AMENDED AND RESTATED

                    AGREEMENT OF LIMITED PARTNERSHIP

                                   OF

                        MERRY LAND DOWNREIT I LP


                        Dated as of April 1, 1998

<PAGE>

ARTICLE 1...............................................................1
     ORGANIZATIONAL MATTERS.............................................1
          SECTION 1.1. NAME.............................................1
          SECTION 1.2. REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE....1
          SECTION 1.3. TERM.............................................1
          SECTION 1.4. PURPOSE AND BUSINESS.............................1

ARTICLE 2...............................................................2
     CAPITAL CONTRIBUTIONS..............................................2
          SECTION 2.1. CAPITAL CONTRIBUTIONS OF THE PARTNERS............2
          SECTION 2.2. ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS....2
          SECTION 2.3. CERTAIN ADDITIONAL CAPITAL CONTRIBUTIONS.........3

ARTICLE 3...............................................................3
     DISTRIBUTIONS......................................................3
          SECTION 3.1. DISTRIBUTIONS....................................3
          SECTION 3.2. AMOUNTS WITHHELD.................................3
          SECTION 3.3. DISTRIBUTIONS UPON LIQUIDATION...................3

ARTICLE 4...............................................................4
     ALLOCATIONS........................................................4
          SECTION 4.1. ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES.........4

ARTICLE 5...............................................................5
     MANAGEMENT AND OPERATIONS OF BUSINESS..............................5
          SECTION 5.1. MANAGEMENT.......................................5
          SECTION 5.2. POWER OF ATTORNEY................................7
          SECTION 5.3. RESTRICTIONS ON GENERAL PARTNER AUTHORITY........8
          SECTION 5.4. OUTSIDE ACTIVITIES OF THE GENERAL PARTNER AND 
                       MERRY LAND.......................................8
          SECTION 5.5. CONTRACTS WITH AFFILIATES........................8
          SECTION 5.6. INDEMNIFICATION..................................8
          SECTION 5.7. LIABILITY OF THE GENERAL PARTNER................10
          SECTION 5.8. RELIANCE BY THIRD PARTIES.......................10

ARTICLE 6..............................................................11
     RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS........................11
          SECTION 6.1. LIMITATION OF LIABILITY.........................11
          SECTION 6.2. MANAGEMENT OF BUSINESS..........................11
          SECTION 6.3. OUTSIDE ACTIVITIES OF LIMITED PARTNERS..........11
          SECTION 6.4. RETURN OF CAPITAL...............................11
          SECTION 6.5. CERTAIN INFORMATION.............................11
          SECTION 6.6. REDEMPTION RIGHT................................11

ARTICLE 7..............................................................13
     BOOKS, RECORDS, ACCOUNTING AND REPORTS............................13
          SECTION 7.1 RECORDS AND ACCOUNTING...........................13

ARTICLE 8..............................................................13
     TAX MATTERS.......................................................13
          SECTION 8.1. TAX RETURNS.....................................13
          SECTION 8.2. TAX MATTERS PARTNER.............................13
          Section 8.3. WITHHOLDING.....................................14

ARTICLE 9..............................................................14
     TRANSFERS AND WITHDRAWALS.........................................14
          SECTION 9.1. TRANSFER........................................14
          SECTION 9.2. TRANSFER OF GENERAL PARTNER'S PARTNERSHIP 
                       INTEREST........................................14
          SECTION 9.3. LIMITED PARTNER'S RIGHTS TO TRANSFER............14
          SECTION 9.4. SUBSTITUTED LIMITED PARTNERS....................15
          SECTION 9.5. INTENTIONALLY OMITTED...........................15
          SECTION 9.6. GENERAL PROVISIONS..............................15

ARTICLE 10.............................................................16
     ADMISSION OF PARTNERS.............................................16
          SECTION 10.1. ADMISSION OF SUCCESSOR GENERAL PARTNER.........16
          SECTION 10.2. ADMISSION OF ADDITIONAL LIMITED PARTNERS.......16

ARTICLE 11.............................................................16
     DISSOLUTION, LIQUIDATION AND TERMINATION..........................16
          SECTION 11.1. DISSOLUTION....................................16
          SECTION 11.2. WINDING UP.....................................17
          SECTION 11.3. COMPLIANCE WITH TIMING REQUIREMENTS OF 
                        REGULATIONS....................................18
          SECTION 11.4. NOTICE OF DISSOLUTION..........................19

ARTICLE 12.............................................................19
     AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS......................19
          SECTION 12.1. AMENDMENTS.....................................19
          SECTION 12.2. MEETINGS OF THE PARTNERS.......................20

ARTICLE 13.............................................................20
     GENERAL PROVISIONS................................................20
          SECTION 13.1. ADDRESSES AND NOTICE...........................20
          SECTION 13.2. FURTHER ACTION.................................21
          SECTION 13.3. BINDING EFFECT.................................21
          SECTION 13.4. WAIVER.........................................21
          SECTION 13.5. COUNTERPARTS...................................21
          SECTION 13.6. APPLICABLE LAW.................................21
          SECTION 13.7. INVALIDITY OF PROVISIONS.......................21
          SECTION 13.8. ENTIRE AGREEMENT...............................21
          SECTION 13.9. GUARANTY BY MERRY LAND.........................21
     GLOSSARY..........................................................23



<PAGE>
                           AMENDED AND RESTATED
                     AGREEMENT OF LIMITED PARTNERSHIP
                                    OF
                         MERRY LAND DOWNREIT I LP


     THIS  AMENDED  AND  RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MERRY
LAND DOWNREIT I LP(the "Agreement"),  dated as of April 1, 1998, is entered
into  by  and  among MERRY LAND APARTMENT  COMMUNITIES,  INC.,  a  Maryland
corporation, as  the  General  Partner, and the Persons whose names are set
forth on Exhibit A attached hereto (the "Limited Partners").

     WHEREAS, the Partners are making  certain contributions to the capital
of the Partnership and desire to conduct business as described herein.

     NOW  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, and other valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                 ARTICLE 1
                          ORGANIZATIONAL MATTERS

     SECTION 1.1. NAME.  The name of the Partnership is MERRY LAND DOWNREIT
I LP.

     SECTION  1.2.  REGISTERED  OFFICE AND AGENT;  PRINCIPAL  OFFICE.   The
address  of  the  principal  office  and   the  registered  office  of  the
Partnership  in  the  State of Georgia and the  name  and  address  of  the
registered agent for service  of process on the Partnership in the State of
Georgia is W. Hale Barrett, 624  Ellis  Street,  Augusta, Georgia 30901, or
such other place as the General Partner may from time  to time designate by
notice to the Limited Partners.

     SECTION 1.3. TERM.  The term of the Partnership  commenced  on January
15,   1998,  and  shall  continue  until  December  31,  2040,  unless  the
Partnership is dissolved sooner pursuant to the provisions of Article 11 or
as  otherwise   provided   by  law.   The  original  Agreement  of  Limited
Partnership executed in connection with the commencement of the term of the
Partnership is superceded by this Agreement.

     SECTION 1.4. PURPOSE AND  BUSINESS.   The  purpose  and  nature of the
business to be conducted by the Partnership is to conduct any business that
may  be  lawfully conducted by a limited partnership organized pursuant  to
the Act, PROVIDED,  HOWEVER,  that  such  business  shall be limited to and
conducted  in such a manner as to permit Merry Land &  Investment  Company,
Inc., a Georgia corporation ("Merry Land") at all times to be classified as
a real estate  investment  trust  ("REIT") for federal income tax purposes,
unless Merry Land ceases to qualify  as  a  REIT for reasons other than the
conduct  of  the business of the Partnership.   An  integral  part  of  the
business of the  Partnership  also includes the conduct of such business in
such a manner that the Partnership  shall  be able to make distributions of
Preferred Returns to the Limited Partners entitled  thereto  and be able to
satisfy the obligations of the Partnership to any Redeeming Partner who has
exercised  the  Redemption  Right.   In connection with the foregoing,  and
without  limiting Merry Land's right, in  its  sole  discretion,  to  cease
qualifying  as a REIT, the Partners acknowledge Merry Land's current status
as a REIT inures  to  the benefit of all of the Partners including Partners
that may be admitted in the future (even though Merry Land is not currently
a partner).  Merry Land  owns  all  of  the issued and outstanding stock of
Merry  Land Apartment Communities, Inc. and  ML  Apartments  Limited.   The
Partnership  shall  not  take,  and  shall  refrain from taking, any action
which, in the judgment of the General Partner,  in  its  sole  and absolute
discretion,  (i)  could  adversely  affect  the  ability  of Merry Land  to
continue  to  qualify  as  a  REIT,  (ii) could subject Merry Land  to  any
additional taxes under Section 857 or  Section  4981  of the Code, or (iii)
could  violate  any law or regulation of any governmental  body  or  agency
having jurisdiction  over  Merry  Land  or the General Partner or either of
their  securities,  unless  such  action  (or  inaction)  shall  have  been
specifically consented to by the General Partner in writing.

                                 ARTICLE 2
                           CAPITAL CONTRIBUTIONS

     SECTION 2.1. CAPITAL CONTRIBUTIONS OF  THE  PARTNERS.   At the time of
their  respective   executions  of this Agreement, the Partners shall  make
Capital Contributions as set forth  in  Exhibit  A  to this Agreement.  The
Partners  shall  own Partnership Units in the amounts set  forth  for  such
Partner in EXHIBIT  A.   The  General  Partner  shall adjust the Percentage
Interest   in   EXHIBIT  A  to  reflect  accurately  redemptions,   Capital
Contributions, the  issuance  of  additional Partnership Units (pursuant to
any  merger  or otherwise), or similar  events  having  an  effect  on  any
Partner's Percentage Interest.  The number of Partnership Units held by the
General Partner  (equal  to one percent (1%) of all outstanding Partnership
Units  from  time to time) shall  be  deemed  to  be  the  General  Partner
Interest.  Upon the issuance of additional Limited Partnership Interests in
accordance with  Section  2.2,  the  General  Partner shall make additional
Capital Contributions or acquire other Limited  Partnership  interests  and
convert them to additional General Partner Interests in order to maintain a
Capital  Account  balance  equal  to  the lesser of one percent (1%) of the
total positive Capital Account balances  of  the  Partnership  or $500,000.
Except  as  stated  in  the preceding sentence, the Partners shall have  no
obligation to make any additional  Capital  Contributions  or  loans to the
Partnership.

     SECTION  2.2.  ISSUANCES  OF  ADDITIONAL  PARTNERSHIP INTERESTS.   The
General Partner is hereby authorized to cause the  Partnership  to issue to
the  Partners  or  other  Persons  additional  Partnership  Units  or other
Partnership Interests in one or more classes, or one or more series  of any
such   classes,   with   such   designations,   preferences  and  relative,
participating,  optional  or  other  special  rights,  powers  and  duties,
including  rights, powers and duties senior to Limited  Partner  Interests,
all as shall  be determined by the General Partner in its sole and absolute
discretion.  The  General  Partner may include such designations and rights
in EXHIBIT A (or an addendum thereto).

