Gables Residential Trust 2859 Paces Ferry Road Suite 1450 Atlanta, GA 30339

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Exhibit 4.2

Gables Residential Trust
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000

July 9, 2003

Xxxxxx Xxxxx
Teachers Insurance and
    Annuity Association of America
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000

Re: Gables Residential Trust and
Gables Realty Limited Partnership

Dear Xxxxxx:

        Reference is made to (i) that certain Registration Rights Agreement dated September 27, 2002 by and between Gables Residential Trust (the "REIT") and Teachers Insurance and Annuity Association of America ("TIAA") relating to the registration and exchange by the REIT of all of its outstanding, unregistered 7.875% Series C Cumulative Redeemable Preferred Shares for registered 7.875% Series C-1 Cumulative Redeemable Preferred Shares and (ii) that certain Registration Rights Agreement dated September 27, 2002 by and between Gables Realty Limited Partnership (the "Partnership" and together with the REIT, the "Company") and TIAA relating to the registration and exchange of all of its outstanding, unregistered (A) 5.86% Senior Notes due 2009 for a like amount of registered 5.86% Senior Notes due 2009 and (B) 6.10% Senior Notes due 2010 for a like amount of registered 6.10% Senior Notes due 2010 (collectively, the "Registration Rights Agreements").

        On April 15, 2003, each of the REIT and the Partnership filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to consummate the transactions contemplated by the Registration Rights Agreements. Section 2(e) of each of the Registration Rights Agreements contemplates, among other things, that the Company's registration statements would be declared effective by the SEC on or before June 30, 2003 (the "Effective Date").

        The SEC review process has been unusually lengthy and the SEC's response times have been slow. The Company is currently in responding to the third round comments from the SEC, as detailed on the attached letter from our counsel, Xxxxxxx Procter LLP. In order that the Company, along with its auditors, has sufficient time to appropriately respond to the SEC's comments, the Company respectfully requests that the Effective Date for purposes of each of the Registration Rights Agreements, be extended to July 31, 2003.

        Please sign the enclosed copy of this letter in the place provided below acknowledging receipt of this letter and agreeing that the Effective Date of each of the Registration Rights Agreements is amended hereby as set forth herein.

		Very truly yours,
		GABLES RESIDENTIAL TRUST
		By:	/s/  XXXXXX X. XXXXX, XX. Xxxxxx X. Xxxxx, Xx. Chief Financial Officer

		GABLES REALTY LIMITED PARTNERSHIP
		By:	Gables GP, Inc., its general partner
		By:	/s/  XXXXXX X. XXXXX, XX. Xxxxxx X. Xxxxx, Xx. Chief Financial Officer

Accepted and agreed:

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

By: /s/  XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx
Title: Managing Director

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Exhibit 4.2