<PAGE>   1
                                                                     EXHIBIT 4.8

                          FORM OF WARRANT CERTIFICATE


                      WALDEN RESIDENTIAL PROPERTIES, INC.

No.                             Series B Warrants             CUSIP NO.         
   ----------------------------                                         --------

                       WARRANTS TO PURCHASE COMMON STOCK

         This certifies that ___________, or its registered assigns, is the
owner of the number of Series B Warrants set forth above, each of which
represents the right to purchase, on or after October 1, 1998, from WALDEN
RESIDENTIAL PROPERTIES, INC., a Maryland corporation ('Walden"), one-third
(1/3) of a share of Common Stock, par value $.01 per share (the "Common
Stock"), of Walden at the purchase price (as adjusted from time to time, the
"Exercise Price") of $26.875 per share of Common Stock (subject to adjustment
as provided in the Warrant Agreement hereinafter referred to), upon surrender
hereof at the office of BOSTON EQUISERVE L.P. or to its successor as the
warrant agent under the Warrant Agreement hereinafter referred to (any such
warrant agent being herein called the "Warrant Agent"), with the Subscription
Form on the reverse hereof duly executed, with signature guaranteed as therein
specified and simultaneous payment in full (by wire transfer or by certified or
official bank or bank cashier's check payable to the order of Walden, or by the
surrender of Warrants having an aggregate Spread (as defined in the Warrant
Agreement) equal to the Exercise Price of the Warrants being exercised) of the
purchase price for the share(s) as to which the Warrant(s) represented by this
Warrant Certificate are exercised, all subject to the terms and conditions
hereof and of the Warrant Agreement.  Notwithstanding the foregoing, Walden
shall have the right to not allow an exercise of any Warrants in the event the
Registration Statement is not effective arid available at the time Warrants are
exercised, unless prior to the exercise of such Warrants, the Holder thereof
furnishes to the Warrant Agent and Walden such certifications, legal opinions
or other information as either of them may reasonably require to confirm that
such exercise is being made pursuant to an exemption from the registration
requirements of the Securities Act.

         This Warrant Certificate is issued under and in accordance with a
Series B Warrant Agreement dated as of October 1, 1997 (the "Warrant
Agreement"), between Walden and the Warrant Agent, and is subject to the terms
and provisions contained therein, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance hereof.  The Warrant
Agreement is hereby incorporated herein by reference and made a part hereof.
Reference is hereby made to the Warrant Agreement for a full description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
Walden and the Holders of the Warrants.  The summary of the terms of the
Warrant Agreement contained in this Warrant Certificate is qualified in its
entirety by express reference to the Warrant Agreement.

         All terms used in this Warrant Certificate that are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

         Copies of the Warrant Agreement are on file at the office of the
Warrant Agent and may be obtained by writing to the Warrant Agent at the
following address:

         150 Royall Street
         Canton, Massachusetts  02021
         Attention:  Reorganization Department

         A "Repurchase Event", as defined in the Warrant Agreement, shall be
deemed to occur on any date when Walden (i) consolidates or merges into or with
another Person (but only where the holders of Common Stock receive
consideration in exchange for all or part of such Common Stock other than
common stock in the surviving Person) if the Common Stock, (or other
securities) thereafter, issuable upon exercise of the Warrants is not
registered under the Exchange Act or (ii) sells all or substantially all of its
assets to another Person if the Common Stock (or other securities) thereafter
issuable upon exercise of the Warrants is not registered under the Exchange
Act; provided that in

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each case a "Repurchase Event" will not be deemed to have occurred if the
consideration for the Common Stock in such transaction consists solely of cash.

         Following a Repurchase Event, Walden must make an offer to repurchase
all outstanding Warrants (a "Repurchase Offer").  If Walden makes a Repurchase
Offer, Holders may, until the Expiration Date of such offer, surrender all or
part of their Warrants for repurchase by Walden.

         Warrants received by the Warrant Agent in proper form during a
Repurchase Offer will, except as otherwise provided in the Warrant Agreement,
be repurchased by Walden at a price in cash (the "Repurchase Price") equal to
the value on the Valuation Date relating thereto of the Common Stock and other
securities or property which would have been delivered upon exercise of the
Warrants had the Warrants been exercised, less the Exercise Price (whether or
not the Warrants are then exercisable).  The value of such Common Stock and
other securities will be (i) if the Common Stock (or other class of securities)
is registered under the Exchange Act, determined based upon the average of the
closing sales prices of the Common Stock (or other securities) for the 20
consecutive trading days immediately preceding such Valuation Date or, if the
Common Stock (or other securities) have been registered under the Exchange Act
for less than 20 consecutive trading days before such date, then the average of
the closing sales prices for all of the trading days before such date for which
closing sales prices are available or (ii) if the Common Stock (or other class
of securities) is not registered under the Exchange Act or if the value cannot
otherwise be computed under clause (i) above, determined by the Independent
Financial Expert (as defined in the Warrant Agreement), in each case as set
forth in the Warrant Agreement.