     SECTION  2.3.  CERTAIN ADDITIONAL  CAPITAL  CONTRIBUTIONS  .   If  the
General Partner anticipates  that, based upon projections of available cash
or otherwise, the Partnership  shall have insufficient funds to timely make
a full distribution to Limited Partners of any Preferred Return due them or
otherwise satisfy any obligation  of  the  Partnership  associated with the
exercise by a Redeeming Partner of any Redemption Right,  then  the General
Partner  shall (i) defer capital expenditures (or finance, or make  Capital
Contributions  necessary  to pay for, same)  of the Partnership, (ii) defer
payment of amounts owed by  the  Partnership  under loans, contracts or any
other agreement or arrangement with any Affiliate of the General Partner or
Merry  Land,  (iii)  finance  or  make Capital Contributions  necessary  to
satisfy the obligations of the Partnership  with  respect  to  any  of  its
investments,  or  (iv)  take, or refrain from taking, such other actions as
may be commercially reasonable  in  order  to  satisfy the Preferred Return
distribution  and  Redemption  Right obligations of  the  Partnership.   If
Merry Land issues securities and  contributes  some  or all of the proceeds
raised in connection with such issuance to the Partnership, then Merry Land
may  charge  the  Partnership  for its pro rata share of any  underwriter's
discount  or  other expenses paid  or  incurred  in  connection  with  such
issuance.

                                 ARTICLE 3
                               DISTRIBUTIONS

     SECTION 3.1.  DISTRIBUTIONS.   The  General  Partner  shall  cause the
Partnership  to  make distributions to the Partners who are Partners  on  a
Partnership Record  Date  in  accordance  with  their respective Percentage
Interests on such Partnership Record Date; PROVIDED  THAT in no event may a
Partner receive a distribution with respect to a Partnership  Unit  if such
Partner is entitled to receive a distribution with respect to a REIT  Share
for  which  such Partnership Unit has been redeemed or exchanged.  However,
if and to the  extent  the  General  Partner  admits  an additional Limited
Partner  entitled to a Preferred Return, any distributions  shall  be  made
first to such Limited Partners in accordance with their relative rights and
preferences;  and  any  further  distributions  shall be made solely to the
Partners  other than Limited Partners entitled to  a  Preferred  Return  in
accordance with their relative Percentage Interests.

     SECTION  3.2.  AMOUNTS WITHHELD.  All amounts withheld pursuant to the
Code or any provisions of any federal, state, local or foreign tax law with
respect to any allocation,  payment or distribution to the General Partner,
the Limited Partners or Assignees  shall  be treated as amounts distributed
to the General Partner, Limited Partners, or  Assignees pursuant to Section
3.1 for all purposes under this Agreement.

     SECTION  3.3.  DISTRIBUTIONS  UPON  LIQUIDATION.    Proceeds   from  a
Terminating  Capital  Transaction and any other cash received or reductions
in reserves made after  commencement  of the liquidation of the Partnership
shall be distributed to the Partners in accordance with Section 11.2.

                             ARTICLE 4
                            ALLOCATIONS

     SECTION 4.1. ALLOCATIONS FOR CAPITAL  ACCOUNT  PURPOSES.  For purposes
of maintaining the Capital Accounts and in determining  the  rights  of the
Partners  among  themselves,  the Partnership's items of income, gain, loss
and deduction (computed in accordance  with  EXHIBIT  B) shall be allocated
among  the Partners in each taxable year (or portion thereof)  as  provided
below.

     A.   After  giving  effect  to  the  special  allocations set forth in
Section 1 of EXHIBIT C attached hereto, Net Income shall  be  allocated (i)
first,  to  the  General  Partner  to the extent that Net Losses previously
allocated to the General Partner pursuant  to  the last sentence of Section
4.1.B  exceed  Net  Income  previously  allocated to  the  General  Partner
pursuant  to this clause (i) of Section 4.1.A,  and  (ii)  thereafter,  Net
Income shall  be  allocated  to  the  Partners  in  accordance  with  their
respective  Percentage Interests. However, if and to the extent the General
Partner admits  additional Limited Partners entitled to a Preferred Return,
then Net Income shall  be  allocated second, to such Limited Partners up to
their  Preferred  Return  in accordance  with  their  relative  rights  and
preferences, and any further  income  shall  be  allocated  solely  to  the
Partners  other  than  Limited  Partners  entitled to a Preferred Return in
accordance with their relative Percentage Interests.

     B.   After  giving  effect to the special  allocations  set  forth  in
Section 1 of EXHIBIT C attached  hereto,  Net  Losses shall be allocated to
the  Partners  in  accordance with their respective  Percentage  Interests;
PROVIDED THAT Net Losses  shall  not  be  allocated  to any Limited Partner
pursuant  to  this Section 4.1.B to the extent that such  allocation  would
cause such Limited  Partner  to have an Adjusted Capital Account Deficit at
the end of such taxable year (or  increase  any  existing  Adjusted Capital
Account Deficit).  All Net Losses in excess of the limitations set forth in
this Section 4.1.B shall be allocated to the General Partner.

     C.   For  purposes  of  Regulations  Section 1.752-3(a), the  Partners
agree that Nonrecourse Liabilities of the Partnership  in excess of the sum
of (i) the amount of Partnership Minimum Gain and (ii) the  total amount of
Nonrecourse  Built-in  Gain  shall  be  allocated  among  the  Partners  in
accordance  with  their respective Percentage Interests or as permitted  in
Revenue Ruling 95-41.

     D.   Any gain allocated to the Partners upon the sale or other taxable
disposition of any  Partnership  asset  shall to the extent possible, after
taking into account other required allocations  of gain pursuant to EXHIBIT
C, be characterized as Recapture Income in the same  proportions and to the
same extent as such Partners have been allocated any deductions directly or
indirectly giving rise to the treatment of such gains as Recapture Income.

                             ARTICLE 5
               MANAGEMENT AND OPERATIONS OF BUSINESS

     SECTION 5.1. MANAGEMENT

     A.   Except  as  otherwise expressly provided in this  Agreement,  all
management powers over  the business and affairs of the Partnership are and
shall be exclusively vested  in the General Partner, and no Limited Partner
shall have any right to participate  in  or  exercise control or management
power  over  the  business  and  affairs of the Partnership.   The  General
Partner may not be removed by the  Limited  Partners.   In  addition to the
powers now or hereafter granted a general partner of a limited  partnership
under applicable law or which are granted to the General Partner  under any
other provision of this Agreement, the General Partner, subject to  Section
5.3  hereof,  shall  have  full power and authority to do all things deemed
necessary or desirable by it to conduct the business of the Partnership, to
exercise all powers and to effectuate the purposes set forth in Section 1.4
hereof, including, without limitation:

          (1)  to acquire, contract  to  acquire or enter into an option to
               acquire, sell, exchange, or convey title to, and to contract
               to sell or grant an option  for  the  sale  of  all  or  any
               portion of the real or personal property of the Partnership,
               including, without limitation, the Partnership's interest in
               its  real  property, and to execute, acknowledge and deliver
               such documents  and  instruments, including promissory notes
               and deeds to secure debt,  as  may be necessary or desirable
               in conjunction with such transactions;  to  borrow money and
               as  security  therefor  to  pledge  all or any part  of  the
               Partnership's  assets; to obtain replacements  of  any  such
               indebtedness, and to prepay, in whole or in part, refinance,
               recast, increase,  modify, consolidate, correlate, or extend
               any indebtedness affecting  the property of the Partnership;
               all of the foregoing at such  price  or  amount,  for  cash,
               securities,  or  other  property  and  upon such terms as it
               deems proper; to employ from time to time persons, firms, or
               corporations for the purpose of operating, managing, selling
               or otherwise dealing in or with the business and property of
               the Partnership, on such terms and for such  compensation as
               it shall determine; to execute any guaranty or accommodation
               endorsement  reasonably  incident  to  the  conduct  of  the
               business  of  the Partnership; and to execute,  acknowledge,
               and  deliver  any   and   all   instruments,   documents  or
               agreements, including powers of attorney, to effectuate  the
               foregoing.   By way of extension of the foregoing and not in
               limitation thereof,  the  General  Partner shall possess all
               the powers and rights of a Partner in  a Partnership without
               Limited Partners under the partnership law  of  the State of
               Georgia;

          (2)  the  making of any expenditures or the lending or  borrowing
               of money  to permit the Partnership to make distributions to
               its Partners  in  such amounts as will permit Merry Land (so
               long as Merry Land qualifies as a REIT) to avoid the payment
               of any federal income  tax (including, for this purpose, any
               excise tax pursuant to Section 4981 of the Code) and to make
               distributions  to its Partners  such  that  Merry  Land  can
               distribute to its  shareholders amounts sufficient to permit
               Merry Land to maintain REIT status;

          (3)  the merger or other  combination  of the Partnership with or
               into another entity (subject to any  prior  approval only to
               the extent required by Section 5.3 hereof);

          (4)  the use of the assets of the Partnership (including, without
               limitation,  cash  on hand) for any purpose consistent  with
               the terms of this Agreement  and  on  any terms it sees fit,
               including, without limitation, the financing  of the conduct
               of  the  operations of Merry Land, the General Partner,  the
               Partnership  or  any  of the Partnership's Subsidiaries, the
               lending  of  funds  to  other  Persons  (including,  without
               limitation, the Subsidiaries of the Partnership and/or Merry
               Land) and the repayment of  obligations  of  the Partnership
               and its Subsidiaries and any other Person in which it has an
               equity  investment,  and the making of capital contributions
               to its Subsidiaries; and

          (5)  the  determination  of  the   fair   market   value  of  any
               Partnership   property   distributed  in  kind  using   such
               reasonable method of valuation  as  the  General Partner may
               adopt.

     B.   In  exercising  its authority under this Agreement,  the  General
Partner may, but shall be under no obligation to, take into account the tax
consequences to any Partner  of  any  action taken by it; PROVIDED THAT, if
the  General  Partner decides to refinance  (directly  or  indirectly)  any
outstanding indebtedness  of  the Partnership, the General Partner may (but
need not) consider efforts to structure  such  refinancing in a manner that
minimizes any adverse tax consequences therefrom  to  the Limited Partners,
and  PROVIDED FURTHER THAT, in deciding whether or not to  dispose  of  any
property  that  represents more than one percent of the Partnership's total
assets, the General  Partner  may  (but  need  not) consider the income tax
consequences  of  such  disposition for both the General  Partner  and  the
Limited Partners.  The General  Partner  and the Partnership shall not have
liability to a Limited Partner under any circumstances  as  a  result of an
income  tax  liability incurred by such Limited Partner as a result  of  an
action (or inaction) by the General Partner pursuant to its authority under
this Agreement.

     C.   The  General  Partner  shall  not  incur  any  liability  to  the
Partnership  or any other Partner for any mistakes or errors in judgment or
for any act or omission believed by the General Partner in good faith to be
within  the scope  of  authority  conferred  upon  it  by  this  Agreement;
PROVIDED, HOWEVER, that the General Partner shall be liable for any losses,
costs or  damages  resulting  from  conduct with respect to the Partnership
amounting  to  fraud,  dishonesty,  willful   neglect   of  duty  or  gross
negligence.

