SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ___________

                                  FORM 10Q
                                 ___________

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
                                ACT OF 1934

                        For the fiscal quarter ended

                               MARCH 31, 1998
                      Commission file number: 001-11081



                    MERRY LAND & INVESTMENT COMPANY, INC.

State of Incorporation: Georgia        I.R.S. Employer Identification Number:
                                                     58-0961876

                                 ___________
 
                                 P.O. Box 1417
                               Augusta, Georgia
                   (Address of Principal Executive Offices)


    706 722-6756                                                      30903
(Registrant's Telephone                                             (Zip Code)
Number, Including Area Code)


Indicate  by  check  mark  whether  the  registrant  (1)  has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  twelve  months,  and (2) has been subject to such
filing requirements for the past ninety days:  Yes    X   . No____.
                                                     
The number of shares of common stock outstanding  as  of  April  30,  1998  was
42,761,213.


<PAGE>

Form 10-Q - Merry Land & Investment Company, Inc.
Index


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Balance sheets - March 31, 1998 and December 31, 1997

        Statements of income - Three months ended March 31, 1998 and 1997

        Statements of cash flows - Three months ended March 31, 1998 and 1997

        Notes to condensed financial statements

Item 2. Management's  Discussion  and  Analysis  of Financial Condition and

        Results of Operations



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K


SIGNATURES


<PAGE>
Form 10-Q - Part I. Financial Information
Item 1-     Financial Statements
                   Merry Land & Investment Company, Inc.
                        CONSOLIDATED BALANCE SHEETS
                               (In thousands)
<TABLE>
<CAPTION>
                                                                                      (Unaudited)
<S>                                                                                        <C>                         <C>
                                                                                        March 31,                December 31,
PROPERTIES AT COST                                                                           1998                        1997
                                                                                       ----------                  ----------
     Apartments                                                                        $1,507,945                  $1,496,109
     Apartments under development                                                          51,300                      48,342
     Commercial rental property                                                             5,375                       5,363
     Land held for investment or future development                                         4,090                       4,090
     Operating equipment                                                                    3,780                       3,676
                                                                                       ----------                  ----------       
                                                                                        1,572,490                   1,557,580
     Less accumulated depreciation and depletion                                         (155,324)                   (142,617)
                                                                                       ----------                  ----------
                                                                                        1,417,166                   1,414,963
CASH AND SECURITIES
     Cash and cash equivalents                                                                 45                         570
     Repurchase Agreements                                                                 79,854                           -
     Marketable securities                                                                  2,131                       1,963
                                                                                       ----------                  ----------
                                                                                           82,030                       2,533
OTHER ASSETS
     Notes receivable                                                                       1,397                       1,412
     Other receivables                                                                        189                         249
     Deferred loan costs                                                                    4,421                       4,639
     Other                                                                                  6,102                       4,085
                                                                                       ----------                  ----------
                                                                                           12,109                      10,385
                                                                                       ----------                  ----------
TOTAL ASSETS                                                                           $1,511,305                  $1,427,881
                                                                                       ==========                  ==========
NOTES PAYABLE
     Mortgage loans                                                                    $   70,109                  $   70,282
     Senior notes                                                                         460,000                     460,000
     Note payable-credit line                                                                 ---                      67,800
                                                                                       ----------                  ----------
                                                                                          530,109                     598,082
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
     Accrued interest                                                                       8,724                       6,622
     Resident security deposits                                                             1,333                       1,597
     Accrued property taxes                                                                 8,083                      10,780
     Accrued employee compensation                                                          1,545                       3,471
     Other                                                                                  8,270                       9,997
                                                                                       ----------                  ----------
                                                                                           27,955                      32,467
STOCKHOLDERS' EQUITY
     Preferred stock, at $25 and $50 liquidation preference, 20,000                       369,672                     269,677
     shares authorized
     Common stock, at $1 stated value, 100,000 shares authorized
          42,706 and 39,177 shares issued                                                  42,706                      39,177
     Capital surplus                                                                      594,789                     525,744
     Cumulative undistributed net earnings                                                (24,648)                    (15,730)
     Notes receivable from stockholders and ESOP                                          (29,601)                    (21,691)
     Accumulated other comprehensive income                                                   323                         155
                                                                                       ----------                  ----------
                                                                                          953,241                     797,332
                                                                                       ----------                  ----------
LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $1,511,305                  $1,427,881
                                                                                       ==========                  ==========
</TABLE>





       The accompanying notes are an integral part of these statements.


<PAGE>


Form 10-Q - Part I. Financial Information
Item 1-     Financial Statements

                    Merry Land & Investment Company, Inc.
                      CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share data)
                                (Unaudited)
                                                                                
<TABLE>
<CAPTION>
                                                                                    Three months ended March 31,
                                                                                 -------------------------------
                                                                                 1998                       1997
                                                                                 ----                       ----
<S>                                                                              <C>                        <C>
Rental income                                                               $  59,244                  $  47,861
Mineral royalties                                                                 391                         95
Mortgage interest                                                                  29                         28
Other interest                                                                    420                        738
Dividends                                                                          44                        559
Other income                                                                      373                      3,501
                                                                            ---------                  ---------
                                                                               60,501                     52,782

Rental expense                                                                 15,096                     12,686
General and administrative expense                                              1,207                      1,056
Interest                                                                        8,730                      5,626
Taxes and insurance                                                             7,129                      5,585
Depreciation -  real estate                                                    12,679                      9,425
Depreciation -  other                                                             135                         84
Amortization - financing costs                                                    237                        142
                                                                            ---------                  ---------
                                                                               45,213                     34,604

Income before net realized loss                                                15,288                     18,178
Net realized loss                                                                (15)                          -
                                                                            ---------                  ---------
NET INCOME                                                                     15,273                     18,178

Dividends to preferred shareholders                                             6,770                      5,831
                                                                            ---------                  ---------
NET INCOME AVAILABLE
FOR COMMON SHARES                                                           $   8,503                  $  12,347
                                                                            =========                  =========
Weighted average common shares outstanding                   
     - basic                                                                   39,935                     37,957
     - diluted                                                                 40,035                     37,983
EARNINGS PER COMMON SHARE
     - basic                                                                $     .21                  $     .33
                                                                            =========                  =========
     - diluted                                                              $     .21                  $     .33
                                                                            =========                  =========
CASH DIVIDENDS DECLARED
PER COMMON SHARE                                                            $     .41                  $     .39
                                                                            =========                  =========
</TABLE>




       The accompanying notes are an integral part of these statements.