         The "Valuation Date" with respect to a Repurchase Offer is the date
five Business Days prior to the date notice of such Repurchase Offer is first
given.

         If Walden fails to make or complete a Repurchase Offer (a "Default")
as required by the Warrant Agreement, it shall be obligated to increase the
amount otherwise payable pursuant to the Warrant Agreement in respect of the
Repurchase Offer by an amount equal to interest thereon at a rate per annum of
12% from the date of the Default to the date of payment, which interest shall
compound quarterly.

         If Walden merges or consolidates with or into, or sells all or
substantially all of its property and assets to, another Person solely for
cash, or in the event of the dissolution, liquidation or winding up of Walden,
the Holders of Warrants shall be entitled to receive distributions on the date
of such event on an equal basis with holders of Common Stock (or other
securities issuable upon exercise of the Warrants) as if the Warrants had been
exercised immediately prior to such event (less the Exercise Price) or the
amount payable pursuant to an outstanding Repurchase Offer if a Repurchase
Offer is then outstanding or required, if higher.

         The number of shares of Common Stock purchasable upon the exercise of
each Warrant and the price per share are subject to adjustment as provided in
the Warrant Agreement.  Except as stated in the immediately preceding
paragraph, in the event Walden merges or consolidates with, or sells all or
substantially all of its assets to, another Person, each Warrant will, upon
exercise, entitle the Holder thereof to receive the number of shares of capital
stock or other securities or the amount of money and other property which the
holder of a share of Common Stock (or other securities or property issuable
upon exercise of a Warrant) is entitled to receive upon completion of such
merger, consolidation or sale.

         As to any final fraction of a share which the same Holder of one or
more Warrants would otherwise be entitled to purchase upon exercise thereof in
the same transaction, Walden shall pay the cash value thereof determined as
provided in the Warrant Agreement.

         All Common Stock or other securities issuable by Walden upon the
exercise of Warrants shall be validly issued, fully paid and nonassessable and
Walden shall pay all taxes and other governmental charges that may be imposed
under the laws of the United States of America or any political subdivision or
taxing authority thereof or therein in respect of the issue or delivery of such
shares or of other securities deliverable upon exercise of Warrants, Walden
shall not be required, however, to pay any tax or other charge imposed in
connection with any transfer involved in the issue of any certificate for
Common Stock, and in such case Walden shall not be required to issue or deliver
any stock certificate until such tax or other charge has been paid or it has
been established to the Warrant Agent's and Walden's satisfaction that no tax
or other charge is due.
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         This Warrant Certificate and all rights hereunder are transferable by
the registered Holder hereof, in whole or in part, on the register of Walden
maintained by the Warrant Agent for such purpose, upon surrender of this
Warrant Certificate duly endorsed, or accompanied by a written instrument of
transfer in form satisfactory to Walden and the Warrant Agent duly executed,
with signatures guaranteed as specified in the attached Form of Assignment, by
the registered Holder hereof or his attorney duly authorized in writing and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer.  Upon any partial transfer, Walden will issue and the
Warrant Agent will deliver to such Holder a new Warrant Certificate or
Certificates with respect to any portion not so transferred.  Each taker and
Holder of this Warrant Certificate, by taking and holding the same, consents
and agrees that prior to the registration of transfer as provided in the
Warrant Agreement, Walden and the Warrant Agent may treat the Person in whose
name the Warrants are registered as the absolute owner hereof for any purpose
and the Person entitled to exercise the rights represented hereby, any notice
to the contrary notwithstanding.

         This Warrant Certificate may be exchanged at the office of the Warrant
Agent maintained for such purpose for Warrant Certificates representing the
same aggregate number of Warrants, each new Warrant Certificate to represent
such number of Warrants as the Holder hereof shall designate at the time of
such exchange.

         Prior to the exercise of the Warrants represented hereby, the Holder
of this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of Walden, including, without limitation, the right to vote or to
consent to any action of the stockholders, to receive dividends or other
distributions, to exercise any preemptive right or to receive any notice of
meetings of stockholders, and shall not be entitled to receive any notice of
any proceedings of Walden except as provided in the Warrant Agreement.