     D.   The Partnership shall, to the extent permitted  by law, indemnify
and save harmless the General Partner against and from any  personal  loss,
liability  or  damage  incurred by it, as the result of any act or omission
with respect to which it is protected from liability under Section 5.6.

     E.   The General Partner  shall  be  reimbursed by the Partnership for
all costs and expenses reasonably incurred  on  behalf  of the Partnership,
including  without  limitation,  legal  and  accounting  fees  incurred  in
connection with the formation or operation of the Partnership.

     F.   The General Partner shall use commercially reasonable  efforts to
cause   the   Partnership  to  operate  in  a  manner  (including,  without
limitation,  incurring  indebtedness,  establishing  and  maintaining  cash
reserves, deferring  payments  to  Affiliates  of Merry Land or the General
Partner pursuant to any contractual or other obligation  of the Partnership
to  such  Persons, and deferring, or financing recurring and  non-recurring
capital  expenditures)   that   enables   the   Partnership   to  make  all
distributions  to  Limited  Partners  of  Preferred  Returns  and otherwise
satisfy  any  obligation  of the Partnership with respect to any Redemption
Right of any Redeeming Partner.

     SECTION 5.2. POWER OF ATTORNEY.

     A.   Each of the Limited Partners do hereby irrevocably constitute and
appoint the General Partner  as such Partner's true and lawful attorney, in
such Partner's name, place and  stead,  to make, execute, consent to, swear
to, acknowledge, record and file:

          (a)  a Certificate of Limited Partnership  under  the  applicable
          laws of the State of Georgia and under the applicable laws of any
          other jurisdiction in which the General Partner deems such filing
          to be necessary or desirable;

          (b) any certificate or  other instrument which may be required to
          be filed  by the Partnership or by the Partners under the laws of
          the State of  Georgia  and/or  under  the  applicable laws of any
          other jurisdiction to the extent the General  Partner  deems such
          filing to be necessary or desirable; PROVIDED, HOWEVER,  that any
          such document is consistent with the terms of this Agreement;

          (c)   any  and  all  amendments  or  modifications  to  the  said
          Certificate or to any other instrument described above; PROVIDED,
          HOWEVER,  that  any such document is consistent with the terms of
          this Agreement; and

          (d) all certificates  and other instruments which may be required
          to effectuate the dissolution  and termination of the Partnership
          pursuant to the provisions of this Agreement.

     B.   It is expressly understood, intended  and  agreed  by each of the
Limited  Partners,  for  and  on  behalf of such Partner and such Partner's
heirs, successors and assigns, that  the  grant of the power of attorney to
the General Partner is coupled with an interest,  is  irrevocable and shall
survive the death or legal incompetency of such Partner and the transfer of
such Partner's interest in the Partnership.

     SECTION 5.3. RESTRICTIONS ON GENERAL PARTNER AUTHORITY.

     A.   The General Partner may not take any action in  contravention  of
an  express prohibition or limitation of this Agreement without the written
Consent  of Partners holding 50% or more of the Percentage Interests of the
Partnership  (or  such  other  percentage  of  the  Partnership  as  may be
specifically provided for under a provision of this Agreement).

     B.   Except  as  provided  in  Article 11, the General Partner may not
sell, exchange, transfer or otherwise  dispose  of all or substantially all
of the Partnership's assets in a single transaction  or a series of related
transactions   (including  by  way  of  merger,  consolidation   or   other
combination with  any other Person) without the Consent of Partners holding
50% or more of the Percentage Interests of the Partnership.

     SECTION 5.4. OUTSIDE ACTIVITIES OF THE GENERAL PARTNER AND MERRY LAND.
The General Partner  and  Merry  Land  shall  be  entitled  to and may have
business interests and engage in business activities in addition  to  those
relating  to  the  Partnership, including business interests and activities
substantially similar  to  or  in  direct  competition  with  those  of the
Partnership   or  business  opportunities  that   could  be  taken  by  the
Partnership.

     SECTION 5.5.  CONTRACTS WITH AFFILIATES.  Any Affiliate of the General
Partner or Merry Land  may  be  employed or retained by the Partnership and
may  otherwise  deal with the Partnership  (whether  as  a  buyer,  lessor,
lessee, manager,  furnisher  of goods or services, broker, agent, lender or
otherwise) and may receive from the Partnership any compensation, price, or
other payment therefor which the  General Partner determines to be fair and
reasonable; PROVIDED, HOWEVER, the  Partnership  shall not make any payment
under  any  such  arrangement if the payment of any amount  due  thereunder
would cause or be likely  to  cause  the  Partnership to not be able to (a)
timely make a Preferred Return distribution to any Limited Partner entitled
thereto  or  (b) satisfy its obligations with  respect  to  the  Redemption
Rights of any Redeeming Partner.

     SECTION 5.6. INDEMNIFICATION.

     A.   The  Partnership shall indemnify each Indemnitee from and against
any  and  all losses,  claims,  damages,  liabilities,  joint  or  several,
expenses (including,  without  limitation,  attorneys  fees and other legal
fees and expenses), judgments, fines, settlement, and other amounts arising
from  any  and  all claims, demands, actions, suits or proceedings,  civil,
criminal, administrative or investigative, that relate to the operations of
the Partnership,  the  General  Partner  or Merry Land as set forth in this
Agreement in which such Indemnitee may be  involved, or is threatened to be
involved, as a party or otherwise, unless it  is  established that: (i) the
act or omission of the Indemnitee was material to the matter giving rise to
the proceeding and either was committed in bad faith  or  was the result of
active and deliberate dishonesty; (ii) the Indemnitee actually  received an
improper personal benefit in money, property or services; or (iii)  in  the
case  of  any  criminal  proceeding, the Indemnitee had reasonable cause to
believe  that  the  act  or omission  was  unlawful.   Any  indemnification
pursuant to this Section 5.6  shall  be  made only out of the assets of the
Partnership, and neither the General Partner  nor any Limited Partner shall
have  any obligation to contribute to the capital  of  the  Partnership  or
otherwise  provide funds, to enable the Partnership to fund its obligations
under this Section 5.6.

     B.   Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding may  be  paid or reimbursed by the Partnership in advance of the
final disposition of  the proceeding upon receipt by the Partnership of (i)
a written affirmation by  the  Indemnitee  of  the  Indemnitee's good faith
belief  that the standard of conduct necessary for indemnification  by  the
Partnership  as  authorized  in  Section  5.6.A.  has  been met, and (ii) a
written undertaking by or on behalf of the Indemnitee to  repay  the amount
if it shall ultimately be determined that the standard of conduct  has  not
been met.

     C.   The  indemnification  provided  by  this  Section 5.6 shall be in
addition to any other rights to which an Indemnitee or any other Person may
be entitled under any agreement, pursuant to any vote of the Partners, as a
matter of law or otherwise, and shall continue as to  an Indemnitee who has
ceased  to serve in such capacity unless otherwise provided  in  a  written
agreement pursuant to which such Indemnitee is indemnified.

     D.   The  Partnership may, but shall not be obligated to, purchase and
maintain insurance,  on behalf of the Indemnitees and such other Persons as
the General Partner shall  determine,  against  any  liability  that may be
asserted  against  or  expenses  that  may  be  incurred by such Person  in
connection  with the Partnership's activities, regardless  of  whether  the
Partnership would  have  the  power  to  indemnify such Person against such
liability under the provisions of this Agreement.

     E.   Subject to the limitations upon  indemnification provided in this
Section 5.6, an Indemnitee shall not be denied  indemnification in whole or
in  part  under  this  Section  5.6 solely because the  Indemnitee  had  an
interest  in the transaction with  respect  to  which  the  indemnification
applies if  the  transaction  was  otherwise permitted by the terms of this
Agreement.

     F.   The provisions of this Section  5.6  are  for  the benefit of the
Indemnitees, their heirs, successors, assigns and administrators  and shall
not  be  deemed  to create any rights for the benefit of any other Persons.
Any amendment, modification  or repeal of this Section 5.6 or any provision
hereof shall be prospective only  and  shall  not  in  any  way  affect the
limitations  on  the  Partnership's liability to any Indemnitee under  this
Section 5.6 as in effect immediately prior to such amendment, modification,
or repeal with respect  to  claims  arising  from  or  relating  to matters
occurring,  in  whole or in part, prior to such amendment, modification  or
repeal, regardless of when such claims may arise or be asserted.

     G.   If the  payment  of  any amount due under this Section 5.6 to the
General Partner, Merry Land or any  Affiliate  of  either  of  them  as  an
Indemnitee would or would be likely to cause the Partnership to not be able
to  make a Preferred Return distribution to a Limited Partner or to satisfy
the obligations  of  the Partnership to a Redeeming Partner with respect to
its Redemption Rights,  then  payment  of  the  amount  otherwise  due such
Indemnitee under this Section 5.6 shall be deferred until such time as such
payment  would  not adversely affect the Partnership's ability to make  the
Preferred Return  distributions  and satisfy its obligations to a Redeeming
Partner with respect to its Redemption Rights.

     SECTION 5.7. LIABILITY OF THE GENERAL PARTNER.

     A.   Notwithstanding anything  to  the  contrary  set  forth  in  this
Agreement, the General Partner shall not be liable for monetary damages  to
the  Partnership,  any  Partners  or  any Assignees for losses sustained or
liabilities incurred as a result of errors  in  judgment  or  of any act or
omission if the General Partner acted in good faith.

     B.   The  Limited  Partners  expressly  acknowledge  that  the General
Partner  is  acting  on  behalf  of  the  Partnership,  Merry Land, and the
shareholders of Merry Land collectively, that the General  Partner is under
no  obligation  to consider the separate interests of the Limited  Partners
(including, without limitation, the tax consequences to Limited Partners or
Assignees) in deciding whether to cause the Partnership to take (or decline
to take) any actions,  and  that neither the General Partner nor Merry Land
shall be liable for monetary  damages  for  losses  sustained,  liabilities
incurred,  or  benefits not derived by Limited Partners in connection  with
such decisions, provided that the General Partner has acted in good faith.

     C.   Notwithstanding  any  other  provisions  of this Agreement or the
Act, any action of the General Partner on behalf of  the Partnership or any
decision of the General Partner to refrain from acting  on  behalf  of  the
Partnership,  undertaken  in  the  good  faith  belief  that such action or
omission is necessary or advisable in order (i) to protect  the  ability of
Merry  Land  to continue to qualify as an REIT or (ii) to avoid Merry  Land
incurring any  taxes  under  Section  857  or  Section 4981 of the Code, is
expressly authorized under this Agreement and is  deemed approved by all of
the Limited Partners.

     SECTION 5.8. RELIANCE BY THIRD PARTIES.  Notwithstanding  anything  to
the  contrary  in  this  Agreement, any Person dealing with the Partnership
shall be entitled to assume  that  the  General  Partner has full power and
authority, without consent or approval of any other  Partner  or  Person to
encumber,  sell  or  otherwise use in any manner any and all assets of  the
Partnership and to enter  into  any contracts on behalf of the Partnership,
and take any and all actions on behalf  of  the Partnership and such Person
shall  be  entitled  to deal with the General Partner  as  if  the  General
Partner were the Partnership's  sole  party  in  interest, both legally and
beneficially.