<PAGE>
Form 10-Q - Part I.
Financial Information
Item 1-   Financial Statements
                   Merry Land & Investment Company, Inc.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                                 Three months ended March 31,
                                                                                 ----------------------------
                                                                                 1998                    1997
                                                                                 ----                    ----
<S>                                                                               <C>                     <C>
OPERATING ACTIVITIES:
     Rents and royalties received                                           $  59,745               $  47,975
     Interest received                                                            565                     701
     Dividends received                                                            44                     559
     Rental expense                                                           (15,704)                (13,481)
     General and administrative expense                                        (1,650)                 (1,587)
     Interest expense                                                          (6,629)                 (3,338)
     Property taxes and insurance expense                                     (10,654)                 (7,376)
     Other                                                                       (480)                   (370)
                                                                            ---------               ---------
     Net cash provided by operating activities:                                25,237                  23,083

INVESTING ACTIVITIES:
     Sale of securities                                                             -                  16,046
     Sale of real property                                                        261                       -
     Purchase of real property                                                   (242)                      -
     Development of real property                                             (12,622)                (16,668)
     Recurring capital expenditures                                            (1,627)                 (1,328)
     Improvements to existing properties                                       (1,246)                   (851)
     Other                                                                     (2,928)                     48
                                                                            ---------               ---------
     Net cash used by investing activities                                    (18,404)                 (2,753)

FINANCING ACTIVITIES:
     Net repayments - bank debt                                               (67,800)                      -
     Net repayments - mortgage loans                                             (173)                    (38)
     Cash dividends paid - common                                             (17,421)                (14,793)
     Cash dividends paid - preferred                                           (6,769)                 (5,830)
     Sale of common stock                                                      68,026                   4,537
     Sale of preferred stock                                                   96,633                    (121)
                                                                            ---------               ---------
     Net cash provided (used) by financing activities                          72,496                 (16,245)
NET INCREASE IN CASH                                                           79,329                   4,085
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  570                  32,793
                                                                            ---------               ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  $  79,899               $  36,878
                                                                            =========               =========
</TABLE>




       The accompanying notes are an integral part of these statements.


<PAGE>
Form 10-Q - Part I. Financial Information
Item 1-     Financial Statements

                   Merry Land & Investment Company, Inc.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
     Reconciliation of Net Income to Cash Flows from Operating Activities
                              (In thousands)
                                (Unaudited)

<TABLE>
<CAPTION>
                                                                        Three months ended March 31,
                                                                        ----------------------------
                                                                         1998                   1997
                                                                        -----                  -----
<S>                                                                       <C>                   <C>
Net income                                                            $15,273                $18,178
Adjustments to reconcile net income to net cash
     provided by operating activities:
Depreciation and amortization                                          13,051                  9,651
Increase in interest and accounts receivable                               52                 (1,237)
Decrease in other assets                                               (1,438)                  (308)
Decrease in accounts payable and accrued interest                      (1,701)                (3,201)
                                                                      -------                -------
Net cash provided by operating activities                             $25,237                $23,083
                                                                      =======                =======
</TABLE>




       The accompanying notes are an integral part of these statements.


<PAGE>
                   Merry Land & Investment Company, Inc.
                       NOTES TO FINANCIAL STATEMENTS
                              MARCH 31, 1998
                                (Unaudited)

1. Nature of Business

    Merry Land & Investment Company, Inc. is a real estate investment trust
(REIT), which owns and operates upscale apartment communities in nine
Southern states including Alabama, Florida, Georgia, Maryland, North
Carolina, South Carolina, Tennessee, Texas, and Virginia.  As a qualified
REIT the Company pays no corporate income taxes on earnings distributed to
stockholders.
    The consolidated financial statements for the three month periods ended
March 31, 1998 and March 31, 1997 reflect all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position and operating
results for the interim period.

2. Marketable Securities

    The cost and market value of securities by major classification at
March 31, 1998 were as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                       Unrealized
                                   Cost               Market              Gain
                                   ----               ------           ----------
<S>                                <C>                 <C>                 <C> 
Common stock                      $1,808              $2,131              $323

</TABLE>

3. Borrowings

    Borrowings at March 31, 1998 were as follows (dollars in thousands):

<TABLE>
<CAPTION>
<S>                                                                                                <C>         
9.760% mortgage notes(a)                                                                        $ 12,622
7.750% mortgage note(b)                                                                            9,600
7.625% mortgage note(c)                                                                            5,126
7.210% mortgage note(d)                                                                            9,397
7.125% mortgage note(e)                                                                           14,651
7.570% mortgage note(f)                                                                            9,803
8.250% mortgage note(g)                                                                            8,910
6.625% senior unsecured notes(h)                                                                 120,000
7.250% senior unsecured notes(i)                                                                  40,000
6.875% senior unsecured notes(j)                                                                  40,000
6.875% senior unsecured notes(k)                                                                  40,000
7.250% senior unsecured notes(l)                                                                 120,000
6.690% senior unsecured notes(m)                                                                  50,000
6.900% senior unsecured notes(n)                                                                  50,000
Advance under unsecured line of credit(o)                                                              -
                                                                                                --------
                                                                                                $530,109
                                                                                                ========
</TABLE>

(a)  $10.6  million  and  $2.0 million, 9.760% mortgage  notes,  principal  and
     interest payable monthly, maturity 2001.
(b)  7.750% mortgage  note,  interest payable monthly only until November
     1998  at  which  both  principal  and  interest  will  be payable monthly,
     maturity 2002.
(c)  7.625%  mortgage  note,  principal  and interest payable monthly, maturity
     2005.
(d)  7.210%  mortgage note, principal and interest  payable  monthly,  maturity
     2001.
(e)  $0.8  million  and  $8.0  million  and $5.9 million, 7.125% mortgage
     notes, principal and interest payable monthly, maturity 2006.
(f)  7.570%  mortgage note, principal and interest  payable  monthly,  maturity
     2001.
(g)  8.250% mortgage  note,  principal  and  interest payable monthly, maturity
     2001.
(h)  6.625% notes, interest payable semi-annually,  principal  installments of
     $40.0 million each due 1999, 2000,
     and 2001.
(i)  7.250% notes, interest payable semi-annually, maturity 2002.
(j)  6.875% notes, interest payable semi-annually, maturity 2003.
(k)  6.875% notes, interest payable semi-annually, maturity 2004.
(l)  7.250% notes, interest payable semi-annually, maturity 2005.
(m)  6.690% notes, principal and interest payable semi-annually, maturity 2006.
(n)  6.900%  notes,  principal  and  interest  payable semi-annually,  maturity
     August, 2007.
(o)  $200 million line of credit bearing interest  equal to floating LIBOR plus
     0.60%, maturity September, 2000.

