0.49   0.51  98%  98%
 Marsh Cove   Savannah         1983     1986    188       7,896         42,000     1,053     587     609   0.56   0.58  97%  98%
 West Wind 
 Landing      Savannah         1985     1993    192       7,048         36,708     1,124     594     628   0.53   0.56  99%  99%
                                              -----     -------         ------     -----     ---     ---   ----   ----  ---  --- 
                                                865      32,656         37,753       994     567     587   0.58   0.60  97%  98%
 Maryland                                                                                      
 Clarys 
 Crossing     Baltimore        1984     1994    198      11,983         60,520       938     782     786   0.83   0.84  98%  96%
                                                              
 North Carolina                                                                                 
 Timber 
 Hollow       Chapel Hill      1986     1991    198       6,464         32,646        735    576     614   0.78   0.84  99%  99%
 Berkshire 
 Place        Charlotte        1982     1990    240       8,792         36,633        882    540     594   0.61   0.67  98%  96%
 English
 Hills        Charlotte        1984     1994    280      10,311         36,825        688    520     536   0.76   0.78  98%  93%
 Hunt Club    Charlotte        1990     1992    300      10,676         35,587        891    622     653   0.70   0.73  98%  98%
 Kimmerly
 Glen         Charlotte        1986     1995    260       9,265         35,635        750    (4)     533    (4)   0.71  (4)  95%
 Lake Point   Charlotte        1984     1989    296      10,161         34,328        918    515     553   0.56   0.60  97%  97%
 Steeplechase Charlotte        1986     1994    247       9,099         36,838        724    533     537   0.74   0.74  91%  93%
                                              -----     -------         ------        ---    ---     ---   ----   ----  ---  ---
                                              1,623      58,304         35,924        811    547     569   0.67   0.71  97%  95%
                                                                                                  
 Adams Farm   Greensboro       1987     1994    300      14,793         49,310      1,005    633     661   0.63   0.66  98%  98%
                                                                                                  
 Chatham Wood High Point       1986     1990    208       7,125         34,255        811    479     504   0.59   0.62  98%  97%
                                                                                                  
 Duraleigh 
 Woods        Raleigh          1987     1994    362      18,024         49,790        784    625     635   0.80   0.81  96%  96%
 Misty Woods  Raleigh          1984     1991    360      10,411         28,919        766    532     554   0.69   0.72  98%  96%
 Sailboat Bay Raleigh          1986     1993    192       6,270         32,656        641    492     524   0.77   0.82  98%  98%
 Sommerset 
 Place        Raleigh          1983     1990    144       5,401         37,507        780    562     610   0.72   0.78  98%  97%
                                              -----     -------         ------        ---    ---     ---   ----   ----  ---  ---  
                                              1,058      40,106         37,907        751    561     584   0.75   0.78  98%  96%
 Ohio
       
 Hunters 
 Chase        Cleveland       1987     1994     244      14,054         57,598        890    708     715   0.80   0.80  97%  98%
       
 Saw Mill     Columbus        1987     1994     340      19,872         58,447      1,161    722     758   0.62   0.65  93%  91%
                                                                                       
 South Carolina
       
 Quarterdeck  Charleston     1986      1989     230       9,486         41,243        810    531     551   0.66   0.68  98% 100%
 Summit Place Charleston     1985      1985     226       8,084         35,770        892    459     459   0.51   0.51  88%  89%
 Waters Edge  Charleston     1985      1988     200       7,696         38,480        911    527     539   0.58   0.59  95%  96%
 Windsor
 Place        Charleston     1984      1989     224       7,855         35,067        953    512     524   0.54   0.55  90%  90%
                                              -----      ------         ------        ---    ---     ---   ----   ----  ---  ---  
                                                880      33,121         37,638        892    507     518   0.57   0.58  93%  94%
                                                                                                  
 Hollows      Columbia       1987      1991     212       6,435         30,354        762    482     497   0.63   0.65  95%  96%
                                                                                                  
 Haywood 
 Pointe       Greenville     1985      1991     216       6,832         34,255        848    511     537   0.60   0.63  98%  98%
                                                                                                  
 Tennessee                                                                                      
 Cherry Creek Nashville      1986      1994     127       3,569         28,102        676    (4)     489    (4)   0.72  (4)  93%
 
 The Landings Memphis        1986      1994     292      11,640         39,863        786    546     562   0.70   0.72  95%  89%
       
 Texas                                                                                               
 Madison at Stone 
 Creek(7)     Austin         1995      1995     390      23,639         60,613        862    (4)     790    (4)   0.92  (4)  82
                                                                                                  
 Madison at Cedar
 Springs      Dallas         1995      1995     380      24,419         64,261        898    (4)     850    (4)   0.95  (4)  91%
 Madison at 
 Chase Oaks(7)Dallas         1995      1995     470      29,301         62,343        895    (4)     800    (4)   0.89  (4)  88%
 Madison at 
 Melrose(7)   Dallas         1995      1995     200      13,983         69,915        947    (4)     877    (4)   0.93  (4)  68%
 Melrose on 
 the Parkway  Dallas         1995      1995     376      24,829         66,035        904    (4)     862    (4)   0.95  (4)  89%
 Madison at 
 Round Grove  Dallas         1995      1995     404      25,094         62,114        933    (4)     789    (4)   0.85  (4)  91%
                                              -----     -------         ------        ---    ---     ---    ---   ----  ---  --- 
                                              1,830     117,626         64,277        912    (4)     829    (4)   0.91  (4)  87%
                                                                                                  
 Virginia                                                                                   
       
 Champion's 
 Club        Richmond        1988     1994      212      10,301         48,590         776   650     629    0.84  0.81  93%  96%

 Hickory
 Creek       Richmond        1984     1994      294      15,098         51,354         851   668     639    0.79  0.75  92%  96%
                                              -----     -------         ------         ---   ---     ---    ----  ----  ---  ---  
                                                506      25,399         50,196         820   660     635    0.81  0.78  92%  96%
                                             ------   ---------         ------         ---   ---     ---    ----  ----  ---  ---
TOTALS                                       22,296  $1,009,056        $45,257         901  $591    $639   $0.61 $0.71 95% 95%
       

 (1) Represents the total acquisition cost of the property plus the capitalized cost of the improvements made subsequent to
       acquisition.
 (2) Represents the weighted average of rent charged for occupied units and rent asked for unoccupied units at month end.
 (3) Represents average physical occupancy at each month end for the period held. 
 (4) Properties not owned during period indicated.                       
 (5) These units consist of three locations, built and acquired at various times. 
 (6) Includes 260 units acquired on April 28, 1995.                      
 (7) At December 31, 1995 these communities were in initial lease-up.
<PAGE>                                                                         
       Development in Progress
         
              Merry Land has recently commenced a program of apartment 
 development in order to provide an additional means of expanding its apartment
 holdings. The communities under development will offer features typical of
 very high end properties, including nine foot ceilings, high levels of trim
 and finish, garages and extensive amenities. The Company has engaged
 experienced apartment developers to provide development and construction
 management services to the Company on a project by project basis. The
 developers' fees are computed as a share of the value of the completed
 projects, based on agreed upon formulas, less actual costs.
              Merry Land's employees supervise development activities with
 the assistance of architects and engineers as required. The Company owns all
 land and improvements, directly contracts for construction and bears
 essentially all risks of project development. While the Company has added
 several individuals to its acquisition and development department as a
 result of this program, it does not intend to establish a large,
 specialized development organization. The Company believes that this system
 of constructing new communities will allow it the flexibility to develop
 communities in a number of markets and to expand, reduce or terminate
 such activities as conditions warrant.    
              Merry Land will manage these new communities during and after
 construction. 
              The following table summarizes the Company's current development
 communities (dollars in thousands, except cost per unit):
 
</TABLE>
<TABLE>
 <CAPTION>
                                                          Budgeted             Rentals 
                                                Budgeted    Cost     Cost    Expected Estimated
              Location       Community   Units    Cost    Per Unit  to Date   to Begin Completion
              --------       ---------   -----  --------  --------  -------   -------- ----------
              Under Construction
              ------------------
             <S>            <S>            <C>  <C>       <C>       <C>       <C>      <C>        
              Atlanta        Madison        586  $37,400   $63,823   $ 5,400   3Q1996  4Q1997
              Nashville      Cherry Creek   280   17,000    60,714     5,081   2Q1996  4Q1996
              Savannah       Long Point     308   17,300    56,169     1,689   4Q1996  2Q1997
                                          -----  -------   -------   -------   
                                          1,174  $71,700   $61,073   $12,170
              Under Development
              ----------------
              Greensboro     Adams FarmII*  200  $11,300   $56,500   $   898      1996     1997
              Greensboro     Lake site      300   18,000    60,000     1,795      1996     1997
              Nashville      Cherry CreekII 200   12,000    60,000     2,421      1997     1998
              Richmond       Wyndham        264   21,000    79,545     1,997      1996     1997
              Savannah       Long Point II  362   20,400    57,955       543      1997     1998
                                          -----  -------   -------    ------     
                                          1,316  $82,700   $62,842    $7,654
              Future Development
              ------------------
              Greensboro     Lake site II   200  $12,000   $60,000    $1,118

              *Adjoins the Company's Adams Farm Community.    
 </TABLE>
              Merry Land intends to expand its apartment holdings in its
 market area through a variety of sources, including acquisitions, the
 purchase of new communities planned, under construction or newly completed by 
 merchant builders, and through ground up development. The Company believes
 that there is more risk associated with such activities than with buying
 operating communities. Such risks include those associated with obtaining 
 regulatory approvals and entitlement, timely completion of construction, 
 cost control and marketing and lease up. Any one or more these factors could
 cause adverse changes in the construction budgets referred to in the table.
 The Company believes that potentially higher returns on development projects
 merit the assumption of this additional risk. The Company's present
 intention is to limit the total cost of development underway at any given
 time to no more than 10% of its total assets. 
         
         Other Assets
         
              Unimproved Land. The Company owns 5,363 acres of undeveloped
 land with a book value of $3.8 million. Most of this land was acquired by
 the Company's predecessor for clay reserves and is located in Georgia and
 South Carolina. Since 1981, brick manufacturer Boral Bricks, Inc. has had a
 long term clay mining lease on 2,622 acres of the Company's land.
 The Company also leases 100 acres to another company for the mining of sand
 and gravel, leases other tracts for agriculture, and grows timber on much of
 the remaining land. The Company expects that some of its land eventually may
 be developed or sold for development by others.
         
         Commercial Properties. The Company owns eight small commercial
 properties in the Augusta area, primarily office buildings, including the
 Company's headquarters building, which were acquired before the Company
 began to focus on apartments. These properties, aggregating 206,000 square
 feet, have a book value of $4.8 million. The Company intends to sell these
 properties other than the Company's headquarters as circumstances allow. 
         
          REIT Securities. In 1995 the Company invested excess funds in 
 liquid investments, primarily U.S. Treasury securities, while waiting to
 invest them permanently in apartments. $36.5 million has been invested in
 the equity securities of eight publicly traded apartment REITs which operate
 in the Company's market areas. The market value of these REIT securities at
 December 31, 1995 was $42.0 million. 
 
          The Company has purchased these securities for several reasons:
              --  the securities return high yields relative to other 
                  available investments;
              --  the Company believes that the annual dividend rates they
                  pay exceed the yields available on real estate similar to
                  the underlying real estate owned 
                  by the companies;
              --  the Company believes that business combinations among
                  apartment REITs are likely and may produce further
                  appreciation in the stock prices of companies involved;
              --  the Company would consider participating in such
                  combinations as an acquiror or would sell its shares 
                  in other REITs if better opportunities in apartment 
                  acquisitions and development present themselves.
              
         Environmental Issues         
         
              Landfill Sites. Portions of the Company's land holdings in
 Richmond County, Georgia were used by the County for two municipal landfills
 during the late 1960's and early 1970's. One site is comprised of 7 acres
 and the other, the "New Savannah Road Landfill", 96 acres. Both landfills
 were closed in the mid-1970's and have been held by the Company and its
 predecessors as unimproved land since that time. Although  the sites were
 used primarily as municipal landfills, there have been some reports that
 some industrial wastes may have been disposed of at the sites.
              In 1992, a contractor for the U. S. Environmental Protection
 Agency tested the New Savannah Road landfill and found that some
 contamination was present in soil samples but that sufficient data had not 
 been taken to permit a complete evaluation of the site. Accordingly, the
 contractor recommended that further action be taken which the Company
 believes would consist principally of additional testing of the site's 
 groundwater and surface water. The Company has had no further contact with
 the EPA or its agents since that time and the site has not been included on
 the National Priorities List.
              As a result of the EPA's review of the site in 1992, Merry Land
 retained an environmental consultant to conduct studies of both sites. The
 consultant reported that its studies did not reveal the presence on either
 site of contaminants in amounts likely to result in the EPA listing either
 on the NPL. However, the studies were limited in nature and did not 
 represent an examination of all portions of the landfill sites. There can be
 no assurance that a more complete investigation or further testing would not
 reveal higher levels or different types of contamination at the sites. In
 1994 the Environmental Protection Division of the State of Georgia published
 its initial Hazardous Site Inventory under its "Superfund" law, which
 requires investigation, and if appropriate, remedial action of listed sites.
 The 96 acre tract was included on this list. In the third quarter of 1994
 the Company accrued $200,000 as a non-recurring charge, representing the
 Company's estimate of its share of the potential cost if further
 investigation of the site was required. On April 24, 1995, the Georgia EPD
 notified the Company that it had determined that there was insufficient
 evidence to include the site on its Hazardous Site Inventory and removed
 the site from the inventory as of that date. The Company reversed the
 $200,000 non-recurring charge in the second quarter of 1995.
              Should further investigation or remedial action be required for
 the landfill, the Company believes that there will likely be other entities
 which will be responsible for a portion of the cost of the investigation or 
 remediation. These entities include Richmond County, which operated the
 landfills, any identified company or municipality whose waste was placed in
 the landfill, and the company that owned the site at the time of the
 disposal of the waste. There can be no assurances that the Company will not
 have material liability with respect to these landfill sites.
         