                             ARTICLE 6
            RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

     SECTION 6.1. LIMITATION OF LIABILITY.  The Limited Partners shall have
no  liability  under this Agreement except as expressly  provided  in  this
Agreement or under the Act.

     SECTION 6.2.  MANAGEMENT  OF BUSINESS.  No Limited Partner or Assignee
shall take part in the operation, management or control (within the meaning
of the Act) of the Partnership's  business,  transact  any  business in the
Partnership's  name  or  have the power to sign documents for or  otherwise
bind the Partnership.

     SECTION 6.3. OUTSIDE  ACTIVITIES  OF  LIMITED  PARTNERS.   Any Limited
Partner shall be entitled to and may have business interests and  engage in
business  activities  in  addition  to  those  relating to the Partnership,
including business interests and activities that  are in direct competition
with  the  Partnership  or  that  are  enhanced  by the activities  of  the
Partnership or that could be taken by the Partnership.

     SECTION  6.4.  RETURN OF CAPITAL.  Except pursuant  to  the  right  of
redemption set forth  in  Section 6.6, no Limited Partner shall be entitled
to the withdrawal or return  of  its  Capital  Contribution,  except to the
extent of distributions made pursuant to this Agreement or upon termination
of  the  Partnership as provided herein.  Except to the extent provided  by
EXHIBIT C  hereof  or  as  permitted by Section 2.2, or otherwise expressly
provided in this Agreement,  no  Limited  Partner  or  Assignee  shall have
priority over any other Limited Partner or Assignee either as to the return
of Capital Contributions or as to profits, losses or distributions.

     SECTION 6.5. CERTAIN INFORMATION.

     A.   The  Partnership  shall  notify  each  Limited  Partner  (i) upon
request,  of  the  then current Conversion Factor and (ii) within five  (5)
Business Days of any change to the Conversion Factor.

     B.   Notwithstanding any provision of the Act, the General Partner may
keep confidential from the Limited Partners, for such period of time as the
General Partner determines  in  its  sole  and  absolute  discretion  to be
reasonable,  any  information  that  (i)  the  General  Partner  reasonably
believes  to  be  in  the nature of trade secrets or other information  the
disclosure of which the  General  Partner  in good faith believes is not in
the best interests of the Partnership or could  damage  the  Partnership or
its  business  or (ii) the Partnership is required by law or by  agreements
with an unaffiliated third party to keep confidential.

     SECTION 6.6. REDEMPTION RIGHT.

     A.   Subject  to  Section  6.6.B,  each  Limited Partner entitled to a
Preferred Return, shall have the right (the "REDEMPTION  RIGHT") to require
the Partnership to redeem (and the Partnership shall redeem) on a Specified
Redemption  Date  all or a portion of the Partnership Units  held  by  such
Limited Partner at  a redemption price equal to and in the form of the Cash
Amount to be paid by  the  Partnership.   The  Redemption  Right  shall  be
exercised  pursuant  to a Notice of Redemption delivered to the Partnership
(with  a  copy to the General  Partner)  by  the  Limited  Partner  who  is
exercising  the  Redemption  Right  (the  "Redeeming  Partner");  PROVIDED,
HOWEVER,  that  the  Partnership  shall  not  be  obligated to satisfy such
Redemption  Right  if  Merry  Land  and/or  the General Partner  elects  to
purchase (and completes the purchase of) the  Partnership  Units subject to
the Notice of Redemption pursuant to Section 6.6.B.  Upon the  issuance  of
any  additional  Partnership  Units  issued  under Section 2.2, the General
Partner may limit the Redemption Rights with respect  to  such  Partnership
Units  by written agreement with the purchaser or subscriber of such  Units
for a defined time period following the issuance of such Partnership Units.
A Limited  Partner  may not exercise the Redemption Right for less than one
thousand (1,000) Partnership  Units  or, if such Limited Partner holds less
than one thousand (1,000) Partnership  Units,  all of the Partnership Units
held  by such Partner.  The Redeeming Partner shall  have  no  right,  with
respect  to  any  Partnership Units so redeemed, to receive any Partnership
distributions for which  the  Partnership Record Date falls on or after the
Specified Redemption Date, however,  the  Redeeming Partner shall be deemed
the owner of REIT Shares and rights on the Specified Redemption Date if the
General Partner or Merry Land exercises the  option under Section 6.6.B and
elects to pay the Redeeming Partner the REIT Shares  Amount.   The Assignee
of  any  Limited  Partner  may  exercise the rights of such Limited Partner
pursuant to this Section 6.6, and  such  Limited Partner shall be deemed to
have  assigned such rights to such Assignee  and  shall  be  bound  by  the
exercise  of  such  rights  by  such  Assignee.   Upon  the occurrence of a
Liquidating  Event,  at least twenty (20) Business Days before  making  any
liquidating distributions  to Partners under Section 11.2.A, the Liquidator
shall give to all Limited Partners  having  a  Redemption Right notice that
such  Limited  Partners  may  deliver  to the Liquidator  within  ten  (10)
Business  Days a Notice of Redemption designating  a  Specified  Redemption
Date of no  later  than  twenty  Business  Days  after  the notice from the
Liquidator.

     B.   Notwithstanding  the  provisions  of  Section  6.6.A,  a  Limited
Partner that exercises the Redemption Right shall be deemed to have offered
to sell the Partnership Units described in the Notice of Redemption  to the
General  Partner  and  Merry  Land, and either the General Partner or Merry
Land (or both) may, in its sole  and absolute discretion, elect to purchase
directly and acquire such Partnership  Units  by  paying  to  the Redeeming
Partner either the Cash Amount or the REIT Shares Amount, as elected by the
General Partner or Merry Land (in its sole and absolute discretion), on the
Specified  Redemption  Date,  whereupon  the General Partner or Merry  Land
shall acquire the Partnership Units offered for redemption by the Redeeming
Partner and shall be treated for all purposes  of  this  Agreement  as  the
owner  of such Partnership Units.  If the General Partner and/or Merry Land
shall elect  to exercise its right to purchase Partnership Units under this
Section 6.6.B  with  respect  to a Notice of Redemption, it shall so notify
the Redeeming Partner within five  Business  Days  after the receipt by the
General Partner of such Notice of Redemption and the Partnership shall have
no obligation to pay any amount to the Redeeming Partner  with  respect  to
such  Redeeming  Partner's  exercise of such Redemption Right.  Each of the
Redeeming Partner, the Partnership,  and  the General Partner or Merry Land
shall treat the transaction between the General  Partner  or Merry Land and
the  Redeeming  Partner for federal income tax purposes as a  sale  of  the
Redeeming Partner's Partnership Units to the General Partner or Merry Land.

                                 ARTICLE 7
                  BOOKS, RECORDS, ACCOUNTING AND REPORTS

     SECTION 7.1.  RECORDS  AND ACCOUNTING.  The General Partner shall keep
or cause to be kept at the principal  office  of  the Partnership books and
records deemed by the General Partner to be appropriate with respect to the
Partnership's business.

     As soon as practicable after the close of each  Partnership  Year, the
General Partner shall cause to be mailed to each Limited Partner an  annual
report   containing   financial  statements  of  the  Partnership  and  the
appropriate Schedule K-1 to the Partnership's federal income tax return and
equivalent state schedules, or of the General Partner or Merry Land if such
statements are prepared  solely  on  a  consolidated basis with the General
Partner or Merry Land, for such Partnership  Year,  presented in accordance
with generally accepted accounting principles, consistently  applied,  such
statements  to  be  audited  by a nationally recognized firm of independent
public accountants selected by the General Partner.

                                 ARTICLE 8
                                TAX MATTERS

     SECTION 8.1. TAX RETURNS.   The  General Partner shall arrange for the
preparation  and  timely filing of all tax  returns  for  the  Partnership.
Except as otherwise provided herein, the General Partner shall, in its sole
and absolute discretion,  determine  whether to make any available election
pursuant to the Code.  The General Partner  shall have the right to seek to
revoke any such election (including, without limitation, the election under
Section 754 of the Code) upon the General Partner's  determination  in  its
sole  and  absolute discretion that such revocation is in the best interest
of the Partners.

     SECTION 8.2. TAX MATTERS PARTNER.

     A.   The  General  Partner  shall  be the "tax matters partner" of the
Partnership for federal income tax purposes.

     B.   The tax matters partner is authorized,  but not required, to take
any action or to enter into any settlement with the IRS with respect to any
administrative  or judicial proceedings for the adjustment  of  Partnership
items required to  be  taken  into  account  by  a  Partner  for income tax
purposes (such administrative proceeding being referred to as a "tax audit"
and such judicial proceedings being referred to as "judicial review"),  and
in  the  settlement  agreement  the tax matters partner may expressly state
that such agreement shall bind all  Partners,  except  that such settlement
agreement  shall  not  bind  any  Partner  who (within the time  prescribed
pursuant  to  the Code and Regulations) files  a  statement  with  the  IRS
providing that  the  tax  matters  partner  shall not have the authority to
enter into a settlement agreement on behalf of  such  Partner.  The General
Partner  shall  promptly  give  notice  to  each Limited Partner  upon  the
initiation  of  any tax audit and shall give each  Limited  Partner  notice
adequate for the  Limited  Partner  to timely file with the IRS a statement
restricting  the authority of the tax  matters  partner  to  enter  into  a
settlement agreement on behalf of such Limited Partner.

     SECTION 8.3.  WITHHOLDING.   The General Partner shall comply with all
withholding requirements imposed by  the  Code or other applicable federal,
state, local or foreign law.

                                 ARTICLE 9
                         TRANSFERS AND WITHDRAWALS

     SECTION 9.1. TRANSFER

     A.   The term "transfer" when used in this Article 9 with respect to a
Partnership Unit, shall be deemed to refer  to  a  transaction by which the
General Partner purports to assign all or any part of  its  General Partner
Interest to another Person or by which a Limited Partner purports to assign
all  or  any  part  of its Limited Partner Interest to another Person,  and
includes  a sale, assignment,  gift,  pledge,  encumbrance,  hypothecation,
mortgage, exchange  or any other disposition by law or otherwise.  The term
"transfer" when used  in  this Article 9 does not include any redemption of
Partnership Interests by the  Partnership  from  a  Limited  Partner or any
acquisition  of  Partnership  Units  from a Limited Partner by the  General
Partner or Merry Land pursuant to Section 6.6.

     B.   No Partnership Interest shall  be  transferred,  in  whole  or in
part,  except in accordance with the terms and conditions set forth in this
Article  9.   Any  transfer or purported transfer of a Partnership Interest
not made in accordance with this Article 9 shall be null and void.