         This Warrant Certificate shall be void and all rights evidenced hereby
shall cease on December 31, 2007, unless sooner terminated by the liquidation,
dissolution or winding up of Walden or as otherwise provided in the Warrant
Agreement upon the consolidation or merger of Walden with, or sale of Walden
to, another Person or unless such date is extended as provided in the Warrant
Agreement.

         This Warrant Certificate shall not be valid for any purpose until it
shall have been countersigned by the Warrant Agent.

Dated:          , 199
        --------     --

                                             WALDEN RESIDENTIAL PROPERTIES, INC.


                                             By:                              
                                                --------------------------------
                                                Name:
                                                Title:

Countersigned:

BOSTON EQUISERVE L.P.,
    as Warrant Agent


By:                                                
   ---------------------------------
         Authorized Signatory
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                     FORM OF REVERSE OF WARRANT CERTIFICATE

                               SUBSCRIPTION FORM
                 (To be executed only upon exercise of Warrant)

To:
         The undersigned irrevocably exercises ____________ of the Warrants
represented by the Warrant Certificate, each of which entitles the holder to
purchase one-third (subject to adjustment) of a share of Common Stock, par
value $.01 per share, of WALDEN RESIDENTIAL PROPERTIES, INC. and herewith makes
payment of $__________ (such payment being by wire transfer or by certified or
official bank or bank cashier's check payable to the order or at the direction
of Walden Residential Properties, Inc., or by the surrender of Warrants having
an aggregate Spread (as defined in the Warrant Agreement) equal to the Exercise
Price of the Warrants being exercised), all at the exercise price and on the
terms and conditions specified in the within Warrant Certificate and the
Warrant Agreement therein referred to, surrenders this Warrant Certificate and
all right, title and interest therein to and directs that the Common Stock
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.

Dated:
                                                                              
                                       -----------------------------------------
                                       (Signature of Owner)

                                                                              
                                       -----------------------------------------
                                       (Street Address)

                                                                              
                                       -----------------------------------------
                                       (City)           (State)       (Zip Code)

                                       Signature Guaranteed By:(1)

                                                                              
                                       -----------------------------------------

Securities and/or check to be issued to:

Please insert social Security or identifying number:
Name:
Street Address:
City State and Zip Code:





-------------

(1)     The Holder's signature must be guaranteed by a member firm of a 
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" as
defined by Rule 17Ad-15 under the Exchange Act.
<PAGE>   5
             FORM OF CERTIFICATE FOR SURRENDER FOR REPURCHASE OFFER
                           (To be executed only upon
                        repurchase of Warrant by Walden)

To:

         The undersigned, having received prior notice of the consideration for
which WALDEN RESIDENTIAL PROPERTIES, INC. will repurchase the Warrants
represented by the within Warrant Certificate, hereby surrenders the Warrant
Certificate for repurchase by WALDEN RESIDENTIAL PROPERTIES, INC. of the number
of Warrants specified below for the consideration set forth in such notice.

Dated:

                                                                              
                                  ----------------------------------------------
                                  (Number of Warrants to be Repurchased)

                                                                              
                                  ----------------------------------------------
                                  (Signature of Owner)

                                                                             
                                  ----------------------------------------------
                                  (Street Address)

                                                                              
                                  ----------------------------------------------
                                  (City)           (State)            (Zip Code)


                                  Signature Guaranteed By(2)

                                                                              
                                  ----------------------------------------------

Securities and/or check to be issued to:

Please insert social Security or identifying number:
Name:
Street Address:
City State and Zip Code:





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(2)      The Holder's signature must be guaranteed by a member firm of a 
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" as
defined by Rule 17Ad-15 under the Exchange Act.
<PAGE>   6
                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED the undersigned registered holder of the within
Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants
constituting a part of the Warrants evidenced by the within Warrant Certificate
not being assigned hereby) all of the right of the undersigned under the within
Warrant Certificate, with respect to the number of Warrants set forth below:

Name(s) of Assignee(s):                                                       
                         ---------------------------------

Address:                                                                      
        --------------------------------------------------

No. of Warrants:                                                              
                ------------------------------------------

and does hereby irrevocably constitute and appoint _______________________ the
undersigned's attorney to make such transfer on the books of ______________
maintained for the purposes, with full power of substitution in the premises.

Dated:
                                                                              
                                     -------------------------------------------
                                     (Signature of Owner)

                                                                              
                                     -------------------------------------------
                                     (Street Address)

                                                                              
                                     -------------------------------------------
                                     (City)            (State)        (Zip Code)


                                     Signature Guaranteed By(3)


                                     -------------------------------------------





----------------

(3)     The Holder's signature must be guaranteed by a member firm of a 
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" as
defined by Rule 17Ad-15 under the Exchange Act.