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

                                  FORM 10Q
                                ___________
 

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

                         For the fiscal quarter ended

                              SEPTEMBER 30, 1997
                      Commission file number: 001-11081





                    MERRY LAND & INVESTMENT COMPANY, INC.
                               P.O. Box 1417
                           Augusta, Georgia  30903
                               706 722-6756
                                ___________





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


Indicate  by  check mark whether the registrant (1) has filed all reports
required to be  filed  by  Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding  twelve months, and (2) has been subject
to such filing requirements for the  past  ninety  days:   Yes     X    .
No____.


The number of shares of common stock outstanding as of September 30, 1997
was 38,820,915.


<PAGE>

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


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Balance Sheets - September 30, 1997 and December 31, 1996

        Statements of Income - Three months ended September 30, 1997 and
        1996, and nine months ended September 30, 1997 and 1996.
        Statements of Cash Flows - Nine months ended September 30, 1997
        and 1996

        Notes to Consolidated Financial Statements

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

Results of Operations




PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K



SIGNATURES

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

                  Merry Land & Investment Company, Inc.
                       CONSOLIDATED BALANCE SHEETS
                             (In thousands)
                               (Unaudited)
<TABLE>
<CAPTION>
                                                                                    September 30,             December 31,
PROPERTIES AT COST                                                                           1997                     1996
                                                                                             ----                     ----
<S>                                                                                    <C>                      <C> 
     Apartments                                                                        $1,447,660               $1,175,427
     Apartments under development                                                          51,226                   56,110
     Commercial rental property                                                             5,572                    6,874
     Land held for investment or future development                                         4,090                    4,090
     Operating equipment                                                                    3,565                    1,817
                                                                                        ---------                ---------          
                                                                                        1,512,113                1,244,318
     Less accumulated depreciation and depletion                                        (130,239)                (102,277)
                                                                                        ---------                ---------      
                                                                                        1,381,874                1,142,041
CASH AND SECURITIES
     Cash and cash equivalents                                                                660                   32,793
     Marketable securities                                                                  2,335                   23,799
                                                                                        ---------                ---------        
                                                                                            2,995                   56,592
OTHER ASSETS
     Notes receivable                                                                         686                      726
     Other receivable                                                                          24                    2,449
     Deferred loan costs                                                                    4,382                    3,497
     Other                                                                                  3,475                    2,941
                                                                                        ---------                ---------       
                                                                                            8,567                    9,613
                                                                                        ---------                ---------
TOTAL ASSETS                                                                           $1,393,436               $1,208,246
                                                                                        ---------                ---------  
NOTES PAYABLE
     Mortgage loans                                                                    $   51,632               $   27,546
     Senior notes                                                                         410,000                  360,000
     Note payable-credit line                                                              88,550                        -
                                                                                        ---------                ---------         
                                                                                          550,182                  387,546
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
     Accrued interest                                                                       7,285                    4,016
     Resident security deposits                                                             1,763                    1,669
     Accrued property taxes                                                                17,463                    7,642
     Accrued employee compensation                                                          2,162                    2,284
     Other                                                                                 16,317                    6,317
                                                                                        ---------                ---------   
                                                                                           44,990                   21,928
STOCKHOLDERS' EQUITY
     Preferred stock, at $25 and $50 liquidation preference, 20,000
     shares authorized:
          227 and 359 shares, $1.75 Series A Cumulative Convertible                         5,663                    8,970
          4,000 shares, $2.205 Series B Cumulative Convertible                            100,000                  100,000
          4,599 and 4,600 shares, $2.15 Series C Cumulative Convertible                   114,985                  114,995
          1,000 shares, $4.145 Series D Cumulative Redeemable Preferred                    50,000                   50,000
     Common stock, at $1 stated value, 100,000 shares authorized
          38,821 and 37,784 shares issued                                                  38,821                   37,784
     Capital surplus                                                                      518,788                  498,907
     Cumulative undistributed net earnings                                                (8,152)                    2,064
     Notes receivable from stockholders and ESOP                                         (22,368)                 (17,502)
     Unrealized gain on securities                                                            527                    3,554
                                                                                        ---------                ---------
                                                                                          798,264                  798,772
                                                                                        ---------                ---------         
LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $1,393,436               $1,208,246
                                                                                       ----------               ----------  
</TABLE>

       The accompanying notes are an integral part of these statements.
<PAGE>
Form 10-Q - Part I. Financial Information
Item 1-   Financial Statements

                  Merry Land & Investment Company, Inc.
                    CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except per share data)
                               (Unaudited)

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED SEPT. 30,          NINE MONTHS ENDED SEPT. 30,
                                                  ----------------------------          ---------------------------        
                                                       1997               1996               1997              1996
                                                       ----               ----               ----              ----
<S>                                                 <C>                <C>               <C>               <C>
Rental income                                       $53,742            $44,816           $150,616          $129,869
Mineral royalties                                       441                 99                995               272
Mortgage interest                                        17                 13                 63                52
Other interest                                          154                673              1,595             1,678
Dividends                                                81                316                682             2,246
Other income                                             15              2,472              5,066             5,106
                                                    -------            -------           --------          --------      
                                                     54,450             48,389            159,017           139,223
Rental expense                                       15,110             12,828             40,339            36,067
Interest                                              6,461              5,643             17,433            17,074
Depreciation - real estate                           10,560              8,598             29,523            24,863
Depreciation - other                                    111                 65                279               195
Amortization - financing costs                          219                142                504               427
Taxes and insurance                                   5,682              4,562             17,060            13,809
General and administrative expense                      946                921              3,327             2,190
                                                    -------            -------           --------          --------    
                                                     39,089             32,759            108,465            94,625

Income before net realized gains                     15,363             15,630             50,553            44,598
Net realized gains                                      680                524              1,535             2,239
                                                    -------            -------           --------          --------
NET INCOME                                           16,043             16,154             52,088            46,836
Dividends to preferred shareholders                   5,812              4,848             17,462            14,766
NET INCOME AVAILABLE                                -------            -------           --------          --------
     FOR COMMON SHARES                              $10,231            $11,306            $34,626           $32,070
                                                    -------            -------           --------          --------
Weighted     average    common    shares
outstanding
     - primary                                       38,618             37,352             38,320            35,303
     - fully diluted                                 48,907             47,852             48,625            46,029
NET INCOME PER COMMON SHARE                            $.27               $.30              $0.90             $0.91
                                                       ----               ----              -----             -----
Cash Dividends Declared Per Common Share               $.39               $.37              $1.17             $1.11
                                                       ----               ----              -----             -----
</TABLE>