    The Company estimates that the fair value of borrowings approximates
their carrying value at March 31, 1998. Maturities of borrowings at March
31 were as follows (dollars in thousands):

<TABLE>
<CAPTION>
<S>                           <C>
1998                      $     552
1999                         40,853
2000                         40,921
2001                         80,138
2002                         49,764
2003                         40,489
2004                         40,526
2005                        124,804
2006                         62,062
2007                         50,000
                          ---------
                          $ 530,109
                          =========
</TABLE>

4. Earings Per Share and Share Information

    In 1997, the Company adopted SFAS 128, "Earnings Per Share". In
accordance with this standard, basic earnings per share is computed on
the basis of the weighted average number of shares outstanding during
the year. Diluted earnings per share is computed giving effect to
dilutive stock options and dilutive preferred stock with an applicable
reduction in preferred dividends. Basic and diluted earnings per share
are computed as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                     Three months ended March 31,
                                                                   ------------------------------
                                                                   1998                      1997
                                                                   ----                      ----
<S>                                                                <C>                        <C>
BASIC:
     Net Income                                                 $15,273                   $18,178
     Preferred dividend requirement                               6,770                     5,831
                                                                -------                   -------
     Net income available for common                            $ 8,503                   $12,347
                                                                =======                   =======
     Average common shares outstanding                           39,935                    37,957

     Basic earnings per share                                   $  0.21                   $  0.33

DILUTED:
     Net income                                                 $15,273                   $18,178
     Preferred dividend requirement                               6,770                     5,831
                                                                -------                   -------
     Net income available for common                            $ 8,503                   $12,347
     Dilutive stock options                                         100                        26
     Average common shares outstanding                           39,935                    37,957
                                                                -------                   -------
     Average diluted common shares outstanding                  $40,035                   $37,983
                                                                =======                   =======
     Diluted earnings per share                                 $  0.21                   $  0.33

</TABLE>

5.  Income Taxes and Dividend Policy

    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 intends to distribute the
required amounts of income in 1998 to qualify as a REIT and to avoid paying
income taxes. On March 31, 1998, the Company paid dividends per share as
follows:

<TABLE>
<CAPTION>
<S>                           <C>
Series A Preferred         $0.43750
Series B Preferred         $0.55125
Series C Preferred         $0.53750
Series D Preferred         $1.03625
Series E Preferred(a)      $0.02436
Common                     $0.41000

</TABLE>

(a) Series E Preferred was issued on February 13, 1998, therefore the dividends
    per share have been prorated.

6.  Recent Accounting Pronouncements

    In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income". The Company had comprehensive income, which is comprised of net income
and unrealized gains or losses on marketable securities held as available for
sale, of $15,440,810 and $16,705,911 for the period ending March 31, 1998 and
1997 respectively.


<PAGE>
Form 10-Q - Merry Land & Investment Company, Inc.
Part I -    Financial Information
Item 2 -    Management's Discussion and Analysis of Financial Condition and
            Results of Operations
(Dollars in thousands except apartment and per share data)

OVERVIEW

     Merry Land & Investment Company, Inc. is an apartment operating company
and is one of the largest owners and operators of upscale garden apartments in
the United States. At March 31, 1998, the Company had a total market
capitalization of $1.9 billion and owned a high quality portfolio of 105
apartment communities containing 29,616 units. The communities are
geographically diversified throughout the Southern United States, located in
twenty-eight metropolitan areas, each with a population in excess of 250,000,
extending from the Washington, D.C. area to Texas and Florida. Substantially
all of the Company's apartment communities command rental rates in the upper
range of their markets.

     Operating Strategy.  The Company's strategy is to own and operate a
significant number of communities in every major market in the Southern United
States, and to establish a reputation recognized among apartment dwellers
throughout this region for high quality communities and first class service.
The accomplishment of this strategy should allow the Company to increase funds
from operations and distributions to shareholders by producing greater cash
flows at its apartment communities through significant marketing advantages and
operating efficiencies.  The Company adds to its holdings by buying existing
apartment communities, by buying communities under construction and in the
initial lease-up stage (primarily from merchant builders) and by developing
communities from the ground up.  The following table further describes the
Company's apartment holdings by major market as of March 31, 1998 (dollars in
thousands except rental rates):
<TABLE>
<CAPTION>
                                                       Average           Average
                                   % of              Occupancy(1)    Rental Rate(2)
Market         Units     Cost    Total Cost        1998      1997    1998       1997
------         -----     ----    ----------        ----      ----    ----       ---- 
<S>             <C>      <C>        <C>            <C>       <C>      <C>        <C>
Atlanta        4,235   $209,150    13.9%          90.7%     92.4%    $713       $669
Dallas         3,208    209,518    13.9           87.4      90.8      841        849
Jacksonville   2,550    107,287     7.1           94.2      93.4      635        621
Charlotte      2,459    113,716     7.5           94.5      92.2      650        615
Orlando        2,404    119,220     7.9           94.0      96.1      695        669
Houston        1,457     87,474     5.8           92.5       n/a      837        n/a
Tampa          1,449     71,038     4.7           98.1      96.6      679        652
Ft. Myers      1,268     59,338     3.9           96.2      97.2      681        664
Raleigh        1,256     48,954     3.2           94.2      94.5      631        621
Austin         1,249     80,551     5.3           86.7      95.3      841        842
Savannah       1,149     55,286     3.7           92.1      93.3      691        630
Ft. Lauderdale 1,144     72,625     4.8           94.5      91.3      866        850
Charleston       880     34,196     2.3           97.5      94.5      565        548
All others     4,908    239,592    16.0           93.0      90.8      710        626
               -----  ---------   -----           ----      ----     ----       ----
              29,616 $1,507,945   100.0%          92.7%     92.9%    $716       $677
</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 March month end.

      Growth.  Merry Land intends to increase its holdings of apartments
primarily through the acquisition of apartment communities and also through
apartment development. The following table summarizes the Company's growth in
recent years (dollars in thousands):

<TABLE>
<CAPTION>
                                      1998(1)           1997            1996            1995
                                   ----------     ----------      ----------      ----------
<S>                                       <C>            <C>             <C>             <C>
Units acquired                              -          4,104           2,475           3,444
Units developed                            90            936             414               -
Total units owned at end of period     29,616         29,526          24,936          22,296
Total cost of apartments           $1,507,945     $1,496,109      $1,175,427      $1,009,056
Total apartment rental income      $   59,121     $  208,363      $  176,053      $  144,283

</TABLE>
     __________
     (1) Represents totals at March 31, 1998.

      Acquisition of Communities under Development. The Company has also
agreed to acquire the following communities to be built by unrelated
third parties (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                 Estimated           Estimated
Community                           Location                  Units                Cost                Close
---------                           --------                  -----              ---------           ---------
<S>                                   <C>                      <C>                  <C>                  <C>
Villages of Prairie Creek I       Dallas, Texas                236                $19,800              2Q1998
Creekside Homes at Legacy         Dallas, Texas                380                 31,200              3Q1998
Villages of Prairie Creek II      Dallas, Texas                228                 19,500              1Q1999
                                                               ---                -------         
                                                               844                $70,500
</TABLE>

Villages of Prairie Creek I and Creekside Homes at Legacy have both
been completed. Villages of Prairie Creek I is 79% occupied and 83%
leased with closing expected during the second quarter of 1998.
Creekside Homes at Legacy is 62% occupied and 76% leased with closing
expected during the third quarter of 1998.  The Company will pay the
seller an amount equal to the lesser of the budgeted cost or the
seller's actual cost plus additional amounts upon the attainment of
specified occupancy and net operating cash flow levels based on
agreed upon formulas. Although the third party developer bears the
development and construction risk, the Company actively monitors
construction quality of the communities.