                Southern Wood Piedmont-Augusta Site. A portion of the
 Company's land holdings is located adjacent to a site formerly operated as
 a wood treatment facility by Southern Wood Piedmont-Augusta. Southern Wood
 Piedmont-Augusta was the subject of a property damage class action lawsuit
 arising from the alleged contamination of that site and neighboring
 properties, including the Company property. The Company received
 approximately $0.8 million in a 1990 settlement of its property damage
 claim. In June 1992, the Company sold 16 acres of land which may have been
 contaminated by Southern Piedmont-Augusta to that company. The contamination
 at the Southern Wood Piedmont-Augusta site is the subject of current
 remediation by Southern Wood Piedmont-Augusta under state oversight. This
 includes remediation of contamination on the remaining Company property in
 the area of the former plant. Although the Company  expects that the state-
 supervised efforts will sufficiently address the contamination on the
 Company's property, there is no assurance that some remediation liability
 may not attach to the Company.
<PAGE>         
         Part I
         
         Item 3 - Legal Proceedings
         
           None
         
         Item 4 - Submission of Matters to a Vote of Security Holders
         
           None
<PAGE>         
         Part II
         
         Item 5 - Market for the Registrant's Common Stock and Related
                  Shareholders' Matters
         
         Common Stock
         
              Merry Land's common stock is traded on the New York Stock
 Exchange under the symbol "MRY". The following table sets forth the reported
 high and low sales prices of the common stock on the NYSE, and the cash 
 dividends declared per share of common stock.
<TABLE>
<CAPTION>         
                                                                Dividends
                                            High      Low       Declared
                                            ----      ---       --------
              <S>                          <C>      <C>        <C>
              1995
              Fourth quarter........       $24.00    $20.25    $.35
              Third quarter..........       22.38     20.13     .35
              Second quarter.........       21.50     18.88     .35
              First quarter..........       21.63     19.00     .35
         
              1994
              Fourth Quarter.........       $21.88   $16.25    $.35
              Third Quarter..........       20.75     18.75     .30
              Second Quarter.........       24.00     20.00     .30
              First Quarter..........       24.38     18.75     .30
                 
              On December 31, 1995 the Company had 3,654 shareholders of
 record. The Company estimates that an additional 16,500 shareholders hold
  their shares in "street name".
               On January 15, 1996, the Board of Directors declared a dividend
 of $0.37, up from $0.35, per share of common stock to be paid on March 29,
 1996 to holders of record on March 15, 1996. The current annual dividend
 rate is $1.48 per share. The $.37 quarterly dividend represents a payout of
 79% of funds from operations available for common shares for the quarter
 ended December 31, 1995, a payout ratio which the Company believes is
 conservative relative to its REIT peers. 
              Under the REIT rules of the Internal Revenue Code, the Company
 must pay at least 95% of its REIT taxable income as dividends in order to
 avoid taxation as a regular corporation. The Board makes decisions with
 respect to the distribution of capital gains on a case-by-case basis. A
 portion of the Company's dividends paid to its shareholders may be deemed
 either capital gain, ordinary income or a return of capital, or all of
 these. None of the Company's distributions have yet been classified as
 return of capital, though the Company expects that based on its calculation
 a portion of 1996 distributions will be so classified. The Company annually
 provides its shareholders a statement as to its designation of the
 taxability of the dividends. Future dividends will be declared at the
 discretion of the Board of Directors after considering the Company's
 distributable funds, financial requirements, tax considerations and other
 factors. 
              The federal income tax status of dividends paid to holders of
 common stock was as follows:

</TABLE>
<TABLE>
<CAPTION>
         
                                            1995    1994   1993
                                            ----    ----   ----
              <S>                           <C>     <C>    <C>
              Ordinary income........       $1.34   $1.24  $.53
              Capital gains..........         .06     .01   .37
              Return of capital......         -         -     -
                                            -----    ----  ----
              Total dividends paid...       $1.40   $1.25  $.90
                                            -----   -----  ----
</TABLE>         
              The loan agreement for the Company's $120.0 million 6.625%
 Senior notes prohibits the payment of any dividends or other distributions
 upon the occurrence of an event of default and otherwise limits dividends
 and distributions after September 30, 1993 to a cumulative amount which is
 not more than the Company's net earnings plus depreciation and amortization
 after that date, plus or minus any increase or decrease in stockholder's
 equity from the issuance or redemption of stock. The Company does not
 expect distributions to exceed this amount.
         
         Series A Preferred Stock
         
           Merry Land's $1.75 Series A Cumulative Convertible Preferred
 Stock is traded on the New York Stock Exchange under the symbol "MRYpr". The
 following table sets forth the reported high and low sales prices of the 
 Series A Preferred Stock on the NYSE, and the cash dividends declared per
 share of Series A preferred stock.
<TABLE>
<CAPTION>
                                                                Dividends
                                            High        Low      Declared
                                            ----        ---     ---------
              <S>                         <C>        <C>        <C>
              1995
              Fourth quarter.........     $32.00     $27.00      $.4375
              Third quarter..........      29.50      27.00       .4375
              Second quarter.........      28.63      25.13       .4375
              First quarter..........      28.25      25.50       .4375

                 The federal income tax status of dividends paid to holders
 Series A Preferred stock was as follows:
                                            1995      1994
                                           -----     ----- 
              Ordinary income........      $1.68     $1.75
              Capital gains..........        .07       .02
              Return of capital......          -         -
                                           -----     -----
              Total dividends paid...      $1.75     $1.75   
        
</TABLE>
                  The Series A Preferred Stock has an annual dividend rate of
 $1.75 per share, payable quarterly, and is convertible into common shares at
 a conversion price of $18.65 per share of common stock. The Series A 
 Preferred Stock may not be redeemed for cash at any time, but may be 
 redeemed by the Company for common shares after June 30, 1998, at a rate of
 1.34 shares of common for each share of preferred, provided the common 
 shares are trading above $18.65, subject to adjustments for certain circum-
 stances.

 Series B Preferred Stock

                   On November 1, 1994, the Company completed the private
 placement of $100.00 million of its $2.205 Series B Cumulative Convertible
 Preferred Stock with a small group of institutional investors. It has an
 annual dividend rate of $2.205 per year, payable quarterly, and is
 convertible into common shares at a conversion price of $21.04 per common
 share. The Series B Preferred Stock may not be redeemed for cash at any
 time, but may be redeemed by the Company for common shares after October 31,
 1999, at a rate of 1.188 shares of common stock for each share of preferred,
 provided the Company's common shares are trading above the conversion price
 of $21.04 per share, subject to adjustments for certain circumstances. The
 shares were not registered with the Securities and Exchange Commission at
 the time of issue and are not publicly traded. The Company has granted to 
 the holders of the Series B Preferred Stock certain registration rights.
 During 1995, the Company paid a dividend of $2.205 per share, of which $.09
 was capital gains.

 Series C Preferred Stock

               In a public offering on March 8, 1995, the Company issued 4.0
 million shares of $2.15 Series C Cumulative Convertible Preferred Stock at
 $25.00 per share for net proceeds of $95.4 million. On April 7, 1995 the
 Company issued an additional 0.6 million shares of the Series C Preferred
 Stock for proceeds of $14.4 million under the overallotment option given to
 the underwriters in the March 8 offering. The Series C Preferred Stock is 
 traded on the New York Stock Exchange under the symbol "MRYprc". The 
 following table sets forth the high and low sales price of the Series C
 Preferred Stock on the NYSE, and the cash dividends declared per share of
 Series C Preferred Stock:

                1995
                Fourth quarter..........  $29.00     $26.75     $.5375
                Third quarter...........   28.00      26.38      .5375
                Second quarter..........   27.00      24.25      .6390
                First quarter...........   25.25      24.50          -

                The second quarter dividend declared included dividends
 accrued from the original issue date in March. The federal income tax status
 of dividends paid to holders of Series C Preferred Stock was as follows:

                 Ordinary income........  $1.642
                 Capital gains..........    .072
                 Return of capital......       -
                 Total dividends paid...  $1.714
 
                The Series C Preferred Stock may not be redeemed for cash at
 any time, but may be redeemed by the Company for common shares after
 March 31, 2000, at a rate of 1.136 shares of common for each share of Series
 C Preferred Stock provided the common shares are trading above $22.00,
 subject to adjustments for certain circumstances.

 Dividend Reinvestment and Stock Purchase Plan

                 The Company has adopted a Dividend Reinvestment and Stock
 Purchase Plan under which any holder of common or preferred stock may 
 reinvest cash dividends or optional cash payments of up to $5,000 per quarter
 in additional shares of common stock purchased directly from the Company at
 a 5% discount. Optional cash payments are subject to the limitation that the
 number of shares of common stock which can be purchased with optional cash
 payments cannot exceed the number of shares of common stock and preferred
 stock owned by the shareholder. All common and preferred shareholders are
 eligible to join the plan including shareholders whose shares are held in
 the name of a nominee or broker. During 1995, the Company issued 551,872
 shares under the plans at an average of $20.24 per share. These shares 
 provided the Company $11.2 million in new equity capital. 
<PAGE>         
 Part II Item 6                 
<TABLE> 
(Dollars in thousands except apartment units and            SELECTED FINANCIAL DATA
  per share amounts)                                         Years Ended December 31,
                                                              ------------------------          
  
  <CAPTION>
        
     Operating Data                                              
       Income from property operations:             1995        1994       1993      1992     1991
                                                --------    --------    -------   -------  -------
         <S>                                    <C>         <C>         <C>       <C>      <C>  
         Rental and mineral royalty revenue     $145,214    $103,169    $56,181   $23,479  $16,447
         Rental expenses, property tax and
         insurance                                58,527      38,409     22,611    9,604     7,065 
      Depreciation of real estate owned           26,265      17,877      9,066    4,156     3,022  
                                                 -------     -------     ------   ------   -------           
                                                  60,422      46,883     24,504    9,719     6,360    
  Income from mortgage 
       backed securities:                                          
         Interest income                              -            -          -    3,978    12,832
         Interest expense                             -            -          -    1,558     8,543
                                                  ------      ------      ------   -----    ------
                                                      -            -          -    2,420     4,289   
   Other income:                                               
         Other interest and dividend income        6,908       2,440      2,463    1,940     1,709       
         Other                                     4,476       (655)       (10)      249       297
                                                  ------      ------     ------    -----     -----
                                                  11,384       1,785      2,473    2,189     2,006
       Expenses:                                            
         Interest unrelated to mortgage backed
         securities                               15,646       10,394     5,640    4,230     4,261  
         General and administrative                2,396        1,773     1,433    1,304     1,277
         Depreciation - other, amortization          670          470       180       44       112      
         Other non-recurring costs                 1,370          200     1,308        -         -
                                                  ------       ------     -----    -----     -----     
                                                  20,082       12,837     8,561    5,578     5,650    
       Gains on sales of assets:                                              
         Gains on sales of investments             1,673          881     6,960       332     (698)
         Gains on sales of land                       68          196     1,023       377      803
         Gains on sales of depreciable real estate    72           77         9        83        -
         Gains on mortgage backed securities           -            -         -     1,903 1,681
                                                  ------       ------    ------    ------    -----      
                                                   1,813        1,154     7,992     2,695    1,786                              

       Net income                                 53,537       36,985    26,408    11,445    8,791
       Preferred dividends paid                   18,129        7,934     4,025         -        -
                                                  ------       ------    ------    ------    -----        
       Net income available for common shares    $35,408      $29,051   $22,383   $11,445   $8,791 
                                                  ------       ------    ------    ------    -----    
                        
       Weighted average common shares             33,368       26,430    17,268    10,652    9,326
       Weighted average fully diluted
       common shares                              43,112       32,562    20,381    10,753    9,449
       Fully diluted earnings per common share     $1.06       $ 1.10    $ 1.30    $ 1.07    $ .94    
       Common dividends paid                     $46,734      $33,467   $16,934    $7,285   $4,116   
       Common dividends paid per share             $1.40       $ 1.25     $ .90     $ .66    $ .44
                                                              December 31,    
                                                 -------------------------------------------------
       Balance Sheet Data                           1995         1994      1993      1992     1991
                                                 -------      -------   -------   -------  -------       
       Properties, at cost                    $1,041,622     $815,306  $565,111  $220,615 $132,355 
       Mortgage backed securities                      -            -         -         -  115,973
       Debt related to mortgage backed
       securities                                      -            -         -         -  112,854
       Senior notes                              360,000      120,000   120,000         -        -      
       Mortgage debt                                   -       17,835    37,173     8,238    8,351
       Other debt                                      -       74,975         -   109,358   62,588 
       Total shareholders' equity                695,859      584,851   397,715   106,831   73,919
       Total assets                           $1,072,840     $806,655  $562,172  $235,695 $262,881  

       Other Data                                                  
       Funds from operations                     $79,360      $53,907   $28,790   $12,906  $10,027      
       Funds from operations available
       to common                                 $61,231      $45,973   $24,764   $12,906  $10,027  
       Apartment units acquired during year        3,444        4,872     7,452     2,845      986 
       Total apartment units at end of year       22,296       18,852    13,981     6,529    3,711
     </TABLE>                                                             
       The Company uses the National Association of Real Estate Investment
       Trust's task forces recently published definition of funds from 
       operations. Funds from operations is defined as net income computed in
       accordance with generally accepted accounting principles, excluding 
       non-recurring costs and net realized gains, plus depreciation of real
       property. Funds from operations should be considered along with, and
       not as a substitution for net income and cash flows as a measure of
       the Company's operating performance and liquidity.                     
       