       The accompanying notes are an integral part of these statements.
<PAGE>
Form 10-Q - Part I. Financial Information
Item 1-   Financial Statements

                  Merry Land & Investment Company, Inc.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (In thousands)
                               (Unaudited)

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED SEPT. 30,
                                                                ---------------------------
                                                                  1997                 1996
                                                                  ----                 ----
<S>                                                           <C>                  <C>
OPERATING ACTIVITIES:
     Rents and royalties received                             $151,837             $130,141
     Interest received                                           1,881                1,954
     Dividends received                                            682                2,988
     Rental expense                                           (39,772)             (36,846)
     General and administrative expense                        (3,497)              (1,894)
     Interest expense                                         (14,164)             (15,065)
     Property taxes and insurance expense                      (8,707)              (5,955)
     Other                                                         810                (830)
                                                              --------             --------
     Net cash provided by operating activities                  89,070               74,493
INVESTING ACTIVITIES:
     Principal received on notes receivable                         36                   78
     Sale of securities                                         26,949               25,522
     Purchase of securities                                          -              (5,408)
     Sale of real property                                      20,974                  109
     Purchase of real property                               (231,725)             (98,991)
     Development of real property                             (45,660)             (38,421)
     Recurring capital expenditures                            (5,552)              (3,992)
     Improvements to existing properties                       (5,319)              (6,078)
     Other                                                       6,027              (1,966)
                                                              --------             --------
     Net cash (used) by operating activities                 (234,270)            (129,147)
FINANCING ACTIVITIES:
     Senior unsecured notes                                     50,000                    -
     Net borrowings (repayments) - bank debt                    88,550                    -
     Net borrowings (repayments) - mortgage loans               24,086               22,332
     Repurchase agreements                                           -                    -
     Cash dividends paid - common                             (44,842)             (39,977)
     Cash dividends paid - preferred                          (17,462)             (14,766)
     Common stock retired                                            -                (675)
     Sale of common stock - reinvested dividends                 8,285                6,434
     Sale of common stock - stock purchase plan                  3,455                3,468
     Sale of common stock - employees                            1,133                1,168
     Sale of common stock - public offering                          -               56,094
     Sale of preferred stock - public offering                   (138)                 (25)
                                                               -------             --------
     Net cash provided (used) by financing                     113,067               34,053
     activities
                                                               _______              _______
NET INCREASE (DECREASE) IN CASH                               (32,133)             (20,601)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                32,793               43,834
                                                               -------              -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $    660            $  23,233
                                                               -------             --------
</TABLE>

    The accompanying notes are an integral part of these statements.
<PAGE>
Form 10-Q - Part I. Financial Information
Item 1-   Financial Statements

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

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED SEPT. 30,
                                                                ---------------------------
                                                                  1997                 1996
                                                                  ----                 ----
<S>                                                          <C>                  <C>
Net income                                                   $  52,088            $  46,836
Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization                              30,306               25,485
     (Increase) decrease in interest and accounts                  289                  993
     receivable
     (Increase) decrease in other assets                       (1,731)              (1,751)
     Increase (decrease) in accounts payable and                 6,584                5,168
     accrued interest
     Gain on the sale of marketable securities                     596              (2,181)
     Gain on the sale of real property                             938                 (57)
                                                              --------              -------        
     Net cash provided by operating activities               $  89,070            $  74,493
                                                             ---------            ---------       
</TABLE>

    The accompanying notes are an integral part of these
                         statements.

<PAGE>
       Merry Land & Investment Company, Inc.
           NOTES TO FINANCIAL STATEMENTS
                SEPTEMBER 30, 1997
                    (Unaudited)

1. Nature of Business

    Merry Land & Investment Company, Inc. is a real
estate investment trust (REIT), which owns and
operates upscale apartment communities in nine
Southern states including Alabama, Florida,
Georgia, Maryland, North Carolina, South Carolina,
Tennessee, Texas, and Virginia.  As a qualified
REIT the Company pays no corporate income taxes on
earnings distributed to stockholders.
    The consolidated financial statements for the
nine month periods ended September 30, 1997 and
September 30, 1996 reflect all adjustments
(consisting of normal recurring adjustments) which
are, in the opinion of management, necessary for a
fair presentation of the financial position and
operating results for the interim period.
    In March, 1997, the Financial Accounting
Standards Board released Statement of Financial
Accounting Standard No. 128, Earnings Per Share.
SFAS No. 128 significantly changes reported
earnings per share for companies with complex
capital structures. The Company believes the effect
on the Company's earnings per share is not
material.

2. MARKETABLE SECURITIES

    The cost and market value of securities by
major classification at September 30, 1997 were as
follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                   Unrealized
                                COST      MARKET         GAIN
                              ------     -------     --------
     <S>                      <C>        <C>         <C>
     Common stock             $1,808     $ 2,335     $    527

</TABLE>

3. BORROWINGS

    Borrowings at September 30, 1997 were as
follows (dollars in thousands):

<TABLE>
<CAPTION>
     <S>                                                                      <C>                 
     9.76% mortgage notes (a)                                                 $   12,662
     7.75% mortgage note (b)                                                       9,600
     7.625% mortgage note (c)                                                      5,167
     7.210% mortgage note (d)                                                      9,449
     7.125% mortgage note (e)                                                     14,754
     6.625% senior unsecured notes (f)                                           120,000
     7.25% senior unsecured notes (g)                                             40,000
     6.875% senior unsecured notes (h)                                            40,000
     6.875% senior unsecured notes (i)                                            40,000
     7.25% senior unsecured notes (j)                                            120,000
     6.90% senior unsecured notes (k)                                             50,000
     Advances under unsecured line of credit (l)                                  88,550
                                                                                 ------- 
                                                                              $  550,182
                                                                                 -------       
</TABLE>
     ------
     (a) $10.7 million and $2.0 million, 9.76% mortgage notes, principal
         and interest payable monthly,
         maturity 2001.
     (b) $9.6 million, 7.75% mortgage note, interest payable monthly,
         maturity 2002.
     (c) $5.2 million, 7.625% mortgage note, principal and interest
         payable monthly, maturity 2005.
     (d) $9.6 million, 7.210% mortgage note, interest payable monthly,
         maturity 2001.
     (e) $0.8 million and $8.5 million and $6.3 million, 7.125% mortgage
         notes, interest payable monthly, maturity 2006.
     (f) $120.0 million, 6.625% notes, interest payable semi-annually,
         principal installments of $40.0 million
         each due 1999, 2000, and 2001.
     (g) $40.0 million, 7.25% notes, interest payable semi-annually,
         maturity 2002.
     (h) $40.0 million, 6.875% notes, interest payable semi-annually,
         maturity 2003.
     (i) $40.0 million, 6.875% notes, interest payable semi-annually,
         maturity 2004.
     (j) $120.0 million, 7.25% notes, interest payable semi-annually,
         maturity 2005.
     (g) $50.0 million, 6.900% notes, interest payable semi-annually,
         maturity August, 2007.
     (h) $200.0 million line of credit bearing interest equal to LIBOR
         plus 0.60%, maturity September 2000.