     Development. At March 31, 1998, the Company had six
communities with 2,408 units under construction (of which
960 units have been delivered) and one community with 220
units under development. These communities will be
completed at an expected total cost of $203.3 million. In
addition, the Company owns land suitable for the
construction of 1,240 additional units. The communities
under development offer features typical of very high end
properties, including nine foot ceilings, high levels of
trim and finish, garages and extensive amenities.
     The following table summarizes the Company's current
development communities and recently completed communities.
Estimated cost consists of land, direct construction costs
and indirect costs, including projected fees to third party
development managers and allocated overhead (dollars in
thousands, except cost per unit):


<PAGE>

<TABLE>
<CAPTION>
                                                                                                     Cost of
                                                                      Total                            Units
                                                           Total  Estimated      Total                Placed
                                                       Estimated       Cost       Cost   Units in         in  Estimated
Location                Community             Units         Cost   Per Unit    to Date    Service    Service Completion
--------                ---------             -----    ---------  ---------    -------   --------    ------- ----------
<S>                        <C>                  <C>          <C>        <C>        <C>        <C>        <C>        <C>
Completed, Unstabilized
-----------------------
Greensboro              Adams Farm II (1)       200    $  13,100    $65,500  $  13,062        200    $13,062    3Q 1997

Under Construction
------------------
Atlanta                 River Sound             586    $  42,000    $71,672  $  41,976        586    $41,976    4Q 1997
Savannah                Long Point I            308       22,900     74,351     22,615        284     21,383    2Q 1998
Richmond                Wyndham                 264       24,500     92,803     20,179         90      8,964    3Q 1998
Greensboro              Bridford Lake I         320       24,500     76,563     12,610          -          -    4Q 1998
Atlanta                 Satellite Place         424       34,000     80,189      9,104          -          -       1999
Richmond                Spring Oak              506       38,800     76,680                     -          -       1999
                                              -----    ---------    -------  ---------        ---    -------    
                                              2,408    $ 186,700    $77,533  $ 113,045        960    $72,323
Under Development
-----------------
Nashville               Cherry Creek III (1)    220    $  16,600    $75,455 $    4,416                             1999

Future Development
------------------
Savannah                Long Point II (1)       352                         $    1,154
Nashville               Bell Road I             360                              1,911
Nashville               Bell Road II            328                              1,741
Greensboro              Bridford Lake II (1)    200                              1,356
                                              -----                         ----------
                                              1,240                         $    6,162
</TABLE>
     __________
     (1)  Adjoins an existing community owned by the Company.


Recent Events

     Acquisition of Communities from Trammell Crow Residential.  
 On April 1, 1998, the Company closed the purchase of twelve 
 communities containing 3,538 units from Trammell Crow Residential, 
 a national apartment development and management company, and
 its affiliates.  The purchase of a thirteenth property will close 
 upon the completion of construction probably in the second quarter 
 of 1998. For the total 3,994 units, the sellers will receive
 consideration of $248.0 million, including partnership units 
 in Merry Land's newly created subsidiary DownREIT partnership, 
 cash and the assumption of debt.

     Of the twelve communities acquired, three are located in
 Orlando, four in Tampa, three in Jacksonville and one each in
 Sarasota and Daytona. This high quality portfolio averages
 seven years of age, 941 square feet per unit and $714 monthly
 rent, and was 95% occupied as of March 31, 1998. These
 characteristics are very similar to those of Merry Land's
 existing Florida holdings. Merry Land has employed
 substantially all of the staff at the communities and
 additional management personnel from Trammell Crow Residential.
 Merry Land has substantial infrastructure in place in Florida
 and expects to quickly integrate the new communities into its
 Orlando based Florida Management Area.

     The following is a detailed listing of the communities
 acquired:

<TABLE>
<CAPTION>
                                                    Year                    Sq. ft.
Community                    Location              Built      Units        Per Unit     Avg. Rent     Occup.
---------                    --------              -----      -----        --------     ---------     ------
<S>                          <C>                    <C>        <C>              <C>           <C>        <C>
Wood Forest                  Daytona Beach         1985        144              822          $561        92%
Oaks at Baymeadows           Jacksonville          1985        248              995           619        94
Oaks at Regency              Jacksonville          1985        159              844           539        85
Oaks at Orange Park          Jacksonville          1986        280              845           589        94
Vinings at Lake Buena Vista  Orlando               1988        400              927           674        99
Chicasaw Crossing            Orlando               1986        292              850           594        95
Vinings Club at Metrowest    Orlando               1997        411            1,182         1,001        93
Vinings at Lenox Place       Orlando               1998        456            1,011           875        (1)
Beneva Place                 Sarasota              1986        192              882           680        99
Vinings Club at Boot Ranch   Tampa                 1996        432              956           803        94
Vinings at Carrollwood Place Tampa                 1995        432              970           733        96
Forest Place                 Tampa                 1985        244              813           554        96
Horizon Place                Tampa                 1985        304              841           599        96
                                                   ----      -----            -----         -----       ---
Weighted Average or Total                          1990      3,994              941          $714        95%

</TABLE>
     __________
     (1)  Under construction at March 31, 1998. Expected to
          close during the second quarter of 1998.

     The Company believes that this transaction is a significant
 step in its strategy to become recognized by renters throughout
 the South as the region's leading provider of high-quality
 apartment homes. With this transaction, Merry Land further
 enhances its leadership position in the Florida luxury
 apartment market with 14,256 high quality units in that state
 and with particularly strong concentrations in Orlando, Tampa
 and Jacksonville. The Company expects this transaction will
 help it to further capitalize on its significant marketing
 advantages and operating efficiencies in the state.