     SECTION  9.2. TRANSFER  OF  GENERAL  PARTNER'S  PARTNERSHIP  INTEREST.
Without the Consent  of  the  holders  of  two-thirds  of  the  Partnership
Interests, the General Partner may not transfer any of its General  Partner
Interest or withdraw as General Partner except that the General Partner may
transfer  all or any part of its General Partner Interest to Merry Land  or
any Subsidiary of Merry Land.

     SECTION  9.3. LIMITED PARTNER'S RIGHTS TO TRANSFER.  A Limited Partner
may transfer, with  or  without  the consent of the General Partner, all or
any portion of its Partnership Interest,  or  any of such Limited Partner's
economic rights as a Limited Partner, except that:

          (1)  The General Partner may prohibit  any  transfer by a Limited
               Partner of its Partnership Units if, in the opinion of legal
               counsel to the Partnership, such transfer  would violate any
               federal or state securities laws or regulation applicable to
               the Partnership or the Partnership Unit.

          (2)  No  transfer  by a Limited Partner of its Partnership  Units
               may be made to  any  Person  if  (i) in the opinion of legal
               counsel  for  the  Partnership,  it  would   result  in  the
               Partnership  being  treated as an association taxable  as  a
               corporation, or (ii) such transfer is effectuated through an
               "established securities  market"  or a "secondary market (or
               the substantial equivalent thereof)"  within  the meaning of
               Section 7704 of the Code.


     SECTION 9.4. SUBSTITUTED LIMITED PARTNERS.

     A.   No  Limited  Partner  shall  have  the  right  to  substitute   a
transferee  as  a Limited Partner in his place.  The General Partner shall,
however, have the  right to consent to the admission of a transferee of the
interest of a Limited Partner pursuant to this Section 9.4 as a Substituted
Limited Partner, which  consent  may  be  given  or withheld by the General
Partner in its sole and absolute discretion unless  otherwise provided with
respect to any Limited Partner entitled to a Preferred Return.  The General
Partner's failure or refusal to permit a transferee of  any  such interests
to become a Substituted Limited Partner shall not give rise to any cause of
action against the Partnership or any Partner.

     B.   A  transferee  who  has  been  admitted as a Substituted  Limited
Partner in accordance with this Article 9  shall have the rights and powers
and be subject to all the restrictions and liabilities of a Limited Partner
under this Agreement.

     SECTION 9.5. INTENTIONALLY OMITTED.

     SECTION 9.6. GENERAL PROVISIONS.

     A.   No Limited Partner may withdraw from  the  Partnership other than
as  a  result  of  a  permitted  transfer  of  all  such Limited  Partner's
Partnership  Units  in  accordance  with  this  Article  9 or  pursuant  to
redemption of all of its Partnership Units under Section 6.6.

     B.   Any Limited Partner who transfers all of its Partnership Units in
a transfer permitted pursuant to this Article 9 shall cease to be a Limited
Partner  upon the admission of all Assignees of such Partnership  Units  as
Substitute  Limited  Partners.   Similarly,  any  Limited Partner who shall
transfer all of its Partnership Units pursuant to a  redemption  of  all of
its  Partnership  Units  under  Section  6.6  shall  cease  to be a Limited
Partner.

     C.   If any Partnership Interest is transferred, assigned  or redeemed
on any day other than the first day of a Partnership Year, then Net Income,
Net  Losses,  each  item  thereof and all other items attributable to  such
interest for such Partnership  Year  shall be divided and allocated between
the transferor Partner and the transferee  Partner  by  taking into account
their  varying  interest  during the Partnership's year in accordance  with
Section 706(d) of the Code,  using the interim closing of the books method.
Solely for purposes of making  such allocations, each of such items for the
calendar  month  in  which  the transfer  or  assignment  occurs  shall  be
allocated  to the transferee Partner,  and  none  of  such  items  for  the
calendar month  in  which  a  redemption  occurs  shall be allocated to the
Redeeming Partner.

                                ARTICLE 10
                           ADMISSION OF PARTNERS

     SECTION 10.1. ADMISSION OF SUCCESSOR GENERAL PARTNER.   A successor to
all  of  the  General  Partner  Interest  permitted  by Section 9.2 who  is
proposed to be admitted as a successor General Partner shall be admitted to
the Partnership as the General Partner, effective upon  such transfer.  Any
such  transferee  shall  carry  on the business of the Partnership  without
dissolution.  In each case, the admission shall be subject to the successor
General Partner executing and delivering  to  the Partnership an acceptance
of  all  of  the  terms  and conditions of this Agreement  and  such  other
documents or instruments as may be required to effect the admission.

     SECTION 10.2. ADMISSION  OF  ADDITIONAL LIMITED PARTNERS.  The General
Partner  may  admit  Additional  Limited   Partners  upon  such  terms  and
conditions  as the General Partner deems appropriate.   If  any  Additional
Limited Partner  is  admitted  to the Partnership on any day other than the
first day of a Partnership Year,  then  Net  Income,  Net Losses, each item
thereof and all other items allocable among Partners and Assignees for such
Partnership Year shall be allocated among such Additional  Limited  Partner
and  all  other Partners and Assignees by taking into account their varying
interests during  the Partnership Year in accordance with Section 706(d) of
the Code, using the  interim  closing  of  the  books  method.   Solely for
purposes  of  making  such  allocations, each of such item for the calendar
month in which an admission of  any Additional Limited Partner occurs shall
be allocated among all the Partners and Assignees including such Additional
Limited Partner.  All Partnership  distributions  with respect to which the
Partnership Record Date is before the date of such  admission shall be made
solely to Partners and Assignees other than the Additional Limited Partner,
and all distributions thereafter shall be made to all  of  the Partners and
Assignees including such Additional Limited Partner.

                                ARTICLE 11
                 DISSOLUTION, LIQUIDATION AND TERMINATION

     SECTION 11.1. DISSOLUTION.  The Partnership shall not be  dissolved by
the  admission  of  Substituted  Limited  Partners  or  Additional  Limited
Partners  or  by the admission of a successor General Partner in accordance
with the terms  of  this  Agreement.   Upon  the  withdrawal of the General
Partner, any successor General Partner shall continue  the  business of the
Partnership.   The  Partnership  shall dissolve, and its affairs  shall  be
wound up, upon the first to occur  of  any  of  the following ("Liquidating
Events"):

     A.   the expiration of its term as provided in Section 1.3 hereof.

     B.   an event of withdrawal of the General Partner,  as defined in the
Act,  unless,  within  ninety  (90) days after such an event of  withdrawal
either (i) Limited Partners owning  a  majority of the Percentage Interests
or (ii) Limited Partners that are not Affiliates  of the General Partner or
Merry Land owning a majority of the Percentage Interests that are not owned
by Affiliates of the General Partner or Merry Land, Consent to continue the
business  of the Partnership.  Upon an election to continue  the  business,
Limited Partners  owning  a  majority  of  the  Percentage  Interests shall
appoint,  effective  as  of  the  date  of withdrawal, a successor  General
Partner;

     C.   an  election  to dissolve the Partnership  made  by  the  General
Partner with the Consent  of  Limited  Partners  that are not Affiliates of
the General Partner or Merry Land holding  50%  or  more  of the Percentage
Interests  of  the  Partnership  that  are not owned by Affiliates  of  the
General Partner or Merry Land; or

     D.   the sale of all or substantially all of the assets and properties
of the Partnership.

     SECTION 11.2. WINDING UP.

     A.   Upon the occurrence of a Liquidating Event, the Partnership shall
continue solely for the purposes of winding  up  its  affairs in an orderly
manner, liquidating its assets, and satisfying the claims  of its creditors
and  Partners. No Partner shall take any action that is inconsistent  with,
or not necessary to or appropriate for, the winding up of the Partnership's
business  and  affairs.  The  General  Partner or, in the event there is no
remaining General Partner, any Person elected by the Consent of the Limited
Partners owning a majority of the Percentage Interests (the General Partner
or such other Person being referred to herein  as  the "Liquidator"), shall
be  responsible  for  overseeing  the  winding  up and dissolution  of  the
Partnership  and  shall take full account of the Partnership's  liabilities
and property and the  Partnership  property shall be liquidated as promptly
as is consistent with obtaining the  fair  value  thereof, and the proceeds
therefrom  (which  may,  to the extent determined by the  General  Partner,
include shares of stock in  Merry Land) shall be applied and distributed in
the following order:

          (1)  First,  to  the   payment   and  discharge  of  all  of  the
               Partnership's debts and liabilities to creditors; and

          (2)  Second,  to  all Redeeming Partners  who  have  exercised  a
               Redemption Right  under  Section  6.6.A  (to the extent that
               such Redeeming Partners have not received the Cash Amount or
               the REIT Shares Amount with respect to the Units offered for
               redemption,  but  only  if neither the General  Partner  nor
               Merry Land has elected to  purchase such Units under Section
               6.6.B).

          (3)  The  balance, if any, to the  General  Partner  and  Limited
               Partners  (other than the Redeeming Partners with respect to
               the Units offered  for  Redemption) in accordance with their
               positive  Capital  Accounts,  after  giving  effect  to  all
               contributions,  distributions,   and   allocations  for  all
               periods.

     B.   Notwithstanding  the  provisions of Section 11.2.A  hereof  which
require liquidation of the assets  of  the  Partnership, but subject to the
order of priorities set forth therein, if the Liquidator determines that an
immediate  sale  of  part  or  all  of the Partnership's  assets  would  be
impractical or would cause undue loss  to the Partners, the Liquidator may,
in its sole and absolute discretion, (i)  defer  for  a reasonable time the
liquidation of any assets except those necessary to satisfy  liabilities of
the Partnership and/or (ii) distribute to the Partners, in lieu of cash, as
tenants  in common, undivided interests in such Partnership assets  as  the
Liquidator  deems  not suitable for liquidation.  Any such distributions in
kind shall be subject  to  such  conditions relating to the disposition and
management  of  such  properties as the  Liquidator  deems  reasonable  and
equitable and to any agreements  governing the operation of such properties
at such time. The Liquidator shall  determine  the fair market value of any
property distributed in kind using such reasonable  method  of valuation as
it may adopt.

     C.   In  the discretion of the Liquidator, a pro rata portion  of  the
distributions that would otherwise be made to the Partners may be:

          (1)  distributed  to  a  trust established for the benefit of the
               Partners for the purposes of liquidating Partnership assets,
               collecting amounts owed  to  the Partnership, and paying any
               contingent or unforeseen liabilities  or  obligations of the
               Partnership  or the General Partner arising  out  of  or  in
               connection with  the  Partnership.  The  assets  of any such
               trust  shall  be  distributed  to the Partners from time  to
               time, in the reasonable discretion of the Liquidator, in the
               same proportions as the amount distributed  to such trust by
               the Partnership would otherwise have been distributed to the
               Partners pursuant to this Agreement, or

          (2)  withheld  or  escrowed to provide a reasonable  reserve  for
               Partnership liabilities  (contingent  or  otherwise)  and to
               reflect   the   unrealized   portion   of   any  installment
               obligations  owed  to  the Partnership, PROVIDED  THAT  such
               withheld or escrowed amounts  shall  be  distributed  to the
               Partners as soon as practicable.