    The Company estimates that the fair value of borrowings
approximates their carrying value at September 30, 1997.
Maturities of borrowings at September 30 were as follows
(dollars in thousands):

<TABLE>
<CAPTION>
     <S>                            <C>
     1997                           $107
     1998                            533
     1999                         40,575
     2000                        129,171
     2001                         61,860
     2002                         54,700
     2003                         40,364
     2004                         40,391
     2005                        120,419
     2006                         12,062
     2007                         50,000
                                 -------
                                $550,182
                                 -------
</TABLE>


4. INCOME TAXES AND DIVIDEND POLICY

    As discussed in Note 1, the Company has elected to be
taxed as a REIT. The Internal Revenue Code provides that a
REIT, which in any taxable year meets certain requirements
and distributes to its stockholders at least 95% of its
ordinary taxable income, will not be subject to federal
income taxation on taxable income which is distributed. The
Company intends to distribute the required amounts of income
in 1997 to qualify as a REIT and to avoid paying income
taxes. On September 30, 1997, the Company paid dividends per
share as follows:

<TABLE>
<CAPTION>
     <S>                     <C>
     Series A Preferred      $0.43750
     Series B Preferred      $0.55125
     Series C Preferred      $0.53750
     Series D Preferred      $1.03625
     Common                  $0.39000

</TABLE>
<PAGE>
Form 10-Q - Merry Land & Investment Company, Inc.
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations

 (Dollars in thousands except apartment and per share
data)

OVERVIEW

     Merry Land & Investment Company, Inc. is one of the
largest owners and operators of upscale garden apartments
in the South. At September 30, 1997, the Company had a
total equity market capitalization of over $1.1 billion
and owned a high quality portfolio of 103 apartment
communities containing 29,091 units. The communities are
geographically diversified through the Southern United
States, located in twenty-seven metropolitan areas, each
with a population in excess of 250,000, extending from the
Washington, D.C. area to Texas and Florida. Substantially
all of the Company's apartment communities command rental
rates in the upper range of their markets.

     OPERATING STRATEGY.  The Company's strategy is to own
and operate a significant number of communities in every
major market in the Southern United States, and to
establish a reputation recognized among apartment dwellers
throughout this region for high quality communities and
first class service. The accomplishment of this strategy
should allow the Company to increase funds from operations
and distributions to shareholders by producing greater
cash flows at its apartment communities through
significant marketing advantages and operating
efficiencies. The Company adds to its holdings by buying
existing apartment communities, by buying communities
under construction and in the initial lease-up stage
(primarily from merchant builders) and by developing
communities from the ground up. The following table
further describes the Company's apartment holdings by
major market as of September 30, 1997 (dollars in
thousands except rental rates):

<TABLE>
<CAPTION>
                                                                          Average                     Sept. Average
                                                                         OCCUPANCY(1)                RENTAL RATE (2)
                                                       % of              ------------                ---------------
MARKET                      UNITS            COST   TOTAL COST          1997        1996            1997           1996
------                      -----            ----   ----------          ----        ----            ----           ----
<S>                         <C>        <C>             <C>            <C>          <C>               <C>           <C>
Dallas/Ft. Worth            3,208      $  209,076      14.5%          93.7%        90.7%             $837          $829
Atlanta                     4,089         196,925      13.6            91.2         96.3             699            648
Orlando                     2,404         118,399       8.2            96.2         93.8             681            657
Charlotte                   2,459         112,901       7.8            93.9         94.7             647            588
Jacksonville                2,550         106,665       7.4            94.5         96.0             625            613
Austin                      1,249          80,276       5.5            96.1         88.9             845            860
Ft. Lauderdale              1,144          72,158       5.0            93.2         89.7             845            847
Tampa                       1,449          64,897       4.5            97.7         94.6             667            652
Ft. Myers                   1,268          64,408       4.4            96.4         92.6             667            661
Savannah                    1,085          49,883       3.4            92.4         96.6             661            614
Raleigh                     1,256          48,320       3.3            94.7         94.5             630            603
Charleston                    880          33,998       2.4            96.5         90.8             550            532
All others                  6,050         289,754      20.0            91.7         90.8             670            636
                           ------      ----------     -----            ----         ----            ----           ---- 
                           29,091      $1,447,660     100.0%           93.8%        93.3%           $696           $666
</TABLE>

      __________
      (1) Represents the average of physical occupancy at each month end
          for the period held.
      (2) Represents weighted average monthly rent charged for occupied
          units and rents asked for unoccupied
          units at September month end.

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


<TABLE>
<CAPTION>
                                           1997(1)              1996              1995             1994
                                           ------               ----              ----             ----
<S>                                          <C>               <C>               <C>              <C>
Units acquired                               3,771             2,475             3,444            4,872
Units developed                                726               414                 -                -
Total units owned at end of                 29,091            24,936            22,296           18,852
period
Total cost of apartments                $1,447,660        $1,175,427        $1,009,056         $796,436
Total apartment rental income           $  150,223        $  176,053        $  144,283         $101,667
</TABLE>
      __________
      (1) Represents totals at September 30, 1997.