     The acquisition represents a 17% increase in the
 Company's total investment in apartments, and a 50%
 increase in its Florida holdings. Merry Land's
 Florida communities now represents 43% of the
 Company's total investment in apartments. The
 following table includes Merry Land's apartment
 holdings at April 1, 1998:

<TABLE>
<CAPTION>
                                                                  % of
                         TOTAL               COST            TOTAL COST
                         -----               ----            ----------
<S>                       <C>                <C>                <C>
Florida                 14,256           $747,420,328           42.6%
Texas                    5,914            377,542,701           21.5
Georgia                  5,760            278,247,332           15.8
N. Carolina              4,423            198,739,385           11.3
S. Carolina              1,308             47,830,505            2.7
Tennessee                  879             47,365,670            2.7
Virginia                   596             35,103,440            2.0
Maryland                   198             12,147,319            0.7
Alabama                    276             11,548,002            0.7
                        ------         --------------          ----- 
                        33,610         $1,755,944,682          100.0%
</TABLE>

     To fund the acquisition Merry Land assumed $113.4 million
 of debt, including $96.7 million of tax exempt debt bearing
 interest at an average rate of approximately 5.0%. Merry Land
 also formed a subsidiary DownREIT partnership which issued
 operating partnership units with an aggregate value of $30.6
 million to the sellers. An additional $5.4 million of units
 will be issued upon the closing of the thirteenth community.
 The units are redeemable for cash or, at the Company's option,
 for shares of Merry Land common stock on a one for one basis,
 beginning one year after closing. The Company will file a
 registration statement allowing the common stock exchanged for
 the units to be publicly traded. The balance of the purchase
 price was paid in cash.

  Sale of Preferred Stock.  In an offering completed
 on February 13, 1998, the Company issued 4.0 million
 shares of Series E Cumulative Redeemable Preferred
 Stock at $25.00 per share for net proceeds of
 $96.6 million. This issue bears a dividend rate of
 7.625% and is not callable by the Company until
 February 13, 2003. The Company used the net proceeds
 to pay down its line of credit, to provide funds to
 close the Trammell Crow transaction and to acquire
 and develop additional apartment communities. The
 Series E Preferred Stock is rated BBB by Standard &
 Poor's Corporation and Duff & Phelps Credit Rating
 Co. and Baa3 by Moody's Investors Services, Inc. and
 ranks equally with the Company's other series of
 preferred stock.

     Sale of Common Stock.  In a public offering
completed on March 16, 1998, the Company sold 3.0
million shares of common stock at $22.625 per share
for net proceeds of $64.5 million.  The Company used
the net proceeds to close the Trammell Crow
transaction and to provide funds to acquire and
develop additional apartment communities.

     Year 2000.  The Company has evaluated its
information systems and believes that it faces no
significant costs or risks associated with the "Year
2000" problem.

     Results of Operations for the Three Months Ended
March 31, 1998 and 1997.

     Rental Markets. In the aggregate, the Company's
Southern rental markets were in equilibrium for the
first quarter of 1998. Occupancy totaled 93.7% at
stabilized communities, all except development
communities under lease-up, compared with 93.3% for
the first quarter of 1997. While levels of new
construction throughout the South remain high, the
Company believes that if general economic activity,
job growth and household formation in the South remain
strong, occupancy and rent growth should remain
satisfactory.

     Rental Operations - Total Portfolio. The
operating performance of the Company's apartment
portfolio is summarized in the following table
(dollars in thousands except average monthly rent):

<TABLE>
<CAPTION>
                                               Change from                Three Months
                    % Change                  1997 to 1998           1998            1997
                    --------                  ------------           ----            ----
<S>                    <C>                             <C>            <C>             <C>
Rents                  23.9%                       $11,414        $59,121         $47,707
Operating expenses (1) 18.9                          2,388         15,030          12,642
Taxes and insurance    27.2                          1,495          6,996           5,501
                       ----                        -------        -------         -------
Subtotal (1)           21.4                          3,883         22,026          18,143

                       25.5%                       $ 7,531        $37,095         $29,564

Average occupancy (2)  (0.2)% (3)                                   92.7%           92.9%
Average monthly rent(4) 5.7%                                         $716            $677
Expense ratio (5)      (0.7)% (3)                                   37.3%           38.0%

</TABLE>
     __________
     (1) Excludes depreciation and amortization.
     (2) Represents the average physical occupancy at each month
         end for the period held.
     (3) Represents increase or decrease between periods.
     (4) Represents weighted average monthly rent charged
         for occupied units and rents asked for unoccupied units at March 31.
     (5) Represents total of operating expenses, taxes and
         insurance divided by rental revenues.

      Acquisitions in the last three quarters of 1997 and the
delivery of 848 units from the Company<O~>s development program
since the first quarter of 1997 increased the weighted average
number of apartments owned to 29,556 in the three month period of
1998 from 25,039 in the three month period of 1997.  Rental
revenues, expenses and taxes and insurance rose accordingly.
     The 5.7% increase in portfolio average rental
rates in the three month period of 1998 from the three
month period of 1997 resulted from both higher rents
at the Company<O~>s continuing properties and also the
higher rents charged at the communities the Company
acquired and put in service in 1997 and 1998, whose
monthly rents averaged $822 at March 31, 1998, versus
the total portfolio average of $716.

     Rental Operations - Same Store. The performance
of the 23,645 units which the Company held for the
three month period of both 1998 and 1997 ("same
store" results), is summarized in the following
table (dollars in thousands, except average monthly
rent; see footnotes above):

<TABLE>
<CAPTION>
                                            Change from                Three Months
                      % Change             1997 to 1998            1998           1997
                      --------             ------------            ----           ----
<S>                     <C>                     <C>                 <C>            <C>
Rental income           3.0%                  $1,366            $46,512        $45,146
Personnel               1.3                       66              4,955          4,889
Utilities             (13.8)                    (290)             1,811          2,101
Operating               6.6                      154              2,488          2,334
Maintenance and grounds 3.4                       88              2,671          2,583
Taxes and insurance    (0.3)                     (16)             5,197          5,213
                      -----                   ------            -------        -------
Subtotal (1)            0.0                        2             17,122         17,120

                        4.9%                  $1,364            $29,390        $28,026

Average occupancy (2)   0.9%                                      94.3%          93.4%
Average monthly rent(4) 2.2%                                       $691           $676
Expense ratio (5)      (1.1)%                                     36.8%          37.9%

</TABLE>

      Rental income rose by $1.4 million or 3.0% for those
properties held for all of both periods, as a result of 0.9%
higher occupancy and 2.3% higher average rental rates. At March
31, 1998 same store occupancy was 94.3%, up from 93.4% at March
31, 1997.
     Total operating expenses were flat in 1998 from
the same period in 1997. Operating costs increased
6.6% due to higher marketing and advertising costs,
while utilities expense decreased by $0.3 million or
13.8% as the Company has passed a portion of its water
expense to the residents. Accruals for property taxes
and insurance were flat with the same period in 1997.