      <PAGE>   
 Part II
 Item 7 - Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                            
 (Dollars in thousands except apartment and per share data)
         
  Overview 
         
                In recent years Merry Land has grown rapidly through the
 acquisition of apartment communities. Its investment in apartments grew by
 18% in 1995, 35% in 1994, 114% in 1993, 76% in 1992 and 36% in 1991, and
 revenue, expenses, net income and funds from operations all reflect this
 growth. The Company believes that its access to public and private debt and
 equity, its experience as an apartment owner, its knowledge of the Southern
 apartment markets and its acquisition expertise have allowed it to take
 advantage of favorable conditions to make acquisitions at attractive yields.
 Merry Land considers its market area to include the Southern United States,
 extending from the Washington, D.C. area to Texas and to Florida. The
 Company believes that it is the largest owner and operator of high end
 apartment communities in this area. The Company also believes that
 specializing in high end Southern apartment communities will allow it to
 establish a franchise recognized among renters and allow it to achieve
 economies in marketing and operating its communities.
              The Company believes that  conditions in the real estate and
 financial markets will allow it to continue to expand its apartment holdings
 through a variety of sources, including acquisitions, the purchase of
 communities planned, under construction or newly completed by merchant 
 builders, and through ground up development. It should be noted, however,
 that as the Company's absolute size has increased it is likely that its rate
 of growth will slow and that increases in earnings and cash flow will become 
 increasingly dependent on improved results of its existing communities
 rather than from portfolio growth. However, there can be no assurance that 
 market conditions will allow any rental increase.         
         Results of Operations for the Years Ended December 31, 1995, 1994,
and 1993.
         
              Markets. Southern apartment markets were generally strong in
 1995 with Merry Land communities averaging 95.2% occupancy, the same as
 1994, and achieving rent rate increases of 4.6%. The Company operates in 27
 metropolitan areas, and has no more than 14% of its portfolio by cost
 located within any one city. The Company believes that this diversification
 of its apartment portfolio reduces the volatility of its aggregate rental
 occupancy and rental income. The following table summarizes property
 information in the Company's largest markets (dollars in thousands, except
 average rental rates):
<TABLE>         
<CAPTION>
                                                 %of     Average   Dec.1995
                                                 Total     1995     Average
              Market        Units      Cost      Cost  Occupancy  Rental Rate
              ------        -----     -------    -----  ---------  -----------
              <S>           <C>       <C>        <C>       <C>         <C>    
              Atlanta       3,346     $138,306      14%     98%        $622
              Dallas        1,830      117,626      12      87          829
              Jacksonville  2,550      104,683      10      97          600
              Orlando       1,902       90,455       9      93          643
              Charlotte     1,623       58,303       6      95          569
              Tampa         1,301       64,050       6      96          642
              Ft. Myers     1,268       58,146       6      96          646
              Raleigh       1,256       46,569       5      96          589
              Charleston      880       33,121       3      94          518
              Savannah        865       32,656       3      98          587
              All others    5,475      265,141      26      93          659
                           ------   ----------     ----     ---        ----
                           22,296   $1,009,056     100%     95%        $639
              ----------
 (1) Represents the average physical occupancy at each month end for the period held.
 (2) Represents weighted average monthly rent charged for occupied units and rents asked for unoccupied units at December month end.
</TABLE>   
              Rental Operations - Total Portfolio. The Company expects its 
 apartment portfolio to experience occupancy in 1996 slightly below the 95%
level of 1995 and 1994. While construction of new apartments has picked up in
many of its markets and occupancy levels have moderated in some cities, the
Company does not expect serious weakness to develop either from overbuilding
or from adverse local economic changes. The operating performance of the
Company's apartment portfolio is summarized in the following table (dollars
in thousands except average monthly rent):
<TABLE>
<CAPTION>         
  
                                     Percent    Change from
                                     Increase   1994 to 1995    1995      1994      1993
                                     --------   ------------  --------  --------  -------
              <S>                       <C>        <C>        <C>       <C>       <C>
              Rents                     42%        $42,616    $144,283  $101,667  $54,565
              Operating expenses        48%         13,148      40,726    27,578   16,572
              Taxes and insurance       54%          5,407      15,465    10,058    5,420
              Depreciation              47%          8,403      26,138    17,735    8,924 
                                        ---        -------     -------   -------  -------   
              Operating income          34%        $15,658     $61,954   $46,296  $23,649 
         
              Average occupancy (1)     0.0%          0.0%       95.2%     95.2%    92.2%
              Average monthly rent (2)  8.1%           $48        $639      $591     $551 
              Expense ratio (3)         5.1%          1.9%       38.9%     37.0%    39.2%
</TABLE>
              __________

              (1) Represents the average of physical occupancy at each month
                  end for the period held.
              (2) Represents weighted average monthly rent charged for
                  occupied units and rents asked for unoccupied units at
                  December month end.
              (3) Represents total of operating expenses, taxes and insurance
                  divided by rental revenues.
         
              With Merry Land's acquisition of new communities, the weighted
 average number of apartments owned rose to 20,290 in 1995 from 15,278 in 
1994, and rental revenues and expenses rose accordingly. Rental revenues also
increased because most of the rental markets in which Merry Land operates
experienced strong job growth and household formation, and this was reflected
in high occupancy levels and rising rent rates. Company wide occupancy at
December 31, 1995 totaled 94.0%, down from 96.0% at the same date in 1994.
This decline was due in large part to 86% occupancy in Dallas where the
Company acquired several communities still in the initial lease up period
following completion of construction.
              The 8.1% increase in portfolio average rental rates in 1995
 from 1994 resulted from higher rents at its continuing properties, and also
 reflects the higher rents charged at the communities the Company acquired in 
 1995, whose monthly rents averaged $751 at December 31, 1995 versus total
 portfolio average of $639.
         
              Rental Operations - Same Properties. The performance of the
 13,666 units which the Company held for all of both 1995 and 1994 ("same
 property" results), is summarized in the following table
 (dollars in thousands, except average monthly rent; see footnotes above):
<TABLE>                       
                                         Percent     Change from         
                                        Increase     1994 to 1995       1995      1994
                                        --------     ------------    -------   ------- 
              <S>                       <C>            <C>           <C>       <C>
              Rent                          4.1%        $3,569       $91,168   $87,599
              Other income                 16.8%           709         4,935     4,226
                                           -----        ------       -------   -------
              Total income                  4.7%         4,278        96,103    91,825
              
              Personnel                    17.0%         1,534        10,550     9,016
              Utilities                     3.9%           226         6,052     5,826
              Operating                     9.6%           482         5,490     5,008
              Maintenance & grounds       (2.9%)         (172)         5,720     5,892
              Taxes and insurance           3.6%           330         9,597     9,267
                                          ------        ------        ------    ------   
                                            6.9%         2,400        37,409    35,009
              Depreciation                  5.3%           862        17,131    16,269
                                          ------        ------        ------
              Operating income              2.5%        $1,016       $41,563   $40,547
         
              Average occupancy for year    0.0%          0.2%         95.4%     95.2%
              Average monthly rent          4.5%           $26          $606      $580
              Expense ratio                 2.1%          0.8%         38.9%     38.1%
         </TABLE>
              Reflecting generally strong rental markets, total income rose
 by $4.3 million or 4.7% for those properties held for all of both periods,
 as a result of flat average occupancy during the year, 4.5% higher average
 rental rates and a $0.7 million increase in other income. At December 31,
 1995 same property occupancy was 95.2%, down from 96.4% at December 31,
 1994, as newly completed apartment construction moderated strong occupancy
 in some of the Company's markets.
         
              Operating expenses increased $2.4 million or 6.9% in 1995 as
 compared to the same period in 1994. Personnel costs accounted for $1.5
 million of this increase as a result of $0.4 million higher performance 
 bonuses, $0.3 million higher ESOP contributions, $0.2 million higher workers
 compensation insurance premiums and higher levels of staffing as formerly
 vacant positions were filled at communities acquired in late 1993. Off site
 property management expense, which is allocated to the communities, rose
 $0.4 million as the Company established additional corporate level positions
 in marketing, training and maintenance. Insurance costs rose $0.3 million
 due to increases in premiums for communities located in Florida.
              For those 6,528 apartments owned by the Company for both 1994
 and 1993, rental revenues increased $3.1 million or 8.2% in 1994 over 1993
 as monthly rental rates increased 3.9% to $530 per month from $510 per
 month, while occupancy for those units rose to 95.7% for 1994 from 92.6% for
 all of 1993. Operating expenses decreased $0.7 million in 1994 from 1993. Of
 this decrease, $0.5 million came from a change in capitalization of certain
 expenditures which had previously been expensed, including painting the
 exterior of apartment communities, replacement of mini blinds and replacement
 of vinyl floor covering. The remaining decrease in expenses came from lower
 personnel costs.
         
              Rental Operations - Development Properties. The Company
 capitalizes the direct and indirect cost of expenditures, including
 interest, taxes, and insurance for communities currently under development.
 Operating costs, such as administration and maintenance, will be expensed
 as apartment units are completed and ready for occupancy. At that time, 
 interest, taxes and insurance are allocated to the units in service
 and also expensed. No units were placed in service in 1995. In 1996 as units
 are delivered and put in service some dilution of earnings may occur if
 leasing lags behind the delivery of units. The Company expects to put
 approximately 1,000 units in service in 1996.
              During 1995 the Company had nine communities under active
 development with three under construction at year end. Construction is
 scheduled to begin on four more communities in 1996. $12.8 million was
 expended in 1995 for apartments under development, bringing the cumulative
 investment to $20.9 million, including capitalized interest of $1.1 million.
 In 1996, the Company expects to spend $98.0 million on development. 
         
              Mineral Royalty and Commercial  Property Income. These amounts
 decreased to $0.9 million in 1995 from $1.4 million in 1994 and $1.6 million
 in 1993, largely as the result of the expiration in late 1994 of one of two
 contracts for the sale of sand and also because of lower occupancies at the
 Company's non-apartment properties.
         
              Interest and Dividend Income. Interest and dividend income rose
 to $6.9 million in 1995 from $2.4 million in 1994 and $2.5 million in 1993
 due to the temporary investment of proceeds from the $115.0 million  Series
 C Preferred Stock offering in March, the $160.0 million 7.25% senior
 unsecured notes offerings in June and August and the $80.0 million 6.875%
 senior unsecured notes offering in November. Average securities investments
 rose to $92.0 million in 1995 from $40.1 in 1994 and $13.2 million in 1993, 
 while the average annual return on investments in 1995 averaged 7.1%, up
 from 5.8% in 1994 and 5.2% in 1993.
         
              Other Income. Other income totaled $4.5 million in 1995 as 
compared to a loss of $0.7 million in 1994. Other income in 1995 included
profits of $4.4 million from cash management activities and $0.1 million from
the sale of timber, while the loss in 1994 came from cash management
activities. Cash management activities include the purchase and sale of
liquid securities and the purchase and sale of options related to such
securities. In 1995, income from cash management activities included $2.4
million from the sale of options and $1.9 million from the sale of
securities, while the loss in 1994 came from the sale of securities.
              The profits and losses from cash management activities of the
 Company's uncommitted cash and temporary investments are included in other
 income, but were included in net realized gains prior to the third quarter
 of 1995. Gains and losses from the sale of long-term investments continue to
 be included in net realized gains and losses. The Company believes that this
 accounting for cash management activities is consistent with the recent
 interpretations by the National Association of Real Estate Investment Trusts
 of its definition of funds from operations with respect to sales of
 undepreciated assets incidental to the Company's operations.
         
              Interest Expense. Interest expense totaled $15.6 million in
 1995, up from $10.4 million in 1994 and $5.6 million in 1993. Average debt
 outstanding rose to $264.6 million in 1995 from $165.2 million in 1994 and 
 $95.2 million in 1993, primarily as a result of financing apartment
 purchases and development through the issuance of the 7.25% and 6.875%
 senior unsecured notes discussed above. The weighted average interest rate
 charged on all the Company's debt increased to 6.9% in 1995 from 6.4% in
 1994 and 5.4% for 1993, primarily as a result of rising short term rates
 and the replacement of short-term financing with the 7.25% and 6.875%
 senior unsecured notes.
         
              Amortization-Financing Costs. Amortization of deferred loan
 costs increased to $0.5 million in 1995 from $0.3 million in 1994 and $0.1
 million in 1993 as a result of additional amortization relating to $2.0
 million in deferred loan costs incurred and capitalized upon the issuance of
 $240.0 million in senior unsecured notes issued during 1995. Partially
 offsetting this increase for 1995 and future years is a decrease in
 amortization of deferred loan costs relating to the Claire Point loan.
 These loan costs were written off in their entirety on November 30, 1995
 when this loan was defeased.
         
              General and Administrative Expenses. General and administrative
 expenses in 1995 were $2.4 million, only 1.7% of rental revenues and 3.0% of
 funds from operations. For 1994 these expenses averaged 1.7% of rental
 revenues and 3.2% of funds from operations and for 1993 averaged 2.6% of
 revenues and 5.0% of FFO. The significant improvements since 1993 reflect
 continuing efforts to control overhead costs and the significant increase in
 the Company's revenues.
         