     ACQUISITIONS.  In the second and third quarters of 1997,
the Company acquired the following twelve apartment
communities containing 3,771 units at a cost of $230.0
million (dollars in thousands):

<TABLE>
<CAPTION>
                                                                 DATE
COMMUNITY                  LOCATION                 UNITS        BUILT             COST
---------                  --------                 -----        -----           ------
<S>                        <C>                       <C>          <C>          <C>      
Polos East                 Orlando, Fla.             308          1991         $ 16,000
Ranchstone                 Houston, Tex.             220          1996           11,250
The Oaks                   Charlotte, N.C.           318          1996           20,250
The Point                  Charlotte, N.C.           340          1996           21,300
Coventry at City View      Ft. Worth, Tex.           360          1996           22,140
Palms at South Shore       Houston, Tex.             240          1990           12,210
Chatelaine Park            Atlanta, Ga.              303          1996           23,413
Riverhill                  Dallas, Tex.              334          1996           22,000
Hidden Lakes               Ft. Worth, Tex.           312          1996           20,000
Wimberly                   Ft. Worth, Tex.           372          1996           26,500
Trails at Briar Forest     Houston, Tex.             476          1990           22,150
Richmond Townhomes         Houston, Tex.             188          1995           12,700
                                                   -----                       --------          
                                                   3,771                       $229,913
</TABLE>


     ACQUISITION OF COMMUNITIES UNDER DEVELOPMENT. The
Company has also agreed to acquire the following communities
to be built by unrelated third parties (dollars in
thousands):

<TABLE>
<CAPTION>
                                                              ESTIMATED        ESTIMATED
COMMUNITY                      LOCATION        UNITS               COST       COMPLETION
---------                      --------        -----          ---------       ----------
<S>                          <C>                <C>             <C>              <C>   
Creekside Homes at Legacy    Dallas, Tex.       380             $28,500          1Q 1998
Villages of Prairie Creek I  Dallas, Tex.       236              17,700          1Q 1998 
Villages of Prairie Creek II Dallas, Tex.       200              15,000          1Q 1999
                                                ---             -------
                                                816             $61,200                     
</TABLE>


     The Company will acquire title to these communities
upon completion of construction for an amount equal to the
lesser of the budgeted cost or the seller's actual cost.
The Company will pay the seller additional amounts upon
the attainment of specified occupancy and net operating
cash flow levels based on agreed upon formulas.

     DEVELOPMENT. At September 30, 1997, the Company had
five communities with 1,902 units under construction (of
which 660 units have been delivered) and two communities
with 726 units under development. The Company expects to
complete these communities at an expected total cost of
$201.8 million. In addition, the Company owns land for
1,232 additional units. The communities under construction
and development offer features typical of very high end
properties, including nine foot ceilings, high levels of
trim and finish, garages and extensive amenities.
     The following table summarizes the Company's current
development communities and recently completed communities.
Estimated cost consists of land, direct construction costs
and indirect costs, including projected fees to third party
development managers and allocated overhead (dollars in
thousands, except cost per unit):



<TABLE>
<CAPTION>
                                                                                     Cost of
                                                         Total                         Units
                                              Total  Estimated     Total              Placed
                                          Estimated       Cost      Cost  Units in        in  Estimated
LOCATION        COMMUNITY         UNITS        COST   PER UNIT   TO DATE   SERVICE   SERVICE COMPLETION
--------        ---------         -----   ---------  ---------   -------  --------   ------- ----------
<S>             <C>               <C>     <C>          <C>       <C>           <C>   <C>        <C>   
Completed
Nashville       Cherry Creek       280    $  18,945    $67,661   $18,945       280   $18,945    4Q 1996
Greensboro      Adams Farm II (1)  200       13,100     65,500    13,062       200    13,062    3Q 1997
                                   ___    _________    _______   _______       ___   _______         
                                   480    $  32,045    $66,760   $32,007       480   $32,007
UNDER
CONSTRUCTION
Atlanta         River Sound        586    $  41,500    $72,526   $39,787       440   $31,566    4Q 1997
Savannah        Long Point         308       22,500     74,350    20,762       220    16,357    1Q 1998
Richmond        Wyndham            264       24,500     92,803    12,701         -         -    3Q 1998
Greensboro      Bridford Lake      320       24,500     73,125     4,047         -         -    4Q 1998
Atlanta         Sweetwater         424       34,000     80,189     6,939         -         -       1999
                Creek            -----    ---------    -------   -------       ---   -------         
                                 1,902    $ 147,000    $77,445   $84,236       660   $47,923
UNDER
DEVELOPMENT
Richmond        Spring Oak         506    $  38,800    $75,099  $  5,488                           1998
Nashville       Cherry Creek II(1) 220       16,000     72,727     3,248                           1998
                                 -----    ---------    -------  --------                                 
                                   726    $  54,800    $74,380  $  8,736
FUTURE
DEVELOPMENT
Savannah        Long Point II (1)  352                          $  1,101
Nashville       Bell Road I and II 680                             3,468
Greensboro      Bridford LakeII(1) 200                             1,300
                                 -----                          --------
                                 1,232                          $  5,869
</TABLE>
        __________
        (1)  Adjoins an existing community owned by the
             Company.


RECENT EVENTS

     ISSUANCE OF SENIOR UNSECURED NOTES.  On July
28, 1997 the Company completed a public offering of
$50.0 million of senior unsecured notes.  The notes
were sold at a price of 99.707% of par value, to
yield 6.941% to maturity.  The notes bear an
interest rate of 6.90%, with interest only payable
semi-annually in February and August, have a term
of ten years and mature on August 1, 2007.
     On October 30, 1997 the Company completed a
public offering of $50.0 million of senior
unsecured notes.  The notes were sold at a price of
100% of par value, to yield 6.69% to maturity.  The
notes bear an interest rate of 6.69%, with interest
only payable semi-annually in May and November,
have a term of nine years and mature on October 30,
2006.
     The notes are rated BBB+ by Standard & Poor's
Corporation and Duff & Phelps Credit Rating Co. and
Baa2 by Moody's Investors Services, Inc. and rank
equally with the Company's other unsecured and
unsubordinated indebtedness.  The senior unsecured
notes contain various covenants which prohibit the
incurrence of additional debt:
     - if total debt becomes greater than 60% of
       total assets; or
     - if total secured debt becomes greater than
       40% of total assets; or
     - if net operating income divided by interest
       on debt and regularly scheduled principal debt
       amortization becomes less than 1.5.
     The Company is also required to maintain
 unencumbered assets of not less than 150% of
 outstanding unsecured debt.

     CREDIT LINE.  On September 16, 1997, the
Company completed a $200.0 million syndicated
revolving credit facility with a group of banks led
by its primary commercial bank.  Borrowings under
the line bear interest at 0.60% above the thirty
day London Interbank Offered Rates. The credit
facility also includes a $100.0 million competitive
bid option which allows the Company to solicit bids
from participating banks at rates below the
contractual rate.  The facility is for a three year
term and two year amortization for a total term of
five years with an annual renewal option.