     Rental Operations - Development Communities.
$12.6 million was expended in the three month period
of 1998 for apartments under development, bringing the
cumulative investment to $134.9 million, including
capitalized interest of $9.9 million. Some dilution of
earnings may occur to the extent that leasing lags
behind the delivery of units.
     90 units of Carriage Homes at Wyndham community
were delivered in the first quarter of 1998. The
operating results for the three month period of 1998
and 1997 for all development communities is summarized
in the following table (dollars in thousands; see
footnotes above):

<TABLE>
<CAPTION>
                                            Three months
                                      ---------------------
                                        1998           1997
                                      ------         ------
<S>                                      <C>            <C>
Units                                  1,460          1,019

Rental income                         $2,583         $1,794

Operating expense (1)                    639            477
Taxes and insurance                      277            131
                                      ------         ------
Subtotal (1)                             916            608

                                      $1,667         $1,186
</TABLE>

      At March 31, 1998, 72.5% of the 1,460 units delivered at
Carriage Homes at Wyndham, Hammocks at Long Point, Madison at
River Sound and Madison at Adams Farm were leased at an average
rental rate of $851 per unit, or $.80 per square foot.

     Rental Operations - Other Communities. "Other
communities" are those not included in same store
communities or development communities. These include
communities bought or sold in part or in whole in
1997.  At March 31, 1998, these communities included
4,511 units. The performance of the other communities
for the three month period of 1998 and 1997 is
summarized in the following table (dollars in
thousands; see footnotes above):

<TABLE>
<CAPTION>
                                             Three months
                                      -----------------------
                                         1998            1997
                                      -------          ------
<S>                                       <C>             <C>
Units                                   4,511             450

Rental income                         $10,026            $767

Operating expense (1)                   2,466             258
Taxes and insurance                     1,522             157
                                      -------            ----
Subtotal (1)                            3,988             415

                                      $ 6,038            $352
</TABLE>

      Interest, Dividend and Other Investment Income. Dividend
income decreased as the Company essentially completed liquidation
of its holdings of marketable securities in the second quarter of
1997 and invested the proceeds in apartments. Interest, dividend
and other investment income are summarized in the following table
(dollars in thousands):

<TABLE>
<CAPTION>
                                            Three months
                                      ---------------------
                                        1998           1997
                                      ------        -------
<S>                                      <C>            <C>
Interest income                       $  449         $  766
Dividend income                           44            559
Other investment income                    -          3,501
                                      ------         ------
Total                                 $  493         $4,826

</TABLE>

     Interest Expense. Interest expense totaled $8.7
million in the three month period of 1998, up from
$5.6 million in the three month period of 1997.
Average debt outstanding rose to $553.4 million in the
three month period of 1998 from $387.5 million in the
three month period of 1997, primarily as a result of
the issuance of the 6.90% senior unsecured notes in
July, 1997, the issuance of the 6.69% senior unsecured
notes in October, 1997, and the assumption of mortgage
notes in 1997 related to apartment acquisitions.  The
weighted average interest rate charged on all the
Company's debt decreased to 7.0% in the three month
period of 1998 from 7.1% for the three month period in
1997 as a result of an average interest rate of 6.80%
on the $100 million senior unsecured notes issued
during 1997. During the three month period of 1998,
$1.1 million of interest related to the Company<O~>s
development projects was capitalized versus $1.2
million in the three month period of 1997.

      Interest expense and average debt balances are summarized
below (dollars in thousands):

<TABLE>
<CAPTION>
                                             Three Months ended March 31,
                                  ------------------------------------------------------
                                         1998                              1997
                                  --------------------              --------------------
                                  AMOUNT       RATE(1)              AMOUNT       RATE(1)
                                  ------       -------              ------       -------
<S>                                  <C>           <C>                 <C>          <C>
Interest expense              $    9,874                         $   6,844
Capitalized interest              (1,144)                           (1,218)
                              ----------                         ---------
Total interest                     8,730                             5,626

Senior notes                     460,000          6.9%             360,000          7.0%
Mortgage notes                    70,167          7.9%              27,527          8.7%
Line of credit - banks            23,267          6.2%                   -
                              ----------          ----           ---------          
Average balance outstanding      553,434          7.0%             387,527          7.1%

</TABLE>
     __________
     (1)  Weighted average interest rate.

     General and Administrative Expenses. General and
administrative expenses in the three month period of
1998 were $1.2 million, or 2.0% of rental revenues as
compared to 2.2% for all of 1997. General and
administrative expenses increased $0.2 million in the
first three months in 1998 versus the first three
months in 1997 due primarily to higher corporate
headcount and their associated costs. The Company has
continued to invest in the areas of property
management, acquisition and development, and
accounting to provide better service to its residents
and to compete more efficiently in a rapidly evolving
industry. The Company expects that its overhead
expense measured as a percentage of revenues will
remain among the lowest of apartment REITs.

      Net Income. Net income totaled $15.3 million in the three
month period of 1998 and $18.2 million for the three month period
of 1997. Net income available for common shareholders totaled
$8.5 million in the three month period of 1998 and $12.3 million
for the three month period of 1997. The decreases in net income
and net income available for common shareholders for 1998 when
compared to 1997 arose principally from the decrease in other
income as a result of discontinuing cash management activities.
Rental operations (rental income less rental expense,
depreciation and taxes and insurance) increased due to an
increase in owned apartments but was offset by higher interest
expense and preferred dividends. Net income per common share in
the three month period of 1998 decreased to $.21 from $.33 in the
three month period of 1997.

     Dividends to Preferred Shareholders. Dividends to
preferred shareholders totaled $6.8 million in the
three month period of 1998 and $5.8 million in the
three month period of 1997. Preferred dividends are
summarized in the following table (dollars in
thousands):

<TABLE>
<CAPTION>
                                                                       Three months
                                                               --------------------------
                                                                 1998                1997
                                                                 ----                ----
<S>                                                               <C>                 <C>
Series A Preferred share dividends                             $   82             $   118
Series B Preferred share dividends                              2,205               2,205
Series C Preferred share dividends                              2,472               2,472
Series D Preferred share dividends                              1,036               1,036
Series E Preferred share dividends                                975                   0
                                                               ------             -------
Total preferred dividends                                      $6,770              $5,831
</TABLE>

      The increase in preferred dividends arose from the issuance
of $100.0 million of Series E preferred shares in February, 1998.
Holders of the Company's Series A Preferred Stock have
converted 4.4 million of the 4.6 million Series A shares
originally issued in June 1993 into 5.9 million shares of the
Company's common stock as the common dividend was raised above
the equivalent preferred dividend.