              Non Recurring Costs. In 1995, the Company recorded a $1.6
 million loss on the retirement of $17.4 million of mortgage debt. Of this 
 amount, $1.1 million was unamortized deferred loan cost and the remainder
 was a prepayment penalty. Partially offsetting this loss, the Company
 reversed a $0.2 million charge reserved in 1994 as the estimated potential
 cost of its share of a possible environmental investigation of a landfill
 located on land the Company owns in Richmond County, Georgia. (See "Part I.
 Item 2 - Properties - Environmental Matters"). In 1993 the Company sold
 $120.0 million of 6.625% unsecured senior notes and used the $119.0 million
 net proceeds to repay substantially all other debt. Prepayment penalties and
 the cost of closing out an interest rate swap agreement totaled $1.3 million.
         
              Gains on Sales of Assets. Net gains recognized on the sale of
 assets totaled $1.8 million in 1995, $1.2 million for 1994 and $8.0 million
 for 1993. Gains in 1995 came primarily from the sale of 281,400 shares of 
 First Financial Holdings, Inc. and included losses on the sale of Treasury
 securities and the unwinding of an interest rate lock. At December 31, 1995,
 the Company owned 200,000 shares of First Financial with an unrealized gain
 of $2.6 million. Gains in 1994 came from the sale of securities and real
 estate. Gains in 1993 came primarily from the sale of thrift stocks.
         
              Net Income.  Net income totaled $53.5 million for 1995, $37.0
 million for 1994 and $26.4 million for 1993. Net income available for common
 shareholders totaled $35.4 million for 1995, $29.1 million for 1994 and 
 $22.4 million for 1993. The increases in net income and net income available
 for common shareholders for 1995 when compared to 1994 arose principally
 from substantially increased operating income from apartments due to the 
 growth of the Company's apartment holdings. Net income per common share in
 1995 decreased to $1.06 from $1.10 in 1994 and $1.30 in 1993.
         
              Dividends to preferred shareholders. Dividends to preferred
 shareholders totaled $18.1 million for 1995 and $7.9 million for 1994 and
 $4.0 million for 1993. The increase in preferred dividends arose from an
 increase in the amount of preferred stock outstanding during the period.
 In 1995 the Company sold 4.6 million shares of Series C Cumulative
 Convertible Preferred Stock in a public offering. In November 1994, the
 Company completed a private placement of 4.0 million shares of its Series B
 Cumulative Convertible Preferred Stock. In June 1993, the Company sold 4.6
 million shares of Series A Cumulative Convertible Preferred Stock in  a
 public offering.
              Preferred dividends are summarized in the following table
 (dollars in thousands):
  <TABLE>       
                                        Twelve months ended Dec. 31,
                                        ----------------------------        
                                              1995     1994     1993
                                            ------   ------   ------
              <S>                           <C>      <C>      <C>
              Series A Preferred shares     $1,425   $6,454   $4,025
              Series B Preferred shares      8,820    1,480        -
              Series C Preferred shares      7,884        -        -
                                            ------   ------   ------
                Total preferred dividends  $18,129   $7,934   $4,025
  </TABLE>    
              Holders of the Company's Series A Preferred Stock have
 converted 3.9 million of the 4.6 million Series A shares originally issued
 in June 1993 into 5.3 million shares of the Company's common stock.
 Conversions have occurred because the common dividend was raised above the
 equivalent preferred dividend.
         
              Funds From Operations. Funds from operations rose 47% to $79.4
million in 1995 as compared to $53.9 million in 1994 and $28.8 million in
1993. Funds from operations available to common shares rose 33% to $61.2
million in 1995 compared to $46.0 million in 1994 and $24.8 million in 1993.
These increases were principally due to increased rental operating income
resulting from the growth of the Company's apartment holdings and increased
other income. On a fully diluted per share basis, funds from operations
increased to $1.84 in 1995 from $1.66 per share in 1994, or 11%. In 1993,
funds from operations was $1.41 per share.
              The following is a reconciliation of net income to funds from
 operations (data in thousands, except per share data):
<TABLE>
<CAPTION>
                                                          1995       1994      1993
                                                        _______    _______   _______
              <S>                                       <C>       <C>        <C>    
              Net income                                $53,537    $36,985   $26,408
              Less preferred dividends paid              18,129      7,934     4,025
                                                        -------    -------   -------  
              Net income available for common shares     35,408     29,051    22,383
              
              Add depreciation of real estate owned      26,265     17,877     9,066
              Add non-recurring costs                     1,370        200     1,308
              Less net realized gains                     1,812      1,153     7,992
                                                        -------    -------   -------     
              Funds from operations available to common 
                 shares                                  61,231     45,973    24,765
              Add preferred dividends                    18,129      7,934     4,025
                                                        -------    -------   -------
              Funds from operations-fully diluted       $79,360    $53,907   $28,790
                                                        -------    -------   -------
              Weighted average common shares outstanding-
                 primary                                 33,368     26,430    17,268
                 fully diluted                           43,112     32,562    20,381
              
              Funds from operations per share-
                 primary                                  $1.84      $1.74     $1.43
                 fully diluted                            $1.84      $1.66     $1.41
         </TABLE>
              The Company believes that funds from operations is an important
 measure of its operating performance. Funds from operations does not
 represent cash flows from operations as defined by generally accepted
 accounting principles, GAAP, and should not be considered as an alternative
 to net income or as an indicator of the Company's operating performance, or
 as a measure of the Company's liquidity. Based on recently published
 recommendations of a task force of the National Association of Real Estate
 Investment Trusts, the Company defines funds from operations as net income
 computed in accordance with GAAP, excluding non-recurring costs and net
 realized gains, plus depreciation of real property. This revised definition
 eliminates from funds from operations any amortization of debt costs and any
 non-real estate depreciation. Revision of the definition reduced the
 Company's funds from operations by $0.7 million, $0.5 million and $0.2
 million 1995, 1994 and 1993, respectively.
         
         
         Liquidity and Capital Resources
         
              Financial Structure. At December 31, 1995, total debt equaled
 34% of total capitalization at cost, and 25% of total capitalization with
 equity valued at market. At that date, the Company's financial structure was
 as follows (dollars in thousands):
 <TABLE>
 <CAPTION>    
                                                                        Equity at
                                                                          Market
                                                       Cost    Total       Value   Total
                                                    -------    -----    ---------  -----
              <S>                                   <C>        <C>     <C>        <C>    
              Advances under line of credit         $     -             $      -           
              Mortgage loans                              -                    -      
              6.625% senior unsecured notes, 1999    40,000                40,000    
              6.625% senior unsecured notes, 2000    40,000                40,000    
              6.625% senior unsecured notes, 2001    40,000                40,000    
              7.25% senior unsecured notes, 2002     40,000                40,000    
              6.875% senior unsecured notes, 2003    40,000                40,000    
              6.875% senior unsecured notes, 2004    40,000                40,000    
              7.25% senior unsecured notes, 2005    120,000               120,000  
                                                    -------               -------      
              Total debt                            360,000     34%       360,000     25%
         
              Common and preferred equity (1)       695,859     66%     1,055,640     75%
                                                    -------     ---     ---------     ---   
         
              Total capitalization               $1,055,859    100%    $1,415,640    100%
                                                  ---------    ----    ----------    ----
              </TABLE>
              ----------
              (1) Assumes conversion of all outstanding preferred stock into
                  common stock.
         
              At December 31, 1995, the Company had no borrowings outstanding
 under its $160.0 million line of credit. The line matures on June 29, 1996,
 and subject to the bank's approval, is expected to be renewed annually. It
 generally is not the practice of the Company to finance its acquisitions
 using mortgage debt, though at times the Company finds it advantageous to
 assume such debt in order to successfully negotiate and close property
 acquisitions. During 1995, the Company repaid approximately $24.4 million of
 mortgage debt previously assumed in property acquisitions. Of this amount,
 $17.4 million was defeased by transferring government securities totaling
 $17.9 million to a trust account with First Union National Bank of Georgia.
              The Company's Preferred Stock and its senior notes are rated
 investment grade by Standard & Poor's Corporation and Moody's Investors
 Service, Inc.
         
              Liquidity. Merry Land expects to meet its short-term liquidity
 requirements with cash provided by operating activities, by liquidating
 short term investments and by borrowing under its line of credit. The 
 Company's primary short-term liquidity needs are operating expenses,
 apartment acquisitions and development and capital improvements.
 Expenditures for the Company's development projects under way totaled $12.8
 million in 1995. Over the next three years, the Company expects to spend
 $150.0 million to complete its communities under development. During this
 period no principal amounts of the Company's debt become due. Capital
 resources available to the Company at December 31, 1995 included cash and
 marketable securities of $92.3 million and amounts available under the
 Company's $160.0 million line of credit. Currently, there is no amount
 outstanding under the line of credit, but the Company is limited in the
 amount of debt it may  incur under the terms of its existing loan
 agreements. At December 31, 1995, the Company's loan agreements and the
 covenants under its senior unsecured notes would have allowed it to borrow
 an additional $107.4 million on an unsecured basis.
              The Company expects to meet its long-term liquidity
 requirements, including scheduled debt maturities and permanent financing
 for property acquisitions and development, from a variety of sources,
 including operating cash flow, additional borrowings and the issuance and
 sale of debt and equity securities in the public and private markets.
         
              Cash Flows. The following table summarizes cash flows for 1995,
 1994, and 1993 (dollars in thousands):
<TABLE>
<CAPTION>
                                                        Sources and Uses of Cash:
                                                   ------------------------------
                                                       1995      1994       1993   
                                                   --------  ---------  ---------  
              <S>                                  <C>       <C>        <C>           
              Operating activities                 $  82,224 $  56,099  $  30,911
              Sales of common and preferred stock    116,845   187,939    283,560
              Net borrowings                         148,234    55,637      1,429
              Other                                   11,788     3,977     17,660
                                                     -------   -------    -------
              Total sources of cash                  359,091   303,652    333,560
         
              Acquisitions of and improvements to
               properties                           (213,521) (242,134)  (307,048)
              Development of properties              (12,813)   (8,129)         -
              Dividends paid                         (64,868)  (41,401)   (20,959)
              Other                                   (4,021)        _        (23) 
                                                     -------   -------    -------
              Total uses                            (295,223  (291,664)  (328,030)
         
              Increase (decrease) in cash,
                 securities and temporary
                 investments                       $ 63,868   $ 11,988    $  5,530
</TABLE>
         
              Operating cash flow has grown significantly with the expansion
 of the Company's apartment holdings. In 1995, the Company raised $347.8
 million from the issuance of preferred stock and senior notes described 
 above. During the year, the Company used $196.3 million to acquire
 apartments and has invested the remainder in short term investments and
 marketable securities. Dividends paid in 1995 and 1994 increased from 
 levels in prior years due to an increase in the average amount of stock
 outstanding, and in the case of the Company's common stock, an increase in
 the quarterly dividend per share to $0.35 in the fourth quarter of 1994 from
 $0.30 per share. In 1995, 4.6 million shares of Series C Preferred Stock
 were issued. In 1994, 4.0 million shares of Series B Preferred Stock were
 issued. Marketable securities and short term increased significantly in
 1995 because all of the proceeds from the senior unsecured notes offering
 had not been invested in additional apartments at year end.
         
              Capital Expenditures. The Company capitalizes the direct and
 indirect cost of expenditures for the acquisition or development of
 apartments and for replacements and improvements. Replacements are non-
 revenue producing capital expenditures which recur on a regular basis, but
 which have estimated useful lives of more than one year, such as carpet,
 vinyl flooring and exterior repainting. Improvements are expenditures which
 significantly increase the revenue producing capability or which
 significantly reduce the cost of operating assets. At newly acquired
 communities, the Company often finds it necessary to upgrade the physical
 appearance of the properties and to complete maintenance and repair work
 which had been deferred by prior owners. These activities often result in 
 heavier capital expenditures in the early years of Company ownership, and
 some of these expenditures which would be considered replacements at
 stabilized communities (as defined below) are classified as improvements
 at newly acquired properties. Interest, real estate taxes and other carrying
 costs incurred during the development period of apartments under construction
 are capitalized and, upon completion of the project, depreciated over the
 lives of the project.
                      The following table summarizes the capital expenditures
 for 1995, 1994 and 1993 (dollars in thousands, except per unit data):
<TABLE>
<CAPTION>
                                                 1995       1994       1993
                                             --------   --------   --------
              <S>                            <C>        <C>        <C>
              Apartment communities:
               Acquisitions                  $198,339   $226,041   $296,514  
               Development projects:                 
                  Development costs            11,749      8,129          -
                  Capitalized interest          1,064          -          -
               Replacements for stabilized
                  communities (1)               3,178      1,710        564
               Improvements (2)                11,103     14,169      9,783
              Commercial properties               373        153         26
              Corporate level expenditures         528         61        161 
                                             --------   --------   --------
                                             $226,334   $250,263   $307,048
              Per Unit:
               Replacements for stabilized
                  communities (1)                $233       $262       $168
               Improvements (2)                  $498       $752       $700
</TABLE>
               __________
              (1) Stabilized communities are those properties which have been 
                  owned for at least one full calendar year. In 1995, 13,666
                  units were stabilized as compared to 6,528 in 1994 and 
                  3,361 in 1993.
              (2) Improvements include expenditures for all properties owned 
                  during the period and replacements for newly acquired
                  communities.
              
              Inflation. Substantially all of the Company's leases are for
 terms of one year or less, which should enable the Company to replace
 existing leases with new leases at higher rentals in times of rising prices.
 The Company believes that this would offset the effect of cost increases
 stemming from inflation.
         
<PAGE>         
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
         
         To the Stockholders of 
         Merry Land & Investment Company, Inc.:
         
         We have audited the accompanying consolidated balance sheets of
         Merry Land & Investment Company, Inc. (a Georgia corporation) as of
         December 31, 1995 and 1994 and the related consolidated statements
         of income, changes in stockholders' equity, and cash flows for each
         of the three years in the period ended December 31, 1995. These 
         financial statements are the responsibility of the Company's
         management. Our responsibility is to express an opinion on these
         financial statements based on our audits.
         