     RESULTS OF OPERATIONS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1997 AND 1996.

     RENTAL MARKETS. Rental markets were stronger
in the nine month period of 1997 than in the same
period in 1996 as strong demand for apartments
exceeded additions to supply. Average physical
occupancy for the third quarter of 1997 totaled
95.2% as compared to 94.1% for the third quarter of
1996. The Company's increase in occupancy can be
attributed to stronger markets, to aggressive
leasing efforts by its staff and also to offering
concessions to residents in order to induce them to
rent. While levels of new construction throughout
the South remain high, the Company believes that if
general economic activity, job growth and household
formation in the South remain strong, physical
occupancy should remain satisfactory.

     RENTAL OPERATIONS - TOTAL PORTFOLIO. The
operating performance of the Company's apartment
portfolio is summarized in the following table
(dollars in thousands except average monthly rent):

<TABLE>
<CAPTION>
                                             Change from                     NINE MONTHS
                                                                             -----------
                             % CHANGE       1996 TO 1997               1997             1996
                             --------       ------------               ----             ----
<S>                            <C>            <C>                  <C>              <C>
Rental Income                  16.0%          $20,775              $150,223         $129,448
Operating expenses   (1)       11.4             4,102                40,009           35,907
Taxes and insurance            25.2             3,365                16,716           13,352
Subtotal (1)                   15.2             7,466                56,725           49,259
                               ____            ______               _______          _______
                               16.6%          $13,309            $  93,498         $  80,189
Average occupancy (2)           0.5% (3)                              93.8%             93.3%
Average monthly rent (4)        4.5%                             $     696         $     666
Expense ratio (5)            (0.3)%(3)                                37.8%            38.1%
</TABLE>
      __________
      (1) Excludes depreciation and amortization.
      (2) Represents the average physical occupancy at each
          month end for the period held.
      (3) Represents increase or decrease between periods.
      (4) Represents weighted average monthly rent charged for
          occupied units and rents asked for
          unoccupied units at September 30.
      (5) Represents total of operating expenses, taxes and
          insurance divided by rental revenues.

     Acquisitions and the delivery of units from
the Company's development program since the second
quarter of 1996 increased the weighted average
number of apartments owned to 26,050 in the nine
month period of 1997 from 23,168 in the nine month
period of 1996. Rental revenues and expenses rose
accordingly. Company wide occupancy totaled 95.1%
at September 30, 1997 and 94.4% at September 30,
1996.
     The 4.5% increase in portfolio average rental
rates in the nine month period of 1997 from the
nine month period of 1996 resulted from both higher
rents at the Company's continuing properties and
also the higher rents charged at the communities
the Company acquired and put in service in 1996 and
1997, whose monthly rents averaged $771 at
September 30, 1997, versus the total portfolio
average of $696.

     RENTAL OPERATIONS - SAME STORE. The
performance of the 21,156 units which the Company
held for the nine month period of both 1997 and
1996 ("same store" results), is summarized in the
following table (dollars in thousands, except
average monthly rent; see footnotes above):


<TABLE>
<CAPTION>
                                               Change from               NINE MONTHS
                                                                         -----------
                            % CHANGE           1996 TO 1997        1997             1996
                            --------           ------------        ----             ----
<S>                           <C>               <C>             <C>              <C>
Rental income                  3.1%              $3,616         $121,708         $118,092
Personnel                     12.8                1,500           13,266           11,766
Utilities                    (25.4)             (1,757)            5,163            6,920
Operating                      9.2                  555            6,582            6,027
Maintenance and grounds       (7.3)               (597)            7,542            8,139
Taxes and insurance            8.9                1,077           13,136           12,059
Subtotal (1)                   1.7                  779           45,689           44,910
                              ____               ______          _______        _________   
                              3.9%               $2,837        $  76,019        $  73,182

Average occupancy (2)         0.9% (3)                            94.6%             93.7%
Average monthly rent (4)      2.3%                                 $668         $     653
Expense ratio (5)             (0.5)% (3)                          37.5%             38.0%
</TABLE>


     Rental income rose by $3.6 million or 3.1% for
those properties held for all of both periods, as a
result of 0.9% higher occupancy and 2.3% higher
average rental rates.  At September 30, 1997 same
store occupancy was 96.1%, up from 94.8% at
September 30, 1996. Rental concessions for
September 30, 1997 equaled approximately 1.6% of
market rents.
     Operating expenses increased $0.6 million or
9.2% in 1997 from the same period in 1996.
Personnel costs rose $1.5 million, resulting
primarily from higher bonuses accrued on site and
higher employee headcount and salaries. Utilities
expense decreased by $1.8 million or 25.4% as the
Company has passed a portion of its water expense
to the residents. Accruals for property taxes and
insurance increased by $1.1 million to reflect
higher assessed values.

     RENTAL OPERATIONS - DEVELOPMENT COMMUNITIES.
$45.7 million was expended in the nine month period
of 1997 for apartments under development, bringing
the total investment in communities still under
development to $98.8 million. In the first nine
months of 1997, 726 units were placed in service at
a cost of $51.7 million. The Company expects to put
a total of approximately 1,000 units in service in
1997. Some dilution of earnings may occur to the
extent that leasing lags behind the delivery of
units.
     306 units of Madison at River Sound, 200 units
of Madison at Adams Farm, and 220 units of Hammocks
at Long Point were delivered in the first nine
months of 1997. The operating results for the nine
month period of 1997 and 1996 for all development
units in service is summarized in the following
table (dollars in thousands; see footnotes above):

<TABLE>
<CAPTION>
                                                       NINE MONTHS
                                                       -----------
                                                1997               1996
                                                ----               ----
<S>                                           <C>                <C>
Units                                          1,567                649
Rental income                                 $6,515             $2,839
Operating expense (1)                          1,895                835
Taxes and insurance                              398                173
Subtotal (1)                                   2,293              1,008
                                              ------             ------
                                              $4,222             $1,831
</TABLE>

     At September 30, 1997, 83.3% of the units
delivered at Cherry Creek, Madison at River Sound,
Madison at Adams Farm, and Hammocks at Long Point
were leased at an average rental rate of $768 per
unit.