     Funds from Operations. Funds from operations
decreased 2.3% to $26.0 million in the three month
period of 1998 as compared to $26.6 million in the
three month period of 1997. Funds from operations
available to common shares decreased 2.6% to $21.2
million in the three month period of 1998 compared to
$21.8 million in the three month period of 1997. These
decreases were principally due to decreases in other
income produced by the active management of cash
raised in securities offerings which was not yet
invested in apartments. There was no other income from
securities for the first quarter of 1998 while $3.5
million was received for the first quarter of 1997.
At March 31, 1998, the Company held no material
marketable equity securities. "Core FFO", those
earnings produced exclusively by non cash management
activities, rose 12.5% to $26.0 million from $23.1
million for the first quarter of 1997.
     The following is a reconciliation of net income
to funds from operations (data in thousands, except
per share data):
<TABLE>
<CAPTION>
                                                                      Three months
                                                             ---------------------------
                                                                1998                1997
                                                             -------             -------
<S>                                                              <C>                 <C>
Net income from operations                                   $15,273             $14,677
Net income - marketable securities                                 -               3,501
                                                             -------             -------
Total net income                                              15,273              18,178
Less preferred dividends paid                                  6,770               5,831
                                                             -------             -------
Net income available for common shares                         8,503              12,347

Add depreciation of real estate owned                         12,679               9,425
Add net realized loss                                             15                   -
                                                             -------             -------
Funds from operations available to common shares              21,196              21,773
Add convertible preferred dividends                            4,759               4,795
                                                             -------             -------
Funds from operations-fully diluted                          $25,955             $26,567
                                                             =======             =======
Less income from marketable securities                             -              (3,501)
                                                             -------             -------
Core funds from operations - fully diluted                   $25,955             $23,066
                                                             =======             =======
Weighted average common shares outstanding -
Basic                                                         39,935              37,957
Diluted                                                       40,035              37,983
Fully diluted (assuming conversion of
     all convertible preferred stock)                         50,263              48,319

</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 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.

Liquidity and Capital Resources

     Financial Structure. The Company's senior notes
and its preferred stock are rated investment grade by
Standard & Poor's Corporation (BBB+/BBB), Moody's
Investors Services, Inc. (Baa2/Baa3) and Duff & Phelps
Credit Rating Co. (BBB+/BBB).  At March 31, 1998,
total debt equaled 36% of total capitalization at
cost, and 28% of total capitalization with common
stock valued at market. At that date, the Company's
financial structure was as follows (dollars in
thousands):

<TABLE>
<CAPTION>
                                                                         Common  Stock
                                                                % of         at Market           % of
                                               Cost            Total             Value          Total
                                               ----            -----             -----          -----
<S>                                             <C>              <C>               <C>    
Advances under line of credit            $        -               0%        $        -             0%
Mortgage loans                               70,109                4            70,109              4
6.625% senior unsecured notes, 1999          40,000                3            40,000              2
6.625% senior unsecured notes, 2000          40,000                3            40,000              2
6.625% senior unsecured notes, 2001          40,000                3            40,000              2
7.25% senior unsecured notes, 2002           40,000                3            40,000              2
6.875% senior unsecured notes, 2003          40,000                3            40,000              2
6.875% senior unsecured notes, 2004          40,000                3            40,000              2
7.25% senior unsecured notes, 2005          120,000                8           120,000              6
6.69% senior unsecured notes, 2006           50,000                3            50,000              3
6.90% senior unsecured notes, 2007           50,000                3            50,000              3
                                         ----------              ---         ---------            ---
Total debt                                  530,109              36%           530,109            28%

Series D preferred stock                     50,000               3%            50,000             3%
Series E preferred stock                    100,000               7%           100,000             5%
Common stock  (1)                           803,241              54%         1,184,406            64%
                                         ----------             ----        ----------           ----
Total equity                                953,241              64%         1,334,406            72%

Total capitalization                     $1,483,350             100%        $1,864,515           100%
                                         ==========             ====        ==========           ====
</TABLE>
     __________
     (1) Assumes conversion of all outstanding convertible
         preferred stock into common stock.

      At March 31, 1998, the Company had no borrowings
outstanding under its lines of credit. Borrowings under 
the line bear interest at 0.60% above the  thirty  day  
London  Interbank  Offered Rates. At March 31, 1998, the 
Company's loan agreements  and the covenants under its 
senior unsecured notes would  have allowed  it  to  borrow 
$450.9 million on an unsecured basis.
    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. At March 31, 1998, the Company
had  seven  mortgage  loans  outstanding,  which  were
assumed  in 1997  and  1996  in  connection  with  the
purchase of  seven  communities.  On April 1, 1998 the
Company  assumed one additional conventional  mortgage
associated  with  one of the Trammell Crow Residential
properties  as  well  as  $97  million  of  tax-exempt
mortgage  debt with  respect  to  nine  Trammell  Crow
Residential properties.
     On April 1, 1998, following the close of the
Trammell Crow Residential acquisition of twelve
properties, total debt equaled 40% of total
capitalization at cost, and 32% of total
capitalization with common stock valued at market. At
that date, the Company's financial structure was as
follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                         Common Stock
                                                                            at Market
                                             Cost        % of Total             Value      % of Total
                                      -----------        ----------       -----------      ----------
<S>                                           <C>               <C>               <C>             <C>
Secured debt                          $   183,464               11%       $   183,464              9%
Unsecured debt                            460,000               28%           460,000             23%
                                      -----------              ----       -----------            ----
Total debt                            $   643,464               40%       $   643,464             32%

Series D&E preferred stock                150,000                9%           150,000              7%
Common stock (1)                          833,810               51%         1,211,667             60%
                                      -----------              ----       -----------            ----
Total equity                              983,810               60%         1,361,667             68%

Total capitalization - 4/1/98          $1,627,273              100%        $2,005,131            100%

</TABLE>
     __________
     (1) Assumes conversion of all outstanding convertible preferred
         and DownREIT partnership units into common stock.

     At April 1, 1998, the Company's loan agreements
and the covenants under its senior unsecured notes
would have allowed it to borrow an additional $419.9
million on an unsecured basis.

     Liquidity. Merry Land expects to meet its short-
term liquidity requirements with cash provided by
operating activities and by borrowing under its line
of credit. The Company's primary short-term
liquidity needs are operating expenses, apartment
acquisitions, apartment development and capital
improvements. The Company essentially completed the
liquidation of its holdings of marketable securities
which were acquired as a temporary investment pending
the acquisition or development of additional apartment
communities.
     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.
      The following table summarizes the Company's capital
requirements resulting from its acquisition and development
commitments as of March 31, 1998. Not included in this table are
additional acquisitions and developments, debt repayments or the
additional sales of debt or equity securities (dollars in
thousands):

<TABLE>
<CAPTION>
Estimated capital requirements:
-------------------------------
<S>                                                                                      <C>
Development communities costs through 1999                                            85,877
Acquisition of communities under development                                          70,500
Acquisition of Trammell Crow Residential Portfolio                                   248,000
                                                                                     -------
Total future commitments                                                             404,377

Estimated capital sources:
--------------------------
Cash on hand at 3/31/98                                                               79,899
Marketable securities held at 3/31/98                                                  2,131
Issuance of DownREIT OP units - Trammell Crow Residential Portfolio                   36,003
Assumption of debt - Trammell Crow Residential Portfolio                             113,407
Funds available under line of credit                                                 200,000
                                                                                     -------
Total capital sources                                                                431,440

