UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                       FORM 12b-25

                               NOTIFICATION OF LATE FILING

(check one):
[  ] Form 10-K
[  ] Form 20-F
[ X] Form 11-K
[  ] Form 10-Q
[  ] Form N-SAR
 For Period Ended: December 31, 1995



      [   ] Transition Report on Form 10-K
      [   ] Transition Report on Form 20-K
      [   ] Transition Report on Form 11-K
      [   ] Transition Report on Form 10-Q
      [   ] Transition Report on Form N-SAR
      For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: 
 ..............................................................................
 .............................................................................

PART I - REGISTRANT INFORMATION
- -------------------------------
Gables Residential Trust
Full Name of Registrant

N/A
Former Name if Applicable

2859 Paces Ferry Road, Suite 1450
Address of Principal Executive Office (Street and Number)

Atlanta, Georgia 30339
City, State and Zip Code


PART II -- RULES 12b-25(b) AND (c)
- ----------------------------------
     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

     [ X ] (a) The reasons  described in  reasonable  detail in Part III of this
form could not be eliminated without unreasonable effort or expense:

     [ X ](b) The subject annual report,  semi-annual report,  transition report
on Form 10-K,  Form 20-F,  11-K, or Form N-SAR, or portion thereof will be filed
on or before the fifteenth  calendar day following the  prescribed  due date; or
the  subject  quarterly  report or  transition  report on Form 10-Q,  or portion
thereof  will be filed  on or  before  the  fifth  calendar  day  following  the
prescribed due date; and

     [ ](c)  The  accountants'  statement  or  other  exhibit  required  by Rule
12-b-25(c) has been attached if applicable.



PART III -- NARRATIVE
- ---------------------

     State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

     The  Registrant has not filed its Annual Report on Form 11-K for the fiscal
year ended  December 31, 1995 (the  "11-K")  within the  prescribed  time period
because the information required to complete the financial statement disclosures
was not provided by the plan  recordkeeper  in the  appropriate  format nor on a
basis  timely  enough to allow  the  Registrant  to  accurately  and  thoroughly
complete  the  work  necessary  (including  the  preparation  of  the  financial
statements  and the audit  thereof) for the filing of its first 11-K by June 28,
1996 without unreasonable effort or expense.

PART IV -- OTHER INFORMATION
- ----------------------------

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification.               Dawn H. Severt 770-438-5553

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                [ X ] Yes [ ] No

                                   ----------
     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                [ ] Yes [ X ] No

                                   ----------
     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                                Gables Residential Trust

     has caused this  notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: June 26, 1996

By:   /s/ Marvin R. Banks, Jr.
     ------------------------
      Marvin R. Banks, Jr.
      Vice President and
      Chief Financial Officer of
      Gables Residential Trust and
      Chairman, Investment Committee of the
      Gables Residential Trust 401-K Plan