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        [NUMBER]                                          [SHARES]
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      [----------]            Holding Globe}            [----------]

   SERIES C CUMULATIVE                                  NO PAR VALUE
CONVERTIBLE PREFERRED STOCK                           CUSIP 590438 50 3
   This Certificate is                                 See Reverse for
Transferable in New York,                            Certain Definitions
New York and in Charlotte,
     North Carolina

                   MERRY LAND & INVESTMENT COMPANY, INC.
             Incorporated Under the Laws of the State of Georgia

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                Fully Paid and Non-Assessable Shares of the
             Series C Cumulative Convertible Preferred Stock of
                                      
  Merry Land & Investment Company, Inc. transferable in person or by duly
authorized attorney, upon surrender of this Certificate, properly endorsed