     RENTAL OPERATIONS - OTHER COMMUNITIES. "Other
communities" are those not included in same store
communities or development communities. These
include communities bought or sold in part or in
whole in 1996 or 1997. At September 30, 1997, these
communities included 6,368 units. The performance
of the other communities for the nine month period
of 1997 and 1996 are summarized in the following
table (dollars in thousands; see footnotes above):

<TABLE>
<CAPTION>
                                                       NINE MONTHS                                       
                                                1997               1996
                                                ____               ____
<S>                                          <C>                 <C>
Units                                          6,368              4,848
Rental income                                $21,999             $8,517
Operating expense (1)                          5,561              2,221
Taxes and insurance                            3,181              1,119
Subtotal (1)                                   8,742              3,341
                                             -------             ------
                                             $13,257             $5,176
</TABLE>



     INTEREST, DIVIDEND AND OTHER INCOME. Dividend
income decreased as the Company essentially
completed the liquidation of its holdings of equity
security investments. Interest, dividend and other
income are summarized in the following table
(dollars in thousands):


<TABLE>
<CAPTION>
                                                       NINE MONTHS
                                                1997               1996
                                                ----               ----
<S>                                           <C>                <C>
Interest income                               $1,658             $1,730
Dividend income                                  682              2,246
Other income                                   5,066              5,106
Total                                         $7,406             $9,082
</TABLE>


     INTEREST EXPENSE. Interest expense net of
capitalized interest rose to $17.4 million in the
nine month period of 1997, up from $17.1 million in
the nine month period of 1996. Average debt
outstanding rose to $418.7 million in the nine
month period of 1997 from $369.3 million in the
nine month period of 1996, primarily as a result of
the issuance of the 6.90% senior unsecured notes in
July of 1997, the assumption of $24.2 million of
mortgage notes related to the acquisition of
Richmond Townhomes and Trails at Briar Forest in
September of 1997, and borrowing $88.6 million
under the Company's line of credit to fund the
acquisition of apartment communities in the second
and third quarters of 1997. The weighted average
interest rate charged on all the Company's debt
increased to 7.1% in the nine month period of 1997
from 7.0% for the nine month period in 1996 as a
result of an average interest rate of 8.0% on the
mortgage debt assumed. During the nine month period
of 1997, $4.1 million of interest related to the
Company's development projects was capitalized
versus $2.0 million in the nine month period of
1996, due to the higher level of development
underway.

     GENERAL AND ADMINISTRATIVE EXPENSES. General
and administrative expenses for the nine month
period of 1997 were $3.3 million, or 2.2% of rental
revenues as compared to 1.6% for all of 1996.
General and administrative expenses increased $1.1
million in the first nine months in 1997 versus the
first nine months in 1996 due primarily to higher
corporate headcount and their associated costs.  In
1997, the Company has added positions in the areas
of property management, acquisitions, development,
accounting, and administration in order to provide
better service to its residents and to compete more
effectively in a rapidly evolving industry. The
Company expects that its overhead expense measured
as a percentage of revenues will remain among the
lowest of apartment REITs.

     NET INCOME. Net income totaled $52.1 million
in the nine month period of 1997 and $46.8 million
for the nine month period of 1996. Net income
available for common shareholders totaled $34.6
million in the nine month period of 1997 and $32.1
million for the nine month period of 1996. The
increases in net income and net income available
for common shareholders for 1997 compared to 1996
arose principally from substantially increased
operating income from apartments due to the growth
of the Company's apartment holdings. Net income per
common share in the nine month period of 1997
decreased to $.90 from $.91 in the nine month
period of 1996 due primarily to a reduction in net
realized gains and more common shares outstanding.

     DIVIDENDS TO PREFERRED SHAREHOLDERS. Dividends
to preferred shareholders totaled $17.5 million in
the nine month period of 1997 and $14.8 million in
the nine month period of 1996. Preferred dividends
are summarized in the following table (dollars in
thousands):


<TABLE>
<CAPTION>
                                                           NINE MONTHS
                                                   1997               1996
                                                   ----               ----
<S>                                           <C>                <C>
Series A Preferred share dividends            $     321          $     734
Series B Preferred share dividends                6,615              6,615
Series C Preferred share dividends                7,417              7,417
Series D Preferred share dividends                3,109                  -
                                              ---------          ---------
Total preferred dividends                     $  17,462          $  14,766
</TABLE>



     The increase in preferred dividends arose from
the issuance of $50.0 million of Series D preferred
shares in December, 1996. Holders of the Company's
Series A Preferred Stock have converted 4.4 million
of the 4.6 million Series A shares originally
issued in June 1993 into 5.9 million shares of the
Company's common stock as the common dividend was
raised above the equivalent preferred dividend.

     FUNDS FROM OPERATIONS. Funds from operations
rose 10.8% to $77.0 million in the nine month
period of 1997 as compared to $69.5 million in the
nine month period of 1996. Funds from operations
available to common shares rose 14.4% to $62.6
million in the nine month period of 1997 compared
to $54.7 million in the nine month period of 1996.
These increases were principally due to increased
rental operating income resulting from the growth
of the Company's apartment holdings.  On a fully
diluted per share basis, funds from operations
increased 4.6% to $1.58 in 1997 from $1.51 in 1996.
Other income from securities totaled $5.0 million,
or $.10 per share for the first three quarters of
1997 (all recorded in the first two quarters of the
year) versus $5.1 million, or $.11 per share for
the first three quarters of 1996.  "Core FFO",
those earnings produced exclusively by non cash
management activities, rose 5.7% to $1.48 per share
from $1.40 per share for the first three quarters
of 1997.
     The following is a reconciliation of net
income to funds from operations (data in thousands,
except per share data):

<TABLE>
<CAPTION>
                                                                            NINE MONTHS
                                                                     1997                  1996
                                                                     ----                  ----
<S>                                                               <C>                   <C>
Net income                                                        $52,088               $46,836
Less preferred dividends paid                                      17,462                14,766
                                                                   ------               -------
Net income available for common shares                             34,626                32,070

Add depreciation of real estate owned                              29,523                24,863
Less net realized gains                                             1,535                 2,238
                                                                   ------               -------
Funds from operations available to common shares                   62,615                54,695
Add convertible preferred dividends                                14,353                14,766
                                                                   ------               -------
Funds from operations-fully diluted                               $76,968               $69,461
                                                                   ------               -------
Weighted average common shares outstanding -
     Primary                                                       38,320                35,303
     Fully diluted                                                 48,625                46,029
Funds from operations per share-
     Primary                                                       $ 1.63                $ 1.55
     Fully diluted                                                 $ 1.58                $ 1.51
     Other income from securities (fully diluted)                  $  .10                $  .11
     Core funds from operations (fully diluted)                    $ 1.48                $ 1.40
</TABLE>