Excess of capital sources over requirements                                        $  27,063
                                                                                   =========
</TABLE>

      Cash Flows. The following table summarizes
cash flows for the three month periods of 1998 and
1997 (dollars in thousands):

<TABLE>
<CAPTION>
                                                                SOURCES AND USES OF CASH:
                                                                -------------------------
                                                                       Three Months
                                                                -------------------------
                                                                  1998               1997
                                                                  ----               ----
<S>                                                                <C>                <C>
Operating activities                                          $ 25,237           $ 23,083
Sale of Merry Land common stock                                 67,952              3,864
Sale of Merry Land preferred stock                              96,633                  -
Sale of real property                                              261                  -
Other                                                               90              2,262
                                                              --------           --------
Total sources of cash                                          190,173             29,209

Acquisitions of and improvements to properties                  (3,115)            (2,179)
Development of properties                                      (12,622)           (16,668)
Dividends paid                                                 (24,191)           (20,623)
Repayment of bank debt                                         (67,800)                 -
Other                                                           (2,948)              (159)
                                                              --------           --------
Total uses                                                    (110,676)           (39,629)

Increase (decrease) in cash, cash equivalents
     and marketable securities                                 $79,497          ($10,420)

</TABLE>

Cash, cash equivalents and marketable securities
increased by $79.5 million in 1998 mainly due to the
sale of Merry Land common and preferred equity. On
April 1, 1998, Merry Land used the majority of the
proceeds from the security offerings to close the
Trammell Crow Residential acquisition. The
Company's operating cash flow has increased to
$25.2 million in the three month period of 1998 from
$23.1 million in the three month period of 1997. Net
rental income from apartments increased as the size
of the portfolio grew. The primary use of cash has
been apartment development and improvements and
dividends. Expenditures for apartment communities
under development decreased to $12.6 million in the
first three months of 1998 from $16.7 million in the
first three months of 1997 as the level of
construction decreased. The Company expects
development expenditures to increase further for the
remainder of 1998 as construction of additional
apartment communities commences. Dividends paid in
the three month period of 1998 increased from the
same period in 1997 due to an increase in the amount
of preferred stock outstanding, an increase in the
average amount of common stock outstanding, and in
the case of the Company's common stock, an
increase in the quarterly dividend per share to
$0.41 in the first quarter of 1998 from $0.39 per
share.

     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 projects.
The following table summarizes the capital
expenditures for the three month periods of
1998 and 1997 (dollars in thousands, except
per unit data):

<TABLE>
<CAPTION>
                                                                        Three months
                                                                 ------------------------
                                                                 1998                1997
                                                                 ----                ----
<S>                                                               <C>                 <C>
Apartment communities:
Acquisitions                                                 $      -             $     -
Development projects:
Development costs                                              11,478              15,450
Capitalized interest                                            1,144               1,218
Replacements for stabilized communities (1)                     1,431               1,006
Improvements (2)                                                1,198                 712
Commercial properties                                              12                  97
Corporate level expenditures                                      474                 364
                                                              -------             -------
Total capital expenditures                                    $15,737             $18,847
                                                              =======             =======
Per Unit:
Replacements for stabilized communities (1)                       $61                 $47
Improvements (2)                                                  $41                 $28

</TABLE>
     __________
     (1) Stabilized communities are those properties which have been owned 
         for at least one full calendar year. In the three month period of 
         1998, 23,645 units were stabilized as compared to 21,156 units in
         the three month period of 1997.
     (2) Improvements include expenditures for all properties owned during 
         the period, including replacements at newly acquired communities.

      The Company expects that the level of
expenditures for replacements and improvements will
increase for the remainder of 1998 due primarily to
the installation of water submeters at a number of
communities and other expenditures scheduled for
completion to enhance or maintain the Company's
apartment communities' position in their markets.

      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.

    Forward Looking Statements.  This
filing includes statements that are
"forward looking statements" regarding
expectations with respect to market
conditions, development projects,
acquisitions, occupancy rates, capital
requirements, sources of funds, expense
levels, operating performance and other
matters. These assumptions and statements
are subject to various factors, unknown
risks and uncertainties, including general
economic conditions, local market factors,
delays and cost overruns in construction,
completion and rent up of development
communities, performance of consultants or
other third parties, environmental
concerns, and interest rates, any of which
may cause actual results to differ from the
Company's current expectations.


<PAGE>
Merry Land & Investment Company, Inc.
PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

     None

ITEM 2.  Changes in Securities

     None

ITEM 3.  Defaults Upon Senior Securities

     None

ITEM 4.  Submission of Matters to a Vote of Security Holders

     None

ITEM 5.  Other Information

     None

ITEM 6. Exhibits and Reports on Form 8-K

   a. Exhibits:
      ---------
      (3.i) Amended and Restated Articles of Incorporation (incorporated 
            herein by reference to Exhibit 4(a) to the Company's Shelf 
            Registration Statement on Form S-3 filed December
            15, 1995, file number 33-65067), as amended by Articles of
            Amendment to Articles of Incorporation re: Series D Preferred 
            Stock (incorporated herein by reference to Exhibit 4 to the 
            Company's current report on Form 8-K filed December 11, 1996),
            and as further amended by Articles of Amendment to Articles of
            Incorporation re: Series E Preferred Stock (incorporated herein 
            by reference to Exhibit B of the Company's Form 8-A12B filed on
            February 11, 1998).

      (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).

      (10)   Material Contracts.

      (10.1) Contribution Agreement between the Company and certain 
             Affiliates of Trammell Crow Residential dated February 23, 1998
             (incorporated herein by reference to Exhibit 10 to the
             Company's Form 8-K filed February 23, 1998).

      (27)   Financial Data Schedules

   b. Reports on Form 8-K. The registrant filed reports on Form 8-K during 
      the first quarter of 1998 as follows with respect to the following 
      matters.

<TABLE>
<CAPTION>
Form             Items                                      Dated Filed               Location           Financial Statements
----             -----                                      -----------               --------           --------------------
<S>              <C>                                        <C>                       <C>                <C>

8-K              5 (Completion of Public Offering of
                 Series E Preferred Stock)                  February 13, 1998         N/A                N/A

8-K              5,7 (Contract for acquisition of
                 thirteen apartment communities)            February 23, 1998         Florida            Audited Statements and
                                                                                                         Pro Forma Financial
                                                                                                         Statements
8-K              5 (Completion of Public Offering of
                 Common Stock)                              March 16, 1998            N/A                N/A

</TABLE>


<PAGE>

Form 10-Q - Merry Land & Investment Company,
Inc.
   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                            MERRY LAND & INVESTMENT COMPANY, INC.


                            /s/ Dorrie E. Green
                            _____________________________
                            Dorrie E. Green
                            Vice President and
                            Chief Financial Officer

May 14, 1998