         We conducted our audits in accordance with generally accepted
         auditing standards. Those standards require that we plan and perform
         the audit to obtain reasonable assurance about whether the financial
         statements are free of material misstatement. An audit includes
         examining, on a test basis, evidence supporting the amounts and 
         disclosures in the financial statements. An audit also includes
         assessing the accounting principles used and significant estimates 
         made by management, as well as evaluating the overall financial
         statement presentation. We believe that our audits provide a
         reasonable basis for our opinion.
         
         In our opinion, the consolidated financial statements referred to
         above present fairly, in all material respects, the financial
         position of Merry Land & Investment Company, Inc. as of December 31,
         1995 and 1994, and the results of its operations and its cash flows
         for each of the three years in the period ended December 31, 1995,
         in conformity with generally accepted accounting principles.
         
         
         
                                                /s/ Arthur Andersen LLP
                                                    Arthur Andersen LLP
         
         
         
         Atlanta, Georgia
         January 15, 1996
         
       <PAGE>  
       Part II
       Item 8 - Financial Statements and Supplementary Data
       <TABLE>
                        Merry Land & Investment Company, Inc.
                             CONSOLIDATED BALANCE SHEETS
                                   (In thousands)
                                                                 December 31,   
                                                                      1995         1994    
                                                                  ----------   ----------
         <S>                                                     <C>           <C>
         PROPERTIES AT COST
         Apartments                                               $1,009,056   $  796,436
         Apartments under development                                 20,942        8,129
         Commercial rental property                                    6,412        6,040
         Land held for investment or future development                3,815        3,831
         Operating equipment                                           1,397          870
                                                                 -----------    ---------      
                                                                   1,041,622      815,306
         Less accumulated depreciation and depletion                 (68,346)     (41,874)
                                                                 -----------    ---------
                                                                     973,276      773,432
       CASH AND SECURITIES
   
         Cash and cash equivalents                                    43,834          718
       
         Marketable securities                                        48,468       27,716
                                                                  ----------    ---------
                                                                      92,302       28,434
       OTHER ASSETS                                                   
         Notes receivable                                                816          941
         Deferred loan costs                                           4,022        2,066
         Other                                                         2,424        1,782
                                                                       7,262        4,789
                                                                  ----------    ---------      
       TOTAL ASSETS                                               $1,072,840    $ 806,655
                                                                  ----------    ---------
        
       NOTES PAYABLE                                       
         Mortgage loans                                           $        -    $  17,835
         Senior notes                                                360,000      120,000
         Note payable-credit line                                          -       57,600
         Repurchase agreement                                              -       17,375
                                                                  ----------    ---------    
                                                                     360,000      212,810
       ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                       
         Accrued interest                                              4,295        2,224
         Resident security deposits                                    2,578        3,012
         Accrued property taxes                                        4,294        1,205
         Other                                                         5,814        2,553
                                                                  ----------    ---------  
                                                                      16,981        8,994
       STOCKHOLDERS' EQUITY                                
         Preferred stock, at $25 liquidation preference, 20,000
          shares authorized;
              667 shares $1.750 Series A Cumulative Convertible       16,688       62,908
            4,000 shares $2.205 Series B Cumulative Convertible      100,000      100,000
            4,600 shares, $2.15 Series C Cumulative Convertible      114,995            -
         Common stock without par value at $1 stated value,
            100,000 shares authorized; 33,876 and 30,744 shares       33,876        30,744
            Capital surplus                                          425,611       375,170
            Cumulative undistributed net earnings                     11,787        23,112
            Notes receivable from stockholders and ESOP              (15,796)      (10,283)
            Unrealized gain on securities                              8,698         3,200
                                                                  ----------    ---------- 
                                                                     695,859       584,851     
         
                                                                  ----------    ---------- 
       LIABILITIES AND STOCKHOLDERS' EQUITY                       $1,072,840    $  806,655
                                                                  ----------    ----------
       </TABLE>
       
          The accompanying notes are an integral part of these statements.
         
       <PAGE>  
       Part II
       Item 8 -Financial Statements and Supplementary Data
       
                        Merry Land & Investment Company, Inc.
                         CONSOLIDATED STATEMENTS OF INCOME
                        (In thousands, except per share date)
       <TABLE>
       <CAPTION>                                   
                                                   Years Ended December 31,
                                                --------   --------  --------   
                                                  1995       1994      1993
                                                --------   --------  --------
       <S>                                      <C>        <C>       <C>  
       INCOME
       Rental income                            $144,778   $102,352  $55,262
       Mineral royalties                             436        817      919
       Mortgage interest                              79         95      510
       Other interest                              5,435      2,070    1,709
       Dividends                                   1,394        275      244
       Other income                                4,476       (655)      10
                                                --------    -------   ------
                                                 156,598    104,954   58,654
                                                                     
       EXPENSES                                                      
       Rental expense                             42,180     27,953   16,996
       Interest                                   15,646     10,394    5,640
       Depreciation -  real estate                26,265     17,877    9,066
       Depreciation -  other                         208        122       59
       Amortization - financing costs                462        348      121
       Taxes and insurance                        16,347     10,456    5,615
       General and administrative expense          2,396      1,773    1,433
       Other non-recurring expense                 1,370        200    1,308
                                                 -------     -------   ------
                                                 104,874      69,123   40,238
       
       Income before net realized gains           51,724      35,831   18,416
       Net realized gains                          1,813       1,154    7,992
                                                 -------      ------   ------    
       NET INCOME                                 53,537      36,985   26,408
                                                 -------      ------   ------
                                                           
         Dividends to preferred shareholders      18,129       7,934    4,025
                                                 -------      ------   ------
       
       NET INCOME AVAILABLE
         FOR COMMON SHARES                       $35,408     $29,051  $22,383
                                                 -------     -------  -------  
                          
       Weighted average common shares
         - outstanding                            33,368      26,430   17,268
         - fully diluted                          43,112      32,562   20,381
       
       NET INCOME - PER SHARE                      $1.06       $1.10    $1.30
       FULLY DILUTED                               $1.06       $1.10    $1.30
                                                   -----       -----    -----
       
       CASH DIVIDENDS DECLARED                  
       PER COMMON SHARE                            $1.40       $1.25    $0.90
</TABLE>       
          The accompanying notes are an integral part of these statements. 
       
<PAGE>
    Part II
    Item 8 - Financial Statements and Supplementary Data
                                          
                       Merry Land & Investment Company, Inc.
             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (In thousands)
      
<TABLE>
<CAPTION>
                                                              Cumulative Total
                                 Preferred Stock        Common Stock     Capital Undistributed Stockholders'
                                 Shares   Amount       Shares   Amount   Surplus  Net Earnings    Equity
                                 ---------------       ---------------   ------- ------------- -----------
    <S>                          <C>                  <C>       <C>       <C>       <C>          <C>     
    Balance, December 31, 1992        -        -       12,575   12,575    72,176    22,080       106,831
    1993 net income                   -        -            -        -         -    26,408        26,408
    Sale of common stock              -        -        9,950    9,950   164,962         -       174,912
    Sale of preferred stock       4,600  115,000            -        -    (5,781)        -       109,219
    Common stock issued in
     conversion of debentures         -        -           55       55       410         -           465
    Sale of common stock to
     employees                        -        -          135      135     1,910         -         2,045
    Increase in notes receivable
     from stockholders                -        -            -        -    (1,838)        -        (1,838)
    Common stock dividends            -        -            -        -   (16,934)  (16,934)      (16,934)
    Stock dividends reinvested        -        -           99       99     1,661         -         1,760
    Preferred stock dividends
     ($.875 per share)                -        -            -        -         -    (4,025)       (4,025)
    Stock purchase plan               -        -            -        -       164         -           173
    Common stock redeemed             -        -          (72)     (72)   (1,480)        -        (1,552)
    Sale of common stock to ESOP      -        -           75       75     1,284         -         1,359
    Increase in notes receivable
     from ESOP                        -        -            -        -         -         -       (1,108)
                                  -----  -------      -------  -------  --------    ------        ------
    Balance, December 31, 1993    4,600  115,000       22,826   22,826   232,360    27,529       397,715
     1994 net income                   -        -            -        -         -   36,985        36,985
    Sale of common stock              -        -        4,600    4,600    82,907         -        87,507
    Sale of preferred stock       4,000  100,000            -        -    (3,288)        -        96,712
     Common stock issued in
     conversion of preferred
     stock, Series A             (2,084) (52,092)        2,792   2,792    49,300         -             -
    Sale of common stock to
     employees                        -        -           389     389     6,888         -         7,277
    Purchase of common stock
      from employees                  -        -            (9)     (9)     (186)        -         (195)
    Increase in notes receivable
     from stockholders                -        -             -       -    (6,687)        -        (6,687)
    Common stock dividends            -        -             -       -         -    (33,467)     (33,467)
    Stock dividends reinvested        -        -           194     194     3,741          -         3,935
    Preferred stock dividends         -        -             -       -         -     (7,934)      (7,934)
    Stock purchase plan               -        -           128     128     2,411          -       2,539
    Common stock redeemed             -        -          (176)   (176)   (2,972)         -       (3,148)
    Decrease in notes receivable
     from ESOP                        -        -             -       -       412          -          412
    Unrealized gain on securities     -        -             -       -     3,200          -        3,200
                                  -----    -----         -----   -----    -------    ------      -------   
   Balance, December 31, 1994     6,516  162,908        30,744  30,744    368,086    23,113      584,851
    1995 net income                   -        -             -       -          -    53,537       53,537
    Sale of preferred stock       4,600  115,000             -       -     (5,314)        -      109,686
    Common stock issued in
     conversion of preferred
     stock, Series A            (1,849)  (46,225)        2,478   2,478     43,747         -            -
    Sale of common stock to
     employees                       -         -           236     236      4,194         -        4,430
    Purchase of common stock
     from employees                  -         -           (10)    (10)      (228)        -         (238)
    Increase in notes receivable
     from stockholders               -         -             -       -     (3,453)        -       (3,453)
    Common stock dividends           -         -             -       -          -   (46,734)     (46,734)
    Common stock dividends
     reinvested                      -         -           423     423      8,124         -        8,547
    Preferred stock dividends        -         -             -       -          -   (18,129)     (18,129)
    Stock purchase plan              -         -           129     129      2,494         -        2,623
    Common stock redeemed            -         -          (124)   (124)    (2,576)        -      (2,700) 
    Sale of common stock to
     the ESOP                        -         -             -       -     (2,059)        -      (2,059)
    Unrealized gain on securities    -         -             -       -      5,498         -       5,498             
                                ------   -------        ------  ------    -------    ------      --------
    Balance, December 31, 1995   9,267   231,683        33,876  33,876    418,513    11,787       695,859
                                ------   -------        ------  ------    -------    ------      --------          
               The accompanying notes are an integral part of these statements.
</TABLE>
       
<PAGE>  
       
       Item 8 - Financial Statements and Supplementary Data
       
                        Merry Land & Investment Company, Inc.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (In thousands)
<TABLE>      
<CAPTION>
                                                       Years Ended December 31,   
                                                     ----------------------------                                     
                                                        1995       1994      1993
                                                     -------    -------   -------
       <S>                                           <C>        <C>       <C>    
       OPERATING ACTIVITIES:
         Rents and royalties received                $145,232   $103,149  $56,347
         Interest received                              4,887      2,011    2,035
         Dividends received                             1,394        275      244

         Rental expense                               (40,981)   (27,804) (15,988)
         General and administrative expense            (2,257)    (1,229   (1,767)
         Interest expense                             (13,575)   (10,158)  (4,395)
         Property taxes and insurance expense         (12,461)   (10,282)  (5,880)
         Other                                            (15)       137      315
            Net cash provided by operating             ------     ------   ------
            activities:                                82,224     56,099   30,911
                                                                   
       INVESTING ACTIVITIES:                                       
         Principal received on notes receivable           125       116    10,272
         Sale of securities and temporary
          investments                                 274,944     7,030   117,494
         Purchase of securities and temporary
          investments                                (284,189)  (15,477) (114,085)
         Sale of real property                            156       302       428
         Purchase of real property                   (198,339) (226,041) (296,514)
         Development of real property                 (12,813)   (8,129)        -
         Improvements to real property                (15,182)  (16,093)  (10,534)
         Nonrecurring expenditures                     (1,546)        -         -
         Other                                         (2,475)      158       (23)
            Net cash Provided by operating           --------   -------   ------- 
             activities                              (239,319) (258,134) (292,962)
                                                           
       FINANCING ACTIVITIES:
         Net borrowings (repayments) -
          repurchase agreements                       (17,375)   17,375         -
         Net borrowings (repayments) - bank debt      (57,600)   57,600  (109,358)
         Net borrowings - senior notes                240,000         -   119,025
         Assumption of mortgage loans                   7,041         -         -
         Repayments of mortgage loans                 (23,832)  (19,338)   (8,238)
         Cash dividends paid - common                 (46,739)  (33,467)  (16,934)
         Cash dividends paid - preferred, Series A     (1,425)   (6,454)   (4,025)
         Cash dividends paid - preferred, Series B     (8,820)   (1,480)        -  
         Cash dividends paid - preferred, Series C     (7,884)   (1,480)        -
         Sale of common stock - public offerings            -    87,507   171,949
         Sale of common stock - reinvested dividends     8,547    3,935     1,760
         Sale of common stock - stock purchase plan      2,623    2,538       173
         Sale of common stock - employees                  977      395       459
         Sale of preferred stock - public offering     109,686   96,712   109,219       
         Common stock retired                           (2,938)  (3,148)        -
         Loan to ESOP                                   (2,050)       -         -
                                                       -------  -------   ------- 
           Net cash provided by financing activities   200,211  202,175   264,030
                                                       -------  -------   -------
       NET INCREASE (DECREASE) IN CASH                  43,116     140      1,979
       CASH AND CASH EQUIVALENTS AT BEGINNING
       OF PERIOD                                           718      578       349
                                                       -------  -------   -------
       CASH AND CASH EQUIVALENTS                      $ 43,834  $   718   $ 2,328
       AT END OF PERIOD                                -------  -------   -------
</TABLE>       
         The accompanying notes are an integral part of these statements.

<PAGE>
         
       Part II
       Item 8 - Financial Statements and Supplementary Data
       Statements of Cash Flows (Continued)
      
 
          Reconciliation of Net Income to Cash Flows from Operating Activities
                                          
[CAPTION]
<TABLE>                                    
                                                          Years Ended December 31,
                                                     ------------------------------ 
                                                        1995        1994       1993
                                                     -------     -------    -------
       <S>                                           <C>         <C>        <C>    
       Net income                                    $53,537     $36,985    $26,408
       Adjustments to reconcile net income to net     
        cash provided by operating activities:           
        Depreciation and amortization                 26,935      18,347      9,246
        (Increase) decrease in interest and accounts
          receivable                                    (586)       (110)      (168)
        (Increase) decrease in other assets           (2,012)       (282)        (9)
        Increase (decrease) in accounts payable and
         accrued interest                              6,163       1,479       3,426
        Gain on the sale of marketable securities     (1,673)       (202)     (6,961)
        Gain on the sale of real estate                 (140)       (273)     (1,031)
        ESOP contributions                                 -         154           -
                                                     -------     -------     -------
        Net cash provided by operating activities    $82,224     $56,099     $30,911
                                                     -------     -------     -------
       
  </TABLE>     
          The accompanying notes are an integral part of these statements.
       
<PAGE>
Part II 
Item 8 - Financial Statements and Supplementary Data
         
                       MERRY LAND & INVESTMENT COMPANY, INC.
                           Notes to Financial Statements
                                          
1. Nature of Business
         
              Merry Land & Investment Company, Inc. is a real estate
investment trust (REIT), which acquires, builds and operates upscale
apartment communities throughout the Southern United States.
         
2. Summary of Significant Accounting Policies
         
             Recognition of Income
              The Company leases its apartment properties generally for terms
 of one year or less. Rental income is recognized when collected.
         
             Depreciation and Amortization
              Depreciation of buildings and equipment is computed on the
 straight-line method for financial reporting purposes 
 using the following estimated useful lives:
         
                    Apartments.................................40-50   years
                    Land improvements..........................   50   years
                    Commercial rental buildings................40-50   years 
                    Furniture, fixtures, equipment and carpet...5-15   years
                    Operating equipment.........................3-5    years
         
              Straight line and accelerated methods are used for income tax
 reporting purposes. Betterments, renewals and extraordinary repairs that
 extend the lives of assets are capitalized; other repairs and maintenance
 are expensed.
         
             Income Taxes 
              As a real estate investment trust, the Company does not pay
 income taxes on its distributed income. It does pay income taxes on that
 income which is not distributed, and it may be subject to excise taxes on
 income distributed after certain dates. See Note 5 for a further discussion
 of income taxes.
         
             Earnings Per Share and Share Information
              Earnings per share are computed on the basis of the weighted
 average number of shares outstanding during the year. Earnings per share
 assuming full dilution are computed based on the assumption that convertible
 preferred stock was converted at the beginning of the year with an
 applicable reduction in preferred dividends.
      
              Principles of Consolidation
               The consolidated financial statements include the accounts of
 the Company and its wholly-owned limited partnerships. Any significant inter-
 company transactions and accounts have been eliminated in consolidation.

              Use of Estimates
               The preparation of these financial statements required the use
 of certain estimates by management in determining the Company's assets,
 liabilities, revenue and expenses.

              Cash and Cash Equivalents
               For purposes of the statement of cash flows, all investments
 purchased with an original maturity of three months or less are considered to
 be cash equivalents.

              Development Activities
               The cost of developed properties includes interest, property
 taxes, insurance and allocated development overhead incurred during the
 construction period. 
                   
         3. Marketable Securities
         
              The cost and market value of securities by major classification
 at December 31 were as  follows:
<TABLE>
<CAPTION>       
                                       1995                 1994                 1993 
                                 Cost       Market       Cost    Market     Cost     Market
                                 -------    -------    ------    -------   -------   -------
         <S>                     <C>        <C>        <C>       <C>       <C>      <C>                               
         Common stocks           $37,864    $46,018    $ 3,323   $ 7,702   $ 3,920   $ 9,512
         Corporate debentures      1,906      2,450      1,906     2,401     1,906     2,376
         U.S. treasury notes           -          -     19,287    17,613     8,292     8,250
         Repurchase agreements         -          -          -         -     1,750     1,750
                                  ------     ------     ------    ------    ------   ------- 
                                 $39,770    $48,468    $24,516   $27,716   $15,868   $21,888
                                  ------     ------     ------    ------    ------   ------
</TABLE>         

              In 1995, the Company sold 281,400 shares of First Financial
 Holdings for a gain of $1.8 million, and recorded other income of $4.4
 million related to the buying and selling of Treasury Notes and options for
 the sale of Treasury Notes. The Company also bought common shares of other
 apartment REITs which operate in the Company's market area for a cost of
 $36.5 million. These securities had a market value of $42.0 million at
 December 31, 1995. 
              On January 1, 1994, the Company adopted SFAS 115 and reports
 its marketable securities at market value with unrealized gains and losses
 as a separate component of shareholder's' equity. Changes in net unrealized
 gains are recorded as adjustments to this account and not as credits or
 charges to earnings.
              
         4. Borrowings and Assets Subject to Lien
         
              During the second quarter of 1995 the Company completed a
 public offering of $120.0 million of 7.25% senior unsecured notes. In the
 third quarter of 1995 the Company completed a public offering of $40.0
 million of 7.25% senior unsecured notes. Also in the fourth quarter of 1995,
 the Company completed a public offering of two $40.0 million tranches of
 6.875% senior unsecured notes. The senior unsecured notes contain covenants
 which limit the levels of debt the Company may incur. At December 31, 1995
 these covenants would have allowed the Company to borrow on an unsecured 
 basis.
              On November 30, 1995 the Company defeased all its remaining 
mortgage debt by transferring government securities totaling $17.9 million
to a trust account with First Union National Bank of Georgia. The $17.4
million of mortgage debt defeased is secured by the Claire Point and
Lakeridge communities. These encumbrances will be removed upon repayment of
the mortgage debt by the trust in February and July of 1996.
         
              Borrowings outstanding at December 31 were as follows (in
 thousands): 
 <TABLE>
 <CAPTION>  
                                                           1995         1994
                                                         --------     --------
              <S>                                        <C>          <C>     
              6.625% senior unsecured notes (a)          $120,000     $120,000
              7.250% senior unsecured notes (b)            40,000            -
              6.875% senior unsecured notes (c)            40,000            -
              6.875% senior unsecured notes (d)            40,000            -
              7.25% senior unsecured notes (e)            120,000       
              Mortgage loans                                    -       17,835
              Advance under unsecured line of
                credit (f)                                      -       57,600
              Repurchase agreement                              -       17,375
                                                          -------     --------
                                                          $360,000    $212,810
  </TABLE>
             (a)  $120 million, 6.625% notes, interest payable semi-annually,
                  principal installments of $40 million each due 1999, 2000,
                  and 2001.
             (b)  $40 million, 7.25% notes, interest payable semi-annually,
                  maturity 2002.
             (c)  $40 million, 6.875% notes, interest payable semi-annually,
                  maturity 2003.
             (d)  $40 million, 6.875% notes, interest payable semi-annually,
                  maturity 2004.
             (e)  $120 million, 7.25% notes, interest payable semi-annually,
                  maturity 2005.
             (f)  $160 million line of credit, interest equal to LIBOR plus
                  0.65%, maturity 1996.
          
             The Company estimates that the fair value of borrowings approxi-
 mates their carrying value at December 31, 1995. Maturities of borrowings at
 December 31 were as follows (in thousands):
                                               Loan
                                               Amount
                                             --------
                                1996         $      -  
                                1997                -
                                1998                -
                                1999           40,000
                                2000           40,000
                                2001           40,000
                                2002           40,000
                                2003           40,000
                                2004           40,000
                                2005          120,000
                                              -------
                                             $360,000
                                             --------
         
         5. Income Taxes
         
              As discussed in Note 1, the Company has elected to be taxed as
 a REIT. The Internal Revenue Code provides that a REIT, which in any taxable
 year meets certain requirements and distributes to its stockholders at least
 95% of its ordinary taxable income, will not be subject to federal income
 taxation on taxable income which is distributed. The Company distributed the
 required amounts of income for the periods reported. Accordingly, no
 provision for income taxes is required.
             The Company's taxable income differs from its income reported in
 the accompanying financial statements because of the difference in the
 timing of recognition of certain items of income and expense for tax
 purposes. A reconciliation of tax and book income follows:
         
                                               1995      1994      1993
                                            -------   -------   -------
            Net income                      $53,537   $36,985   $26,408
            Adjustment of securities to
              market value                        -         -       457
            Excess of tax over accounting
             depreciation                   (6,944)   (5,724)   (9,837)
            Other                             (366)      (94)      218
                                            -------   -------   -------
            Estimated taxable income        $46,227   $31,167   $17,236
         
         6. Incentive Stock Option Plan
         
              Under the Company's incentive stock option plan, at
 December 31, 1995, there were 1,304,000 shares available for grant and
 215,000 exercisable options outstanding. Options granted under the plan
 expire ten years from date of grant and may not be exercised at a rate
 greater than 20% per year. Shares under option which subsequently expire or
 are canceled are available for subsequent grant. The option price is equal
 to the market price of the shares on the date of the option grants.  
             Options outstanding for the years ended December 31, 1995, 1994,
 and 1993, are as follows:
         
              Balance December 31, 1993                    155,000
               Issued (at between $17.50 and
                $20.88 per share)                          400,000
              Exercised (at $8.25 per share)                (9,000)
                                                           -------
              Balance December 31, 1994                    546,000
               Exercised (at between $8.25 and $19.00
                per share)                                 (11,000)
               Canceled                                    (25,000)
               Balance December 31, 1995 (at between       -------
               $8.25 and $20.88 per share)                 510,000
         
              During 1995, 1994 and 1993, the Company loaned officers and
 employees $4.4 million, $7.2 million and $2.0 million respectively, to
 purchase shares of the Company's common stock. The loans are secured by the
 shares purchased, carry a 0% interest rate, and are due upon demand. The
 Company requires that at least two thirds of dividends paid on these shares
 be used to repay the indebtedness. $0.9 million, $0.5 million and $0.3
 million was repaid in 1995, 1994 and 1993. At December 31, 1995, the balance
 of such additional loans was $13.0 million.
              During 1993 and 1992, the Company loaned officers and employees
 approximately $0.1 million and $0.3 million, respectively, to exercise
 incentive stock options. The terms of these loans are the same as for the
 loans to  exercise options, as discussed above. At December 31, 1995, the
 balance of such loans was $0.1 million.
         
         7. Employee Stock Ownership Plan
         
              The Company maintains an Employee Stock Ownership Plan. Under
 the plan, the Company makes annual contributions to a trust for the benefit
 of eligible employees in the form of either cash or common shares of the
 Company. The amount of the annual contribution is discretionary. The Company
 contributed $0.8 million, $0.5 million and $0.3 million in 1995, 1994 and
 1993. In 1995, the Company loaned the ESOP $2.1 million to buy 100,000
 shares of the Company's common  stock. At December 31, 1995, the balance of
 this note was $2.1 million and bears an interest rate equal to the thirty-
 day LIBOR rate plus 65 basis points. The note is due December 31, 2002. In 
 1993, the Company advanced the ESOP $1.4 million to buy 75,000 shares of the
 Company's common stock on the open market. The note bears an interest rate
 equal to the thirty-day LIBOR rate plus 65 basis points and is due November
 30, 2000. At December 31, 1995, the balance of this note was $0.65 million.
         
         8. Preferred Stock
         
              In a public offering on March 8, 1995, the Company issued 4.0
 million shares of Series C Cumulative Convertible Preferred Stock for net
 proceeds of $95.4 million. On April 7, 1995, the Company issued an
 additional 0.6 million shares of the Series C Preferred Stock for net
 proceeds of $14.4 million. On November 1, 1994, the Company sold 4.0 million
 shares of Series B Cumulative Convertible Preferred Stock for net proceeds
 of $96.7 million. The Series B Preferred Stock was sold in a private
 placement to a small group of institutional investors. The shares were not
 registered under the Securities Act of 1933, but the Company has granted to
 the holders certain registration rights. In 1993, the Company sold to the
 public 4.6 million shares of Series A Cumulative Convertible Preferred Stock
 for net proceeds of $109.2 million. Preferred stock at December 31, 1995 was
 as follows:                    
                                 Preferred A       Preferred B     Preferred C
                                 -----------       -----------     -----------
              Price per share         $25.00            $25.00          $25.00 
              Shares issued        4,600,000         4,000,000       4,600,000
              Shares outstanding     667,520         4,000,000       4,599,800
              Dividend per share       $1.75            $2.205        $2.15(a)
              Redemption date   June 30,1998   October 31,1999   March 31,2000
              Conversion price        $18.65            $21.04          $22.00
         
              (a) The Series C Preferred Stock contains a "ratchet" provision
                  which provides that the preferred dividend rate shall be
                  increased if necessary so that it will always be the greater
                  of $2.15 per share or the dividends payable on the number
                  of shares of common stock into which the Series C Preferred
                  Stock is convertible.
         
         9. Dividends 
         
             In 1995, the Company paid dividends as follows:
 <TABLE>
 <CAPTION

                             Common  Preferred A  Preferred B  Preferred C
                             ------  -----------  -----------  -----------
              <S>              <C>        <C>         <C>           <C>
              March 31         $.35       $.4375      $.55125       $    -      
              June 30           .35        .4375       .55125        .6390     
              September 29      .35        .4375       .55125        .5375     
              December 29       .35        .4375       .55125        .5375
                              -----      -------      -------      -------
                Total         $1.40      $1.7500      $2.2050      $1.7140
   
 </TABLE>
              Of the total dividends paid in 1995, 95.8% are ordinary income
 and 4.2% are capital gains. On January 15, 1996 the Company declared a $.37
 per common share, $.4375 per Preferred A share, $.55125 per Preferred B
 share, and $.5375 per Preferred C share dividend payable on March 29, 1996. 
              The Company's dividend reinvestment plan allows any shareholder
 to elect to use all or a portion of cash dividends paid to acquire
 additional shares of the Company's common stock at a price equal to 95% of
 the higher of: (a) the average of the high and low sales prices of the
 Company's common stock on the dividend payment date, or (b) the average of
 the daily high and low sales prices for the ten trading days prior to the 
 dividend payment date. During 1995, 423,489 shares were issued at a total
 value of $8.5 million.
              In December 1993 the Company established a Stock Purchase Plan
 which provides holders of the Company's common stock and preferred stock
 with a method of purchasing additional common stock of the Company through
 optional cash payments without fees and at a 5% discount. Optional cash 
 payments are subject to the limitation that the number of shares of common
 stock which can be purchased cannot exceed the number of shares of common
 and preferred stock owned by the shareholder. During 1995, 128,383 shares
 were issued for a total value of $2.6 million.
         
         10. Environmental Matters
         
              Portions of the Company's land holdings in Richmond County,
 Georgia were used by the County for two municipal landfills during the late
 1960's and early 1970's. One site is comprised of 71 acres and the other,
 the "New Savannah Road Landfill", 96 acres. Both landfills were closed in
 the mid-1970's and have been held by the Company and its predecessors as
 unimproved land since that time. Although  the sites were used primarily as
 municipal landfills, there have been some reports that some industrial
 wastes may have been disposed of at the sites.
              In 1992, a contractor for the U. S. Environmental Protection
 Agency tested the New Savannah Road landfill and found that some
 contamination was present in soil samples but that sufficient data had not 
 been taken to permit a complete evaluation of the site. Accordingly, the
 contractor recommended that further action be taken which the Company
 believes would consist principally of additional testing of the site's 
 groundwater and surface water. The Company has had no further contact with
 the EPA or its agents since that time and the site has not been included on
 the National Priorities List.
              As a result of the EPA's review or the site in 1992, Merry Land
 retained an environmental consultant to conduct studies on both sites. The
 consultant reported that its studies of the sites do not reveal the presence
 on either site of contaminants in amounts likely to result in the EPA 
 listing either site on the NPL. However, the studies were limited in nature
 and did not represent an examination of all portions of the landfill sites.
 There can be n assurance that a more complete investigation or further testing
 would not reveal higher levels or different types of contamination at the 
 sites. In 1994 the Environmental Protection Division of the State of
 Georgia published its initial Hazardous Site Inventory under its "Superfund"
 law, which requires investigation, and if appropriate, remedial action of 
 listed sites. The 96 acre tract was included on this list. In the third
 quarter of 1994 the Company accrued $200,000 as a non-recurring charge,
 representing the Company's estimate of its share of the potential cost if 
 further investigation of the site was required. On April 24, 1995, the
 Georgia EPD notified the Company that it had determined that there was
 insufficient evidence to include the site on its Hazardous Site Inventory
 and removed the site from the inventory as of that date. The Company
 reversed the $200,000 non-recurring charge in the second quarter of 1995.
              Should further investigation or remedial action be required for
 the landfill, the Company believes that there will likely be other entities
 which will be responsible for a portion of the cost of the investigation or 
 remediation. These entities include Richmond County, which operated the
 landfills, any identified company or municipality whose waste was placed in
 the landfill, and the company that owned the site at the time of the
 disposal of the waste. There can be no assurance that the Company will not
 have material liability with respect to these landfill sites.
         
<PAGE>        
         Part II
         
         Item 9 - Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure
         
                   None
           
         Part III
         
         Item 10 - Directors and Executive Officers of the Registrant
         
                   Incorporated by reference to the Company's definitive
                   proxy statement  to be filed
                   with the Securities and Exchange Commission.
         
         Item 11 - Executive Compensation 
         
                   Incorporated by reference to the Company's definitive
                   proxy statement to be filed
                   with the Securities and Exchange Commission.
         
         Item 12 - Security Ownership of Certain Beneficial Owners and
                   Management 
         
                   Incorporated by reference to the Company's definitive
                   proxy statement to be filed with 
                   the Securities and Exchange Commission.
         
         Item 13 - Certain Relationships and Related Transactions
         
                   Incorporated by reference to the Company's definitive
                   proxy statement to be filed with 
                   the Securities and Exchange Commission.
         
<PAGE>
         To the Shareholders of 
         Merry Land & Investment Company, Inc.
         
         We have audited in accordance with generally accepted auditing
         standards, the consolidated financial statements included in this
         Form 10-K, and have issued our report thereon dated January 15,
         1996. Our audit was made for the purpose of forming an opinion on
         those statements taken as a whole. The schedules listed in Item 14
         are the responsibility of the Company's management and are presented
         for purposes of complying with the Securities and Exchange
         Commission's rules and are not part of the basic financial
         statements. These schedules have been subjected to the auditing
         procedures applied in the audit of the basic financial statements
         and, in our opinion, fairly state in all material respects the
         financial data required to be set forth therein in relation to the
         basic financial statements
         taken as a whole.
         
                                                                 
         /s/  Arthur Andersen LLP
              Arthur Andersen LLP
         
         
         Atlanta, Georgia
         January 15, 1996
         
<PAGE>  
PART IV
Item 14-Schedule XI - Real Estate and Accumulated Depreciation for the Year 
         Ending December 31, 1995:         
 <TABLE>                                                                                                            
 <CAPTION>       
                                 Cost  Capitalized   
      Initial Cost               Subsequent to                  Gross Amount at Which                                 
      to Company                 Acquisition                     Carried at December 31,1995          
      -------------------------- -----------------------------  --------------------------------
                    Buildings                                          Buildings                   Acccum-    Date         De-
                    and                                               and                         Depredia-  Const-       prec-
                    improve-      Improve-     Carrying               improve-       Total        tion       truc-  Date  iable
        Land        ments         ments        Cost       Land        ments          (a)          (a)        tion Acqui'd  Life
     ------------  -----------   -----------  ----------  ----------  -----------    -----------  ----------  ----- ----- -----
<S>   <C>          <C>           <C>          <C>        <C>          <C>            <C>          <C>         <C>   <C>  <C>   
 1.    $1,500,000   $12,712,085  $   581,142            $1,500,000   $13,293,227    $14,793,227  $  684,588  1987  1994  5-50 yr.
 2.     3,576,000    15,671,192      869,693             3,576,000    16,540,885     20,116,885   1,297,580  1990  1993  5-50 yr.
 3.     1,110,000     6,330,825      889,517             1,110,000     7,220,342      8,330,342     631,262  1988  1993  5-50 yr.
 4.     3,840,000    17,219,224    1,390,752             3,840,000    18,609,976     22,449,976   1,527,571  1991  1993  5-50 yr.
 5.     2,080,000     9,957,175      129,745             2,080,000    10,086,920     12,166,920     244,529  1990  1995  5-50 yr.
 6.     1,580,000    10,983,800      723,644             1,580,000    11,707,474     13,287,474     920,443  1988  1993  5-50 yr.
 7.     2,120,000    13,195,900      771,202             2,120,000    13,967,102     16,087,102   1,095,405  1988  1993  5-50 yr.
 8.       805,550     7,166,331      820,195               805,550     7,986,526      8,792,076   1,573,944  1982  1990  5-50 yr.
 9.     1,503,000    13,553,192      275,097             1,503,000    13,828,289     15,331,289     453,598  1989  1994  5-50 yr.
 10.    2,592,000    13,375,363      882,792             2,592,000    14,258,155     16,850,155   1,019,899  1991  1993  5-50 yr.
 11.       65,000       259,675    1,530,296                65,000     1,789,971      1,854,971     476,176 1918(b)1983  5-50 yr.
 12.      954,000     9,083,755      262,869               954,000     9,346,624     10,300,624     303,001  1988  1994  5-50 yr.
 13.    1,134,000    10,158,363      174,805             1,134,000    10,333,168     11,467,168     336,360  1987  1994  5-50 yr.
 14.      700,000     5,620,292      804,290               700,000     6,424,582      7,124,582   1,606,971  1986  1990  5-50 yr.
 15.      635,000     2,901,168       32,328               635,000     2,933,496      3,568,496      99,878  1986  1994  5-50 yr.
 16.    2,048,000     9,710,500    1,834,311             2,048,000    11,544,811     13,592,811     646,386  1986  1993  5-50 yr.
 17.      891,000    10,883,905      208,034               891,000    11,091,939     11,982,939     355,026  1984  1994  5-50 yr.
 18.    1,500,000    16,142,858      560,518             1,500,000    16,703,376     18,203,376   1,248,644  1991  1993  5-50 yr.
 19.    1,936,000     7,939,000    1,347,466             1,936,000     9,286,466     11,222,466     601,555  1987  1993  5-50 yr.
 20.    1,200,000     9,985,256      587,480             1,200,000    10,572,736     11,772,736   1,143,679  1989  1992  5-50 yr.
 21.    1,630,000    12,880,863      811,082             1,630,000    13,691,945     15,321,945   1,171,007  1990  1993  5-50 yr.
 22.    1,008,000     5,133,133      912,778             1,008,000     6,045,911      7,053,911     534,383  1983  1993  5-50 yr.
 23.    1,629,000    15,936,411      458,822             1,629,000    16,395,233     18,024,233     536,496  1987  1994  5-50 yr.
 24.    1,260,000     8,584,736      466,537             1,260,000     9,051,273     10,311,273     306,923  1984  1994  5-50 yr.
 25.    1,440,000     6,210,000      686,771             1,440,000     6,896,771      8,336,771     507,525  1985  1993  5-50 yr.
 26.      325,000     6,001,731      765,144               325,000     6,766,875      7,091,875   1,664,441  1983  1986  5-50 yr.
 27.    2,632,000    16,839,075      786,561             2,632,000    17,625,636     20,257,636   1,255,313  1990  1992  5-50 yr.
 28.      752,000     9,759,351      477,565               752,000    10,236,916     10,988,916   1,123,576  1986  1992  5-50 yr.
 29.      480,000     5,917,041      435,316               480,000     6,352,357      6,832,357     975,429  1985  1991  5-50 yr.
 30.     1,323,00    12,864,616      910,663             1,323,000    13,775,279     15,098,279     449,881  1984  1994  5-50 yr.
 31.      450,000     5,256,127      729,304               450,000     5,985,431      6,435,431     976,844  1987  1991  5-50 yr.
 32.      990,000     9,016,445      669,293               990,000     9,685,738     10,675,738   1,010,864  1990  1992  5-50 yr.
 33.    1,098,000    12,703,582      252,732             1,098,000    12,956,314     14,054,314     417,478  1987  1994  5-50 yr.
 34.      485,100     4,371,125      290,395               485,100     4,661,520      5,146,620     493,382  1986  1992  5-50 yr.
 35.    1,520,000     9,414,575      450,747             1,520,000     9,865,322     11,385,322     478,167  1989  1994  5-50 yr.
 36.    2,470,000    21,562,604      385,962             2,470,000    21,948,566     24,418,566     426,347  1995  1995  5-50 yr.
 37.    3,055,000    25,957,233      289,207             3,055,000    26,246,440     29,301,440      85,133  1995  1995  5-50 yr.
 38.    1,300,000    12,613,527       69,500             1,300,000    12,683,027     13,983,027           -  1995  1995  5-50 yr.
 39.    2,626,000    22,060,707      407,492             2,626,000    22,468,199     25,094,199     290,743  1995  1995  5-50 yr.
 40.    2,535,000    20,986,021      117,500             2,535,000    21,103,521     23,638,521           -  1995  1995  5-50 yr.
 41.    2,444,000    22,020,109      364,493             2,444,000    22,384,602     24,828,602     362,227  1995  1995  5-50 yr.
 42.    1,040,000     8,071,809      152,789             1,040,000     8,224,598      9,264,598     140,458  1986  1995  5-50 yr.
 43.    1,058,975     8,096,736    1,004,932             1,058,975     9,101,668     10,160,643   1,410,927  1984 1989(c)5-50 yr.
 44.    2,100,000     9,600,000      229,250             2,100,000     9,829,250     11,929,250     640,690  1991  1993  5-50 yr.
 45.    1,314,000     9,978,363      347,129             1,314,000    10,325,492     11,639,492     345,777  1986  1994  5-50 yr.
 46.    4,800,000    20,742,850      450,415             4,800,000    21,193,265     25,993,265     491,301  1989  1995  5-50 yr.
 47.    5,760,000    24,320,449    1,060,656             5,760,000    25,381,105     31,141,105   1,737,380  1990  1993  5-50 yr.
 48.    2,016,000     8,518,000      578,666             2,016,000     9,096,666     11,112,666     627,615  1988  1993  5-50 yr.
 49.    2,240,000    11,960,000      506,187             2,240,000    12,466,187     14,706,187     860,721  1988  1993  5-50 yr.
 50.      351,001     4,159,438      962,315               351,001     5,121,753      5,472,754   1,146,128  1986  1986  5-50 yr.
 51.      329,786     6,649,280      917,295               329,786     7,566,575      7,896,361   1,772,755  1983  1986  5-50 yr.
 52.    2,432,000    14,107,966      507,265             2,432,000    14,615,231     17,047,231   1,071,150  1991  1993  5-50 yr.
 53.      720,000     7,959,871    1,730,854               720,000     9,690,725     10,410,725   1,405,920  1984  1991  5-50 yr.
 54.    1,640,000    12,945,374      591,821             1,640,000    13,537,195     15,177,195   1,026,408  1991  1993  5-50 yr.
 55.      864,000     5,252,025    2,024,298               864,000     7,276,323      8,140,323     725,943  1984  1992  5-50 yr.
 56.    2,171,000    18,535,275      184,086             2,171,000    18,719,361     20,890,361     638,832  1994  1994  5-50 yr.
 57.      580,000     8,216,250      689,671               580,000     8,905,921      9,485,921   1,350,636  1986  1989  5-50 yr.
 58.    1,988,000     9,663,149      661,740             1,988,000    10,324,889     12,312,889     834,959  1991  1993  5-50 yr.
 59.      960,000     4,937,213      372,390               960,000     5,309,603      6,269,603     423,119  1986  1993  5-50 yr.
 60.    1,530,000    18,062,088      279,763             1,530,000    18,341,851     19,871,851     587,889  1987  1994  5-50 yr.
 61.    1,140,000     8,397,085      253,295             1,140,000     8,650,380      9,790,380     447,388  1989  1994  5-50 yr.
 62.      360,000     4,235,504      805,106               360,000     5,040,610      5,400,610   1,123,653  1983  1990  5-50 yr.
 63.      194,375     1,135,112      425,339               194,375     1,560,451      1,754,826     540,157  1950  1982  5-50 yr.
 64.    1,536,000    13,614,751    1,190,609             1,536,000    14,805,360     16,341,360   1,621,074  1986  1992  5-50 yr.
 65.    1,111,500     7,671,643      315,416             1,111,500     7,987,059      9,098,559     268,566  1986  1994  5-50 yr.
 66.      411,500     6,891,173      781,548               411,500     7,672,721      8,084,221   1,803,002  1985  1985  5-50 yr.
 67.      500,000     4,571,011      898,442               500,000     5,469,453      5,969,453     603,704  1986  1992  5-50 yr.
 68.      800,000     5,214,004      449,752               800,000     5,663,756      6,463,756     909,950  1986  1991  5-50 yr.
 69.    1,988,000     9,833,825      916,254             1,988,000    10,750,079     12,738,079     924,092  1987  1993  5-50 yr.
 70.      960,000    11,022,351      615,777               960,000    11,638,128     12,598,128   1,196,690  1991  1992  5-50 yr.
 71.    3,024,000    15,027,450    1,121,198             3,024,000    16,148,648     19,172,648   1,351,676  1988  1993  5-50 yr.
 72.    1,888,000    10,950,825      683,551             1,888,000    11,634,376     13,522,376     487,332  1989  1994  5-50 yr.
 73.      448,000     6,490,069      757,486               448,000     7,247,555      7,695,555   1,359,306  1985  1988  5-50 yr.
 74.    3,648,000    13,152,000    1,422,402             3,648,000    14,574,402     18,222,402     981,520  1991  1993  5-50 yr.
 75.      960,000     5,597,500      490,888               960,000     6,088,388      7,048,388     492,111  1985  1933  5-50 yr.
 76.    1,120,000     6,088,097      485,027             1,120,000     6,573,124      7,693,124     545,676  1985  1993  5-50 yr.
 77.    1,224,000     9,971,854      427,590             1,224,000    10,399,444     11,623,444     336,802  1982  1994  5-50 yr.
 78.      377,500     6,195,990    1,281,528               377,500     7,477,518      7,855,018   1,210,170  1984  1989  5-50 yr.
 79.       73,163             -    8,293,835 523,036        73,163     8,293,835      8,366,998   2,250,030  1982  1983  5-50 yr.
 80.      125,000     1,076,646      286,328               125,000     1,362,974      1,487,974     536,818  1975  1982  5-50 yr.
 81.      138,399       626,133      867,336               138,399     1,493,469      1,631,868     425,005   var.  var. 5-50 yr.
 82.  119,143,849   828,478,027   61,434,302 523,036   119,143,849   889,912,329  1,009,056,178    65,985,984 
 83.      791,726     3,089,125    2,531,424       -       791,726     5,620,549      6,412,275     1,612,424   var.  var. 5-50 yr.
 84.   14,395,165             -    5,461,284  1,085,669 14,395,165     6,654,653     20,942,118             -
 85.    3,815,405             -            -          -  3,815,405             -      3,815,405        29,526  
      -----------   -----------   ----------  --------- ----------   -----------   ------------    ----------   ----  ---- ---- ---
 86. $138,146,145  $831,567,152  $69,427,010 $1,608,705 $138,146,145  $902,079,831 $1,040,225,976   $67,627,934         
----------
<FN>
1.  Adams Farm          19. Conway Station                37. Madison at Chase Oaks  55. Princeton Square     74. Welleby Lake
2.  Audubon Village     20. Cooper Terrace                38. Madison at Chase Oaks  56. Promenade            75. West Wind Landing
3.  Augustine Club      21. Cypress Cove                  39. Madison at Round Grove 57. Quaraterdeck         76. Willow Trail
4.  Auvers Village      22. Deerbrook                     40. Madison at Stone Creek 58. Royal Oaks           77. Windridge
5.  Beach Club          23. Duraleigh Woods               41. Madison on the Parkway 59. Sailboat Bay          78. Windsor Place
6.  Belmont Crossing    24. English Hills                 42. Kimmerly Glen          60. Sam Mill Village      79. Woodcrest
7.  Belmont Landing     25. Falls                         43. Lake Point             61. Shadow Lake           80. Woodknoll
8.  Berkshire Place     26. Greentree                     44. Lakeridge              62. Sommerset Place       81. Miscell.
9.  Bermuda Cove        27. Gwinnett Crossing             45. Landings               63. South Augusta         82. Tot. Residential
10. Bishop Park         28. Harvest Grove                 46. Laurel Gardens         64. Spicewood Springs     83. Commercial
11. Broadway            29. Haywood Pointe                47. Lexington Glen         65. Steeple Chase         84. Development
12. Champions Club      30. Hickory Creek                 48. Lexington Park         66. Summit Place              Progress
13. Champions Park      31. Hollows                       49. Lofton Place           67. Sweetwater Glen       85. Land
14. Chatham Wood        32. Hunt Club                     50. Magnolia Villa         68. Timber Hollow         86. Total
15. Cherry Creek        33. Hunter's Chase                51. Marsh Cove             69. Timberwalk
16. Claire Pointe       34. Huntington                    52. Mission Bay            70. Viridian Lake
17. Clary's Crossing    35. Indigo Lakes                  53. Misty Woods            71. Waterford
18. Colony Place        36. Madison at Cedar Springs      54. Polos                  72. Waterford Village
                                                                                                          
       
 Notes:                                                                                             
       
 (a)  Reconciliations of total real estate carrying value and accumulated depreciation for the years ending December 31, 1995,
      1994 and 1993 are as follows:     
                       
<CAPTION>
                               
                                                                          Real Estate                   Accumulated Depreciation  
                                                  ------------------------------------------  -----------------------------------
                                                  1995             1994           1993          1995        1994          1993
                                                  --------------   ------------ -------------  ----------- ----------- ----------
      <S>                                         <C>              <C>          <C>           <C>         <C>         <C>        
      Balance at beginning of period              $  814,435,663   $564,519,670 $220,185,267  $41,362,624 $23,479,723 $14,476,598
      Additions- acquisitions and improvements       225,806,187    250,201,373  345,127,045   26,265,310  17,904,287   9,065,625
      Deductions- cost of real estate sold                15,874        285,380      792,642            -      21,386      62,500
                                                  --------------    ----------- ------------  ----------- ----------- -----------
      Balance at end of period                    $1,040,225,976   $814,435,663 $564,519,670  $67,627,934 $41,362,624 $23,479,723
               
      (b)  This property was substantially renovated by the Company following acquisition.
                             
        (c)  Additional apartment units acquired in 1992.                                                            
</TABLE>                 
       
         
<PAGE>
            Part IV 
            Item 14 -  Exhibit 11 - Computation of Per Share Earnings

<TABLE>
<CAPTION>
           <S>                                        <C>          <C>           <C>       
                                                         1995          1994         1993    
                                                      -----------   -----------  -----------
            PRIMARY
              Net income............................  $53,537,199   $36,984,527  $26,407,900
              Preferred dividend requirement........   18,129,144     7,933,704    4,025,000
                                                       ----------    ----------   ----------

              Net income available for common.......  $35,408,085   $29,050,823   22,382,900
                                                      -----------   -----------   ----------
              Average common shares outstanding.....   33,367,527    26,430,241   17,268,064

              Primary earnings per share average....        $1.06         $1.10        $1.30
                                                      -----------    ----------   ----------
            FULLY DILUTED:
              Net income............................  $53,537,199   $36,984,527  $26,407,900

              Average convertible preferred shares..    9,744,051     6,132,041   13,113,330
              Average common shares outstanding.....   33,367,527    26,430,241   17,268,064
              Conversion of debentures..............            -             -            -
                                                      -----------    ----------  -----------
              Average fully diluted common shares...
               outstanding                            $43,111,578   $32,562,282  $20,381,394
              Fully diluted earnings per share.....        $1.06*         $1.10*       $1.30
                                                      -----------   -----------  -----------
           
          *Actual computation is antidilutive.
</TABLE>
                                           
            
<PAGE>                               
                                           
                       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
            
            
            
            As independent public accountants, we hereby consent to the
 incorporation of our reports included in this Form 10-K into the Company's
 previously filed Registration Statement File Nos. 33-68172 and 33-56431.
            
            
            
            
            
 /s/  Arthur Andersen LLP
      Arthur Andersen LLP
            
            
            
            
            
       Atlanta, Georgia
       February 15, 1996
            
         
<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 filed as part of this report:
            
        Report of Independent Public Accountant
        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:
            
                Real Estate and Accumulated Depreciation
                Report of Independent Public Accountants on Schedules
            
3.   Exhibits. The following schedule lists the exhibits required to be filed
     by Item 601 of Regulation S-K and Item 14(c) of Form 10-K:

     (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, 1996,
                file number 33-65067.

     (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 (incorporat-
                ed 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 current
                report 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 current report on
                Form 8-K filed November 8, 1995.

     (10)       Material Contracts.

     (10.1)     Credit Agreement between the Company and Lenders for a $160
                million credit facility (incorporated herein by reference to
                item 7, Exhibit 10 to the Company's current report on Form
                8-K filed July 14, 1995).

     (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 of 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 State-
                ment on Form DEF-14A filed March 27, 1995).

     (11)       Statement regarding computation of per share earnings.

     (21)       Subsidiaries of the Registrant (wholly owned):
<TABLE>
<CAPTION>
                                                      State of         Names Under Which
Name                       Type of Entity             Formation        Subsidiary Does Business
----                       --------------             ---------        ------------------------
<S>                        <S>                        (S>              <S>                    
Merry Land Apartment                                                   Merry Land Apartment
Conmunities, Inc.          Corporation                Maryland         Communities and the
---------------------------------------------------------------        respective names of the
                                                                       Company's apartment
ML Apartments Limited      Corporation                Maryland         Projects in Florida,
---------------------------------------------------------------        Georgia, Maryland,
                                                                       North Carolina, Ohio
ML Texas Apartments LP     Limited Partnership        Texas            South Carolina,
---------------------------------------------------------------        Tennessee, Texas
                                                                       and Virginia
ML North Carolina
Apartments LP              Limited Partnership        Georgia
--------------------------------------------------------------- 
 
ML Tennessee               
Apartments LP              Limited Partnership        Georgia
---------------------------------------------------------------
</TABLE>
(23)  Consent of Arthur Andersen LLP

(27)  Financial Data Schedules

(b)   Reports on Form 8-K. The registrant filed reports on Form 8-K/A and
      ___________________
      Form 8-K during the last quarter of 1995 and first one and a half
      months of 1996 as follows with respect to the following matters:

Form  Matter               Date Filed    Location         Financial Statements
____  ______               __________    ________         ____________________
8-K   $40MM 6.875%         11/8/95       n/a              n/a
      Notes due 2003

      $40MM 6.875%
      Notes due 2004

8-K/A Kimmerly Glen*       12/1/95        Charlotte,       Statement of the 
                                          North Carolina   Excess of Operating
                                                           Revenue Over
                                                           Specific Operating
                                                           Expenses

8-K    Chase Oaks           2/14/96       Dallas, Texas    n/a
       Melrose                            Dallas, Texas
       Stone Creek                        Austin, Texas
       Crestview                          Austin, Texas

*First reported on the Company's current report on Form 8-K filed
 September 14, 1995.

<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
            
            
 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/Peter S. Knox III      2/20/96       /s/W. Tennent Houston     2/20/96   
 Peter S. Knox, III - Chairman           W. Tennent Houston - President,
    of the Board and Director            Chief Financial Officer, and
                                         Director
                
                                              
 /s/W. Hale Barrett       2/20/96         /s/Pierce Merry, Jr.      2/20/96
 W. Hale Barrett - Secretary              Pierce Merry, Jr. - Director    
            
           
 /s/Hugh C. Long II       2/20/96         /s/Ronald J. Benton       2/20/96  
 Hugh C. Long II - Director               Ronald J. Benton - Controller