     The Company believes that funds from
operations is an important measure of its operating
performance. Funds from operations does not
represent cash flows from operations as defined by
generally accepted accounting principles, GAAP, and
should not be considered as an alternative to net
income or as an indicator of the Company's
operating performance, or as a measure of the
Company's liquidity. Based on published
recommendations of a task force of the National
Association of Real Estate Investment Trusts, the
Company defines funds from operations as net income
computed in accordance with GAAP, excluding non-
recurring costs and net realized gains, plus
depreciation of real property. This revised
definition eliminates from funds from operations
any amortization of debt costs and any non-real
estate depreciation. Revision of the definition
reduced the Company's funds from operations by $0.8
million and $0.6 million in the nine month periods
of 1997 and 1996, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     FINANCIAL STRUCTURE. The Company's senior
notes and its preferred stock are rated investment
grade by Standard & Poor's Corporation (BBB+/BBB),
Moody's Investors Services, Inc. (Baa2/Baa3) and
Duff & Phelps Credit Rating Co. (BBB+/BBB). At
September 30, 1997, total debt equaled 34% of total
capitalization at cost, and 27% of total
capitalization with equity valued at market. At
that date, the Company's financial structure was as
follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                             Equity at
                                                           % of                 Market       % of
                                                 COST      TOTAL                 VALUE       TOTAL
<S>                                      <C>                <C>           <C>                  <C>
Advances under line of credit            $     88,550        7%           $     88,550         6%
Mortgage loans                                 51,632        4                  51,632         4
6.625% senior unsecured notes, 1999            40,000        3                  40,000         2
6.625% senior unsecured notes, 2000            40,000        3                  40,000         2
6.625% senior unsecured notes, 2001            40,000        3                  40,000         2
7.25% senior unsecured notes, 2002             40,000        3                  40,000         2
6.875% senior unsecured notes, 2003            40,000        3                  40,000         2
6.875% senior unsecured notes, 2004            40,000        3                  40,000         2
7.25% senior unsecured notes, 2005            120,000        8                 120,000         7
6.90% senior unsecured notes, 2007             50,000        4                  50,000         4
                                           ----------      ----              ---------        ---       
Total debt                                    550,182       41%                550,182        33%

Series D preferred stock                       50,000        4%                 50,000         4%
Common and preferred stock  (1)               748,264       55%              1,083,187        63%
                                           ----------      ----              ---------        ---
Total equity                                  798,264       59%              1,133,187        67%

Total capitalization                       $1,348,446      100%             $1,683,369       100%
                                           ----------      ----              ---------       ----
</TABLE>
      __________
      (1) Assumes conversion of all outstanding convertible
          preferred stock into common stock.

     At September 30, 1997, the Company had $88.6
million outstanding under its line of credit.
Borrowings under the line bear interest at 0.60%
above the thirty day London Interbank Offered
Rates. The Company's loan agreements and the
covenants under its senior unsecured notes would
allow it to borrow an additional $260.6 million on
an unsecured basis at September 30, 1997.
     It generally is not the practice of the
Company to finance its acquisitions using mortgage
debt, though at times the Company finds it
advantageous to assume such debt in order to
successfully negotiate and close property
acquisitions. At September 30, 1997, the Company
had five mortgage loans outstanding, which were
assumed in 1996 and 1997 in connection with the
purchase of five communities.

        LIQUIDITY. Merry Land expects to meet its short-term liquidity
requirements with cash provided by operating activities and by borrowing
under its line of credit. The Company's primary short-term liquidity needs
are operating expenses, apartment acquisitions, apartment development and
capital improvements. The Company has essentially completed the liquidation
of its holdings of marketable securities which were acquired as a temporary
investment pending the acquisition or development of additional apartment
communities.
     The Company expects to meet its long-term
liquidity requirements, including scheduled debt
maturities and permanent financing for property
acquisitions and development, from a variety of
sources, including operating cash flow, additional
borrowings and the issuance and sale of debt and
equity securities in the public and private
markets.
     The following table summarizes the Company's
capital requirements resulting from its acquisition
and development commitments as of September 30,
1997. Not included in this table are additional
acquisitions and developments, debt repayments or
the additional sales of debt or equity securities
(dollars in thousands):

<TABLE>
<CAPTION>
<S>                                                   <C>
ESTIMATED CAPITAL REQUIREMENTS:                                               
Development communities expected costs                $239,714
Less development costs paid thru 9/30/97             (130,748)
                                                     ---------
Development costs through 1999
                                                       108,866
Acquisition of communities under development in 1998    61,200
     Total future development commitments            ---------
                                                       170,066
ESTIMATED CAPITAL SOURCES:
Cash on hand at 9/30/97                                    660
Funds available under line of credit at 9/30/97        111,450
     Total capital sources                           ---------
                                                       112,110
                                                     ---------
Excess of capital requirements over sources            $57,956
                                                     ---------
</TABLE>


       On October 30, 1997 the Company completed the public
offering of its 6.69% $50.0 million senior unsecured notes.
Net proceeds of $49.6 million from this offering were used to
pay down the balance outstanding under the Company's line of
credit.

     CASH FLOWS. The following table summarizes
cash flows for the nine month periods of 1997 and
1996 (dollars in thousands):

<TABLE>
<CAPTION>
                                                               SOURCES AND USES OF CASH:
                                                                       NINE MONTHS
                                                                 1997                  1996
                                                                 ----                  ----
<S>                                                          <C>                  <C>
Operating activities                                         $ 89,070             $  74,493
Sale of Merry Land common stock                                12,736                66,464
Net borrowings                                                162,636                22,332
Sale of real property                                          20,974                     -
Other                                                           5,521                   187
Total sources of cash                                        $290,937              $163,476
Acquisitions of and improvements to                         (242,587)             (109,061)
properties
Development of properties                                    (45,660)              (38,421)
Dividends paid                                               (62,304)              (54,743)
Other                                                           6,017                 (172)
                                                            ---------             ---------
Total uses                                                  (344,534)             (202,397)
                                                            ---------             ---------
Increase (decrease) in cash, cash equivalents
     and marketable securities                             ($ 53,597)            ($ 38,921)
</TABLE>

     Cash, cash equivalents and marketable
securities decreased by $53.6 million in 1997 as
the Company invested funds raised in the equity
offerings of 1996 in apartments. The Company's
operating cash flow increased to $89.1 million in
the nine month period of 1997 from $74.5 million in
the nine month period of 1996. The primary use of
cash has been apartment acquisitions, development
and improvements and dividends. Dividends paid in
the nine month period of 1997 increased from the
same period in 1996 due to an increase in the
average amount of stock outstanding and in the case
of the Company's common stock, an increase in the
dividends per share to $1.17 in the first three
quarters of 1997 from $1.11 per share for the first
three quarters of 1996.