     SECTION 11.3. COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS.   In
the  event  the Partnership is liquidated within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g),  distributions shall be made pursuant to this
Article 11 to the Partners who have positive Capital Accounts in compliance
with Regulations Section 1.704-1(b)(2)(ii)(b)(2).  If  any  Partner  has  a
deficit  balance  in  his  Capital  Account  (after  giving  effect  to all
contributions,   distributions  and  allocations  for  all  taxable  years,
including the year  during  which  such  liquidation  occurs), such Partner
shall  have no obligation to make any contribution to the  capital  of  the
Partnership  with  respect  to  such deficit, and such deficit shall not be
considered a debt owed to the Partnership or to any other Person.

     SECTION 11.4. NOTICE OF DISSOLUTION.  In the event a Liquidating Event
occurs or an event occurs that would, but for the provisions of an election
or objection by one or more Partners  pursuant to Section 11.1, result in a
dissolution of the Partnership, the General  Partner  shall,  within thirty
(30)  days  thereafter,  provide  written  notice  thereof  to each of  the
Partners.

                            ARTICLE 12
           AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

     SECTION 12.1. AMENDMENTS.

     A.   The General Partner's consent shall be required for any amendment
to the Agreement.  The General Partner, without the consent of  the Limited
Partners, may amend this Agreement in any respect; PROVIDED, HOWEVER,  that
the  following amendments shall require the consent of each Limited Partner
affected:

     (1)  any amendment affecting the operation of the Conversion Factor or
          the  Redemption  Right  in  a  manner  adverse  to  such  Limited
          Partners;

     (2)  any  amendment  that  would  adversely  affect the rights of such
          Limited  Partners to receive the distributions  payable  to  them
          hereunder,  other than with respect to the issuance of additional
          Partnership Units pursuant to Section 2.2;

     (3)  any amendment  that  would alter the Partnership's allocations of
          Profit and Loss to such Limited Partners, other than with respect
          to  the  issuance of additional  Partnership  Units  pursuant  to
          Section 2.2; or

     (4)  any amendment  that  would  impose  on  such Limited Partners any
          obligation  to  make  additional  Capital  Contributions  to  the
          Partnership.

     B.   Notwithstanding Section 12.1.A hereof, this  Agreement  shall not
be  amended without the Consent of each Partner adversely affected if  such
amendment would (i) convert a Limited Partner's interest in the Partnership
into  a  general  partner  interest, (ii) modify the limited liability of a
Limited Partner in a manner  adverse  to  such Limited Partner, (iii) amend
this Section 12.1.B, or (iv) adversely alter  or  affect  the  rights  of a
Limited  Partner  provided  in  an  Addendum  to  Exhibit  A.   Further, no
amendment may alter the restrictions on the General Partner's authority set
forth in Section 5.3 without the Consent specified in that section.

     C.   Notwithstanding Section 12.1.A hereof, the General Partner  shall
not  amend  Sections  5.6,  9.2  or  12.2 without the Consent of 75% of the
Percentage  Interests of the Limited Partners  excluding  Limited  Partners
Interests held by the General Partner.

     SECTION 12.2. MEETINGS OF THE PARTNERS.

     A.   Meetings of the Partners may be called by the General Partner and
shall be called  upon  the  receipt  by  the  General  Partner of a written
request by Limited Partners holding twenty percent (20%)  or  more  of  the
Partnership  Interests.  The call shall state the nature of the business to
be transacted.   Notice  of any such meeting shall be given to all Partners
not less than seven (7) days  nor  more  than thirty (30) days prior to the
date of such meeting. Partners may vote in  person  or  by  proxy  at  such
meeting.   Whenever  the  vote  or  Consent of the Partners is permitted or
required under this Agreement, such vote  or  Consent  may  be  given  at a
meeting  of  the  Partners.  Except as otherwise expressly provided in this
Agreement, the Consent of holders of a majority of the Percentage Interests
shall control.

     B.   Any action  required or permitted to be taken at a meeting of the
Partners may be taken without  a meeting if a written consent setting forth
the action so taken is signed by  75%  of  the  Percentage Interests of the
Partners (or such other percentage [or by each Partner  required to consent
to an amendment] as is expressly required by this Agreement).  Such consent
shall  be  filed  with  the General Partner.  An action so taken  shall  be
deemed to have been taken  at  a  meeting  held  on  the  effective date so
certified.

     C.   Each Limited Partner may authorize any Person or  Persons  to act
for  him by proxy on all matters in which a Limited Partner is entitled  to
participate,  including  waiving  notice  of  any  meeting,  or  voting  or
participating  at  a  meeting.   Every  proxy must be signed by the Limited
Partner  or  his  attorney-in-fact.  No proxy  shall  be  valid  after  the
expiration of eleven  (11)  months  from  the date thereof unless otherwise
provided in the proxy.  Every proxy shall be  revocable  at the pleasure of
the Limited Partner executing it, such revocation to be effective  upon the
Partnership's  receipt  of  or  written  notice of such revocation from the
Limited Partner executing such proxy.

     D.   Each meeting of the Partners shall  be  conducted  by the General
Partner or such other Person as the General Partner may appoint pursuant to
such  rules for the conduct of the meeting as the General Partner  or  such
other Person  deems  appropriate.  Without limitation, meetings of Partners
may be conducted in the  same  manner  as  meetings  of the shareholders of
Merry Land and may be held at the same time, and as part  of,  meetings  of
the shareholders of Merry Land.

                            ARTICLE 13
                        GENERAL PROVISIONS

     SECTION  13.1.  ADDRESSES  AND NOTICE.  Any notice, demand, request or
report required or permitted to be  given  or made to a Partner or Assignee
under this Agreement shall be in writing and  shall be deemed given or made
when delivered in person or when sent by first  class United States mail or
by other means of written communication to the Partner  or  Assignee at the
address set forth in EXHIBIT A or such other address of which  the  Partner
shall notify the General Partner in writing.

     SECTION  13.2.  FURTHER ACTION.  The parties shall execute and deliver
all documents, provide  all  information  and  take  or refrain from taking
action as may be necessary or appropriate to achieve the  purposes  of this
Agreement.

     SECTION  13.3.  BINDING  EFFECT.  This Agreement shall be binding upon
and inure to the benefit of the  parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted assigns.

     SECTION 13.4. WAIVER.  No failure  by  any  party  to  insist upon the
strict  performance of any covenant, duty, agreement or condition  of  this
Agreement  or  to  exercise  any  right  or remedy consequent upon a breach
thereof shall constitute waiver of any such  breach  or any other covenant,
duty, agreement or condition.

     SECTION  13.5.  COUNTERPARTS.   This  Agreement  may  be  executed  in
counterparts, all of which together shall constitute one agreement  binding
on  all  the parties hereto, notwithstanding that all such parties are  not
signatories  to  the  original  or  the same counterpart.  Each party shall
become  bound by this Agreement immediately  upon  affixing  its  signature
hereto.

     SECTION  13.6.  APPLICABLE LAW.  This Agreement shall be construed and
enforced in accordance  with  and  governed  by  the  laws  of the State of
Georgia, without regard to the principles of conflicts of law.

     SECTION  13.7.  INVALIDITY  OF PROVISIONS.  If any provision  of  this
Agreement is or becomes invalid, illegal  or  unenforceable in any respect,
the  validity,  legality  and  enforceability of the  remaining  provisions
contained herein shall not be affected thereby.

     SECTION 13.8. ENTIRE AGREEMENT.   This  Agreement  contains the entire
understanding and agreement among the Partners with respect  to the subject
matter hereof and supersedes any other prior written or oral understandings
or agreements among them with respect thereto.

     SECTION 13.9. GUARANTY BY MERRY LAND.  Merry Land unconditionally  and
irrevocably  guarantees  to  the  Limited  Partners  the performance by the
General Partner of the General Partner's obligations under  this Agreement.
This guarantee is exclusively for the benefit of the Limited  Partners  and
shall not extend to the benefit of any creditor of the Partnership.

     SECTION 13.10. DEFINED  TERMS.  The definitions of the terms contained
in the Glossary attached hereto shall apply for purposes of this Agreement.


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

GENERAL PARTNER:

MERRY LAND APARTMENT COMMUNITIES, INC.

By:  ___________________________
     As Its _____________ President

Attest:  _______________________
     As Its _____________


LIMITED PARTNERS:

ML APARTMENTS LIMITED

By:  ____________________________
     As Its _____________ President

Attest: _________________________
     As Its _____________


GUARANTOR:

MERRY LAND & INVESTMENT COMPANY, INC.

By:  ____________________________
     As Its _____________ President

Attest: _________________________
     As Its _____________





<PAGE>
                             GLOSSARY

     The following definitions  shall be for all purposes, unless otherwise
clearly indicated to the contrary,  applied  to  the  terms  used  in  this
Agreement.

"ACT"  means the Georgia Revised Uniform Limited Partnership Act, as it may
be amended from time to time, and any successor to such statute.   (PAGE 1)

"ADDITIONAL  LIMITED PARTNER" means a Person admitted to the Partnership as
a Limited Partner  pursuant  to Section 2.2 hereof and who is shown as such
on the books and records of the Partnership.                      (PAGE 15)

"ADJUSTED CAPITAL ACCOUNT" means  the  Capital  Account maintained for each
Partner as of the end of each Partnership taxable year (i) increased by any
amounts  which  such  Partner  is  obligated  to restore  pursuant  to  any
provision  of  this  Agreement  or  is deemed to be  obligated  to  restore
pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1)
and 1.704-2(i)(5) and (ii) decreased  by the items described in Regulations
Sections  1.704-1(b)(2)(ii)(d)(4),  1.704-l(b)(2)(ii)(d)(5),   and   1.704-
l(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account  is
intended  to  comply  with  the  provisions  of  Regulations Section 1.704-
l(b)(2)(ii)(d) and shall be interpreted consistently therewith. (EXHIBIT C)

"ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect  to any Partner, the
deficit balance, if any, in such Partner's Adjusted Capital  Account  as of
the end of the relevant Partnership taxable year.                  (PAGE 4)

"ADJUSTED PROPERTY" means any property the Carrying Value of which has been
adjusted pursuant to EXHIBIT B hereof.                          (EXHIBIT C)

"AFFILIATE"  means, with respect to any Person, (i) any Person directly  or
indirectly controlling,  controlled  by  or  under common control with such
Person, (ii) any Person owning or controlling  ten percent (10%) or more of
the outstanding voting interests of such Person,  (iii) any Person of which
such  Person  owns  or  controls ten percent (10%) or more  of  the  voting
interests, or (iv) any officer,  director,  general  partner  or trustee of
such  Person or of any Person referred to in clauses (i), (ii),  and  (iii)
above.                                                             (PAGE 7)

"AGREED VALUE" means (i) in the case of any Contributed Property, as of the
time of  its  contribution  to  the  Partnership,  the 704(c) Value of such
property, reduced by any liabilities either assumed by the Partnership upon
such  contribution or to which such property is subject  when  contributed,
and (ii)  in  the  case  of  any  property  distributed to a Partner by the
Partnership, the Partnership's Carrying Value  of such property at the time
such property is distributed, reduced by any indebtedness either assumed by
such Partner upon such distribution or to which such property is subject at
the time of distribution as determined under Section  752  of  the Code and
the Regulations thereunder.                                     (EXHIBIT B)

"AGREEMENT"   means   this   Amended  and  Restated  Agreement  of  Limited
Partnership, as it may be amended,  supplemented  or  restated from time to
time.                                                              (PAGE 1)

"ARTICLES  OF INCORPORATION" means the Articles of Incorporation  of  Merry
Land & Investment  Company,  Inc. filed in the State of Georgia, as amended
or restated from time to time.                                    (PAGE 11)

"ASSIGNEE" means a Person to whom  one  or more Partnership Units have been
transferred in a manner permitted under this  Agreement,  but  who  has not
become a Substituted Limited Partner.                              (PAGE 3)

"BOOK-TAX  DISPARITIES"  means,  with  respect  to  any item of Contributed
Property  or  Adjusted Property, as of the date of any  determination,  the
difference between  the  Carrying  Value  of  such  Contributed Property or
Adjusted  Property and the adjusted basis thereof for  federal  income  tax
purposes as  of  such date. A Partner's share of the Partnership's Book-Tax
Disparities in all  of  its Contributed Property and Adjusted Property will
be  reflected by the difference  between  such  Partner's  Capital  Account
balance  as  maintained  pursuant  to  EXHIBIT  B  and  the balance of such
Partner's Capital Account computed as if it had been maintained strictly in
accordance with federal income tax accounting principles.       (EXHIBIT C)

"BUSINESS DAY" means any day except a Saturday or Sunday  or  other  day on
which  commercial  banks  in  Augusta,  Georgia  or  New York, New York are
authorized or required by law to close.                           (PAGE 11)

"CAPITAL  ACCOUNT"  means  the  Capital Account maintained  for  a  Partner
pursuant to EXHIBIT B hereof.                                      (PAGE 3)

"CAPITAL CONTRIBUTION" means, with  respect  to any Partner, any cash, cash
equivalents or the Agreed Value of Contributed  Property which such Partner
contributes  or  is  deemed  to contribute to the Partnership  pursuant  to
Article 2.                                                         (PAGE 2)

"CARRYING  VALUE" means (i) with  respect  to  a  Contributed  Property  or
Adjusted Property,  the  704(c)  Value  of  such property, reduced (but not
below zero) by all Depreciation with respect  to  such  Property charged to
the Partners' Capital Accounts following the contribution  of or adjustment
with  respect  to  such  Property,  and  (ii)  with  respect  to any  other
Partnership  property,  the  adjusted  basis  of  such property for federal
income  tax  purposes,  all as of the time of determination.  The  Carrying
Value of any property shall  be  adjusted  from  time to time in accordance
with  EXHIBIT  B  hereof,  and  to  reflect  changes,  additions  or  other
adjustments  to  the  Carrying  Value  for dispositions and acquisition  of
Partnership  properties,  as deemed appropriate  by  the  General  Partner.
                                                                (EXHIBIT B)

"CASH AMOUNT" means an amount  of  cash  per  Partnership Unit equal to the
Value on the Valuation Date of the REIT Shares Amount.            (PAGE 10)

"CERTIFICATE" means the Certificate of Limited  Partnership relating to the
Partnership  filed  in  the office of the Georgia Secretary  of  State,  as
amended from time to time  in accordance with the terms hereof and the Act.
                                                                   (PAGE 1)

"CODE" means the Internal Revenue  Code  of  1986, as amended and in effect
from time to time, as interpreted by the applicable regulations thereunder.
Any reference herein to a specific section or sections of the Code shall be
deemed to include a reference to any corresponding provision of future law.
                                                                   (PAGE 2)

"CONSENT" means the consent or approval of a proposed  action  by a Partner
given in accordance with Section 12.2 hereof.                      (PAGE 7)

"CONTRIBUTED PROPERTY" means each property, or other asset, in such form as
may  be  permitted  by  the Act, but excluding cash, contributed or  deemed
contributed to the Partnership.  Once  the  Carrying Value of a Contributed
Property is adjusted pursuant to EXHIBIT B hereof,  such  property shall no
longer constitute a Contributed Property for purposes of EXHIBIT  B hereof,
but shall be deemed an Adjusted Property for such purposes.     (EXHIBIT C)

"CONVERSION  FACTOR" means 1.0, PROVIDED THAT in the event that Merry  Land
(i) declares or  pays  a  dividend  on  its outstanding REIT Shares in REIT
Shares  or  makes a distribution to all holders  of  its  outstanding  REIT
Shares in REIT  Shares;  (ii)  subdivides  its  outstanding REIT Shares; or
(iii) combines its outstanding REIT Shares into a  smaller  number  of REIT
Shares,  the  Conversion  Factor  shall  be  adjusted  by  multiplying  the
Conversion Factor by a fraction, the numerator of which shall be the number
of REIT Shares issued and outstanding on the record date for such dividend,
distribution,  subdivision  or  combination  assuming for such purpose that
such dividend, distribution, subdivision or combination  has occurred as of
such time, and the denominator of which shall be the actual  number of REIT
Shares (determined without the above assumption) issued and outstanding  on
the   record   date   for   such  dividend,  distribution,  subdivision  or
combination. Any adjustment to the Conversion Factor shall become effective
immediately after the effective  date  of  such  event  retroactive  to the
record date, if any, for such event.                              (PAGE 10)

"DEPRECIATION"  means, for each taxable year an amount equal to the federal
income tax depreciation,  amortization,  or  other  cost recovery deduction
allowable  with  respect  to  an asset for such year, except  that  if  the
Carrying Value of an asset differs  from  its  adjusted  basis  for federal
income  tax  purposes  at  the  beginning  of  such  year  or other period,
Depreciation  shall  be  an  amount  which  bears  the  same ratio to  such
beginning   Carrying   Value   as  the  federal  income  tax  depreciation,
amortization, or other cost recovery  deduction for such year bears to such
beginning adjusted tax basis; PROVIDED  HOWEVER, that if the federal income
tax depreciation, amortization or other cost  recovery  deduction  for such
year  is  zero,  Depreciation  shall  be  determined with reference to such
beginning  Carrying  Value  using any reasonable  method  selected  by  the
General Partner.                                                (EXHIBIT B)

"GENERAL PARTNER" means Merry  Land  Apartment  Communities,  Inc.,  in its
capacity  as  the  general  partner of the Partnership or its successors as
general partner of the Partnership.                                (PAGE 1)

"GENERAL PARTNER INTEREST" means a Partnership Interest held by the General
Partner that is a general partnership  interest. A General Partner Interest
may be expressed as a number of Partnership Units.                 (PAGE 2)

"IRS" means the Internal Revenue Service,  which  administers  the internal
revenue laws of the United States.                                (PAGE 12)

"INDEMNITEE" means (i) any Person made a party to a proceeding by reason of
(A)  his  status  as the a Partner, or the sole shareholder of the  General
Partner (I.E., Merry  Land)  or  a  director,   officer  or employee of any
Partner, the Partnership, the General Partner or Merry Land,  or (B) his or
its  liabilities,  pursuant  to  a  loan  guarantee  or otherwise, for  any
indebtedness  of  the  Partnership  or  any  Subsidiary of the  Partnership
(including, without limitation, any indebtedness  which  the Partnership or
any Subsidiary of the Partnership has assumed or taken assets  subject to),
and (ii) such other Persons (including Affiliates of the General Partner or
the  Partnership)  as the General Partner may designate from time  to  time
(whether before or after  the event giving rise to potential liability), in
its sole and absolute discretion.                                  (PAGE 7)

"LIMITED PARTNER" means ML Apartments Limited and any other Person named as
a Limited Partner in EXHIBIT  A  attached  hereto,  as  such Exhibit may be
amended from time to time, or any Substituted Limited Partner or Additional
Limited  Partner,  in  such Person's capacity as a Limited Partner  in  the
Partnership.                                                       (PAGE 1)

"LIMITED PARTNER INTEREST"  means  a  Partnership  Interest  of  a  Limited
Partner   in   the  Partnership  representing  a  fractional  part  of  the
Partnership Interests  of all Partners and includes any and all benefits to
which the holder of such a Partnership Interest may be entitled as provided
in this Agreement, together  with  all obligations of such Person to comply
with the terms and provisions of this Agreement. A Limited Partner Interest
may be expressed as a number of Partnership Units.                 (PAGE 2)

"LIQUIDATING EVENT" has the meaning set forth in Section 11.1.    (PAGE 15)

"LIQUIDATOR" has the meaning set forth in Section 11.2.           (PAGE 16)

"MERRY  LAND"  means  Merry  Land & Investment  Company,  Inc.,  a  Georgia
corporation.                                                       (PAGE 1)

"NET INCOME" means, for any taxable  period,  the  excess,  if  any, of the
Partnership's  items  of  income and gain for such taxable period over  the
Partnership's items of loss  and  deduction  for  such  taxable period. The
items  included  in  the calculation of Net Income shall be  determined  in
accordance with federal  income  tax  accounting  principles subject to the
specific adjustments provided for in EXHIBIT B.                    (PAGE 3)

"NET  LOSS"  means,  for any taxable period, the excess,  if  any,  of  the
Partnership's items of  loss and deduction for such taxable period over the
Partnership's items of income  and  gain for such taxable period. The items
included in the calculation of Net Loss  shall  be determined in accordance
with  federal  income tax accounting principles, subject  to  the  specific
adjustments provided for in EXHIBIT B.                             (PAGE 3)

"NONRECOURSE  BUILT-IN   GAIN"  means,  with  respect  to  any  Contributed
Properties  or Adjusted Properties  that  are  subject  to  a  mortgage  or
negative pledge securing a Nonrecourse Liability, the amount of any taxable
gain that would  be  allocated  to  the Partners pursuant to Section 2.B of
EXHIBIT C if such properties were disposed  of  in a taxable transaction in
full satisfaction of such liabilities and for no other consideration. 
                                                                   (PAGE 4)

"NONRECOURSE DEDUCTIONS" has the meaning set forth  in  Regulations Section
1.704-2(b)(l), and the amount of Nonrecourse Deductions for  a  Partnership
taxable   year  shall  be  determined  in  accordance  with  the  rules  of
Regulations Section 1.704-2(c).                                 (EXHIBIT C)

"NONRECOURSE  LIABILITY"  has  the meaning set forth in Regulations Section
1.752-l(a)(2).                                                     (PAGE 4)

"NOTICE OF REDEMPTION" means the  Notice of Redemption substantially in the
form of EXHIBIT E to this Agreement.                              (PAGE 10)

"PARTNER" means a General Partner or  a  Limited  Partner,  and  "PARTNERS"
means the General Partner and the Limited Partners collectively.   (PAGE 1)

"PARTNER  MINIMUM  GAIN"  means  an  amount,  with  respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain  that  would result
if  such  Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined  in  accordance with Regulations Section 1.704-2(b)(3). 
                                                                (EXHIBIT C)

"PARTNER NONRECOURSE DEBT" has the meaning set forth in Regulations Section
1.704-2(b)(4).                                                  (EXHIBIT C)

"PARTNER NONRECOURSE  DEDUCTIONS"  has the meaning set forth in Regulations
Section 1.704-2(i)(2), and the amount  of  Partner  Nonrecourse  Deductions
with  respect to a Partner Nonrecourse Debt for a Partnership taxable  year
shall be  determined  in  accordance  with the rules of Regulations Section
1.704-2(i)(2).                                                  (EXHIBIT C)

"PARTNERSHIP" means the limited partnership  formed under this Agreement in
accordance with the Act, as amended and any successor thereto.     (PAGE 1)

"PARTNERSHIP  INTEREST"  means  an ownership interest  in  the  Partnership
representing a Capital Contribution  by  either  a  Limited  Partner or the
General  Partner and includes any and all benefits to which the  holder  of
such a Partnership  interest may be entitled as provided in this Agreement,
together with all obligations  of  such Person to comply with the terms and
provisions of this Agreement. A Partnership  Interest may be expressed as a
number of Partnership Units.                                       (PAGE 2)

"PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Regulations Section
1.704-2(b)(2), and the amount of Partnership Minimum  Gain,  as well as any
net  increase or decrease in a Partnership Minimum Gain, for a  Partnership
taxable   year  shall  be  determined  in  accordance  with  the  rules  of
Regulations Section 1.704-2(d).                                    (PAGE 4)

"PARTNERSHIP  RECORD DATE" means the record date established by the General
Partner for a distribution  pursuant  to  Section  3.1 hereof, which record
date for Preferred Return Partnership Units shall be the same as the record
date  established  by  Merry  Land for a distribution to  holders  of  REIT
Shares.                                                            (PAGE 2)

"PARTNERSHIP UNIT" means a fractional,  undivided  share of the Partnership
Interests of all Partners issued pursuant to Sections 2.1, 2.2 and 2.3. The
number of Partnership Units outstanding and the Percentage  Interest in the
Partnership represented by such Units are set forth in EXHIBIT  A  attached
hereto, as such Exhibit may be amended from time to time. The ownership  of
Partnership  Units shall be evidenced by such form of certificate for units
as the General  Partner adopts from time to time unless the General Partner
determines that the  Partnership  Units shall be uncertificated securities.
                                                                   (PAGE 2)

"PARTNERSHIP YEAR" means the fiscal year of the Partnership, which shall be
the calendar year.                                                (PAGE 12)

"PERCENTAGE  INTEREST"  means,  as  to  a  Partner,  its  interest  in  the
Partnership as determined by dividing  the  Partnership Units owned by such
Partner by the total number of Partnership Units  then  outstanding  and as
specified in EXHIBIT A attached hereto, as such Exhibit may be amended from
time to time.                                                      (PAGE 2)

"PERSON"   means  an  individual  or  a  corporation,  partnership,  trust,
unincorporated organization, association or other entity.          (PAGE 2)

"PREFERRED RETURN"  means, with respect to any Partnership Unit outstanding
on  a Partnership Record  Date  and  entitled  to  a  Preferred  Return,  a
cumulative  amount  on each Partnership Record Date equal to the product of
(i) the cash dividend  per REIT Share declared by Merry Land for holders of
REIT  Shares  on that Partnership  Record  Date,  multiplied  by  (ii)  the
Conversion Factor  in  effect  on  that  Partnership  Record  Date,  unless
otherwise  designated  by  the  General  Partner upon the admission of such
additional Limited Partner.  The Limited Partners  entitled  to a Preferred
Return shall share, pari  passu, in distributions and income allocations in
accordance  with  their  respective Percentage Interests, unless  otherwise
designated by the General  Partner  upon admission of an additional Limited
Partner.  The Preferred Return need not  be the same amount with respect to
each  Partnership  Unit  and,  being  determined   with   regard   to   the
Partnership's  income,  shall  not  constitute a "guaranteed payment" under
Code Section 707(c).                                               (PAGE 3)

"RECAPTURE INCOME" means any gain recognized  by  the  Partnership upon the
disposition  of  any property or asset of the Partnership,  which  gain  is
recognized under Code  Sections  1245  or  1250  because  it represents the
recapture of deductions previously taken with respect to such  property  or
asset.                                                             (PAGE 4)

"REDEEMING  PARTNER" has the meaning set forth in Section 6.6 hereof. 
                                                                  (PAGE 10)

"REDEMPTION RIGHT"  shall have the meaning set forth in Section 6.6 hereof.
                                                                  (PAGE 10)

"REGULATIONS" means the Treasury Regulations promulgated under the Code, as
such regulations may  be amended from time to time (including corresponding
provisions of succeeding regulations).                             (PAGE 4)

"REIT" means a real estate  investment trust under Section 856 of the Code.
                                                                   (PAGE 1)

"REIT SHARE" shall mean a share of common stock of Merry Land.     (PAGE 3)

"REIT SHARES AMOUNT" shall mean a number of REIT Shares equal to the number
of  Partnership  Units offered  for  redemption  by  a  Redeeming  Partner,
multiplied by the  Conversion Factor, PROVIDED THAT in the event Merry Land
issues  to  all  holders  of  REIT  Shares  rights,  options,  warrants  or
convertible  or  exchangeable   securities  entitling  the  shareholder  to
subscribe for or purchase REIT Shares,  or any other securities or property
(collectively the "rights"), then the REIT Shares Amount shall also include
such rights that a holder of that number  of  REIT Shares would be entitled
to  receive.   PROVIDED,  FURTHER,  that the REIT Shares  Amount  shall  be
increased to the extent the distributions  with  respect  to  a Partnership
Unit  are  less  than  the  Preferred  Return for such Partnership Unit  by
dividing such shortfall by the Value of a REIT Share.             (PAGE 11)

"RESIDUAL GAIN" or "RESIDUAL LOSS" means  any  item of gain or loss, as the
case may be, of the Partnership recognized for federal  income tax purposes
resulting  from  a  sale,  exchange  or  other  disposition  of Contributed
Property or Adjusted Property, to the extent such item of gain  or  loss is
not  allocated  pursuant  to  Section  2.B.1(a) or 2.B.2(a) of EXHIBIT C to
eliminate Book-Tax Disparities.                                 (EXHIBIT C)

"704(C) VALUE" of any Contributed Property means the value of such property
as set forth in EXHIBIT D, or if no value  is  set  forth in EXHIBIT D, the
fair market value of such property or other consideration  at  the  time of
contribution  as  determined  by  the General Partner using such reasonable
method of valuation as it may adopt;  PROVIDED,  HOWEVER,  that  the 704(c)
Value  of  any  property  deemed contributed to the Partnership for federal
income tax purposes upon termination and reconstitution thereof pursuant to
Section 708 of the Code shall  be  determined  in accordance with EXHIBIT B
hereof. Subject to EXHIBIT B hereof, the General Partner shall, in its sole
and  absolute  discretion,  use  such  method  as it deems  reasonable  and
appropriate to allocate the aggregate of the 704(c)  Values  of Contributed
Properties  in  a  single  or  integrated  transaction  among  the separate
properties on a basis proportional to their respective fair market values.
                                                                (EXHIBIT C)

"SPECIFIED  REDEMPTION  DATE"  means  the  tenth (10TH) Business Day  after
receipt by the General Partner of a Notice of  Redemption; PROVIDED THAT no
Redemption Right shall be exercisable before one  (1) year from the date of
this  Agreement  except  as  may  be permitted in Section  6.6.A  upon  the
occurrence of a Liquidating Event.                                (PAGE 10)

"SUBSIDIARY"  means,  with  respect  to   any   Person,   any  corporation,
partnership or other entity of which a majority of (i) the  voting power of
the  voting  equity securities or (ii) the outstanding equity interests  is
owned, directly or indirectly, by such Person.                    (PAGE 13)

"SUBSTITUTED LIMITED  PARTNER"  means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 9.4.               (PAGE 13)

"TERMINATING CAPITAL TRANSACTION"  means  any  sale or other disposition of
all  or  substantially all of the assets of the Partnership  or  a  related
series of  transactions  that,  taken together, result in the sale or other
disposition of all or substantially  all  of the assets of the Partnership.
                                                                   (PAGE 3)

"UNREALIZED GAIN" attributable to any item of Partnership property means as
of any date of determination, the excess, if  any,  of  (i) the fair market
value of such property (as determined under EXHIBIT B hereof)  as  of  such
date,  over  (ii)  the  Carrying  Value  of  such  property  (prior  to any
adjustment  to  be  made  pursuant  to  EXHIBIT  B hereof) as of such date.
                                                                (EXHIBIT B)

"UNREALIZED LOSS" attributable to any item of Partnership  property  means,
as  of  any  date of determination, the excess, if any, of (i) the Carrying
Value of such  property  (prior  to  any  adjustment to be made pursuant to
EXHIBIT B hereof) as of such date, over (ii)  the fair market value of such
property (as determined under EXHIBIT B hereof)  as  of such date. 
                                                                (EXHIBIT B)

"VALUATION  DATE"  means the date of receipt by the General  Partner  of  a
Notice of Redemption  or,  if  such  date  is not a Business Day, the first
Business Day thereafter.                                          (PAGE 24)

"VALUE"  means, with respect to a REIT Share,  the  average  of  the  daily
market  price  for  the  ten  (10)  consecutive  trading  days  immediately
preceding  the  Valuation Date.  The market price for each such trading day
shall be: (i) if  the  REIT Shares are listed or admitted to trading on any
securities  exchange or the  NASDAQ-National  Market  System,  the  closing
price, regular  way,  on  such  day, or if no such sale takes place on such
day, the average of the closing bid  and  asked prices on such day; (ii) if
the REIT Shares are not listed or admitted  to  trading  on  any securities
exchange or the NASDAQ-National Market System, the last reported sale price
on  such  day  or, if no sale takes place on such day, the average  of  the
closing bid and  asked  prices  on  such  day,  as  reported  by a reliable
quotation  source designated by the General Partner; or (iii) if  the  REIT
Shares are not  listed or admitted to trading on any securities exchange or
the NASDAQ-National  Market  System and no such last reported sale price or
closing bid and asked prices are  available,  the  average  of the reported
high  bid  and  low  asked  prices  on  such day, as reported by a reliable
quotation source designated by the General Partner, or if there shall be no
bid and asked prices on such day, the average of the high bid and low asked
prices, as so reported, on the most recent day (not more than ten (10) days
prior to the date in question) for which  prices  have  been  so  reported;
PROVIDED THAT if there are no bid and asked prices reported during  the ten
(10) days prior to the date in question, the Value of the REIT Shares shall
be  determined by the General Partner acting in good faith on the basis  of
such  quotations  and  other information as it considers, in its reasonable
judgment, appropriate.  In the event the REIT Shares Amount includes rights
that a holder of REIT Shares  would  be entitled to receive, then the Value
of such rights shall be determined by  the  General  Partner acting in good
faith  on  the  basis  of  such  quotations  and  other information  as  it
considers, in its reasonable judgment, appropriate.             (EXHIBIT B)