     CAPITAL EXPENDITURES. The Company capitalizes
the direct and indirect cost of expenditures for
the acquisition or development of apartments and
for replacements and improvements. Replacements are
non-revenue producing capital expenditures which
recur on a regular basis, but which have estimated
useful lives of more than one year, such as carpet,
vinyl flooring and exterior repainting.
Improvements are expenditures which significantly
increase the revenue producing capability or which
significantly reduce the cost of operating assets.
At newly acquired communities, the Company often
finds it necessary to upgrade the physical
appearance of the properties and to complete
maintenance and repair work which had been deferred
by prior owners. These activities often result in
heavier capital expenditures in the early years of
Company ownership, and some of these expenditures
which would be considered replacements at
stabilized communities (as defined below) are
classified as improvements at newly acquired
properties. Interest, real estate taxes and other
carrying costs incurred during the development
period of apartments under construction are
capitalized and, upon completion of the project,
depreciated over the lives of the projects.
The following table summarizes the capital
expenditures for the nine month periods of 1997 and
1996 (dollars in thousands, except per unit data):

<TABLE>
<CAPTION>
                                                                          NINE MONTHS
                                                                1997                 1996
                                                                ----                 ----
<S>                                                         <C>                 <C>
Apartment communities:
     Acquisitions                                           $231,725            $  98,991
     Development projects:
          Development costs                                   41,579               36,459
          Capitalized interest                                 4,081                1,962
     Replacements for stabilized communities (1)               5,552                3,992
     Improvements (2)                                          3,399                5,356
Commercial properties                                            172                  342
Corporate level expenditures                                   1,747                  380
                                                            --------             --------
                                                            $288,255             $147,482
                                                            --------             --------
Per Unit:
     Replacements for stabilized communities (1)                $262                 $217
     Improvements (2)                                           $117                 $221
</TABLE>
      __________

      (1) Stabilized communities are those properties which
          have been owned for at least one full calendar
          year. In the nine month period of 1997, 21,156 
          units were stabilized as compared to 18,410 units 
          in the nine month period of 1996.
      (2) Improvements include expenditures for all
          properties owned during the period, including 
          replacements at newly acquired communities.

     The Company expects that the level of
expenditures for replacements and improvements will
increase for the remainder of 1997 due primarily to
the installation of water submeters at a number of
communities and other expenditures scheduled for
completion to enhance or maintain the Company's
apartment communities position in their markets.

     INFLATION. Substantially all of the Company's
leases are for terms of one year or less, which
should enable the Company to replace existing
leases with new leases at higher rentals in times
of rising prices. The Company believes that this
would offset the effect of cost increases stemming
from inflation.

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


<PAGE>
Merry Land & Investment Company, Inc.

PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings

     None


ITEM 2.  Changes in Securities

     None

ITEM 3.  Defaults Upon Senior Securities

     None

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

     None

ITEM 5.  Other Information

     None

ITEM 6. Exhibits and Reports on Form 8-K

   a. EXHIBITS:

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

      (3.ii) By-laws (incorporated herein by
             reference to Exhibit 3(ii) of Item 14 of
             the Company's Annual Report on Form 10-K 
             for the year ended December 31, 1993).

      (12) Material Contracts.

      (10.1) Credit Agreement between the
             Company and Lenders dated September
             16, 1997, (incorporated herein by
             reference to Item 7, Exhibit 10 to
             the Company's report on Form 8-K
             filed September 22, 1997).

      (27) Financial Data Schedules

   b. Reports on Form 8-K:

                                                  FINANCIAL STATEMENTS
    FORM   DATE FILED  ITEMS REPORTED                    FILED

     8-K   7-29-97     Completion of Offering             No
                       of $50 million principal
                       amount of the Company's
                       6.90% Notes due 2007

     8-K   8-6-97      Acquisitions of Ranchstone  Financial Statements
                       Apartments and Polos East   were filed with respect
                       Apartments                  to Ranchstone Apts. 
                                                   and Polos East Apts.

     8-K   8-6-97      Acquisitions of The Palms          No
                       at South Shore Apartments
                       and Coventry at Cityview
                       Apartments

     8-K   9-15-97     Financial Statements filed  Financial Statements
                       with respect to previously  were filed with respect
                       reported acquisitions       to The Palms at South
                                                   Shore Apartments and
                                                   Coventry at Cityview
                                                   Apartments

     8-K   9-22-97     Execution of Credit                No
                       Agreement for $200
                       million Unsecured
                       Revolving Line of
                       Credit

     8-K   10-8-97     Acquisitions of Chatelaine  Financial Statements
                       Park Apartments, and the    were filed with respect
                       Partnership interests of    to the acquired
                       McCaslin Riverhill, Ltd.,   properties, and pro
                       The Wimberly Apartment      forma, consolidated
                       Homes, Ltd., and McCaslin   financials were filed
                       Hidden Lakes, Ltd.          with respect to Polos
                                                   East Apts., Ranchstone
                                                   Apts., The Oaks Apts.,
                                                   The Pointe Apts.,
                                                   Coventry at Cityview 
                                                   Apts., Chatelaine Park
                                                   Apts., Wimberly 
                                                   Apartment Homes,
                                                   Riverhill Apts., and
                                                   Hidden Lakes Apts.

     8-K   10-8-97     Acquisitions of Richmond            No
                       Towne Homes and Trails
                       of Briar Forest Apartments

     8-K   10-31-97    Completion of Offering              No
                       of $50 million principal
                       amount of the Company's
                       6.69% Notes due 2006

<PAGE>

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


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


                            MERRY LAND & INVESTMENT COMPANY, INC.



                            /s/ W. TENNENT HOUSTON
                            ----------------------
                            W. Tennent Houston
                            President
                            Principal Financial Officer

November 12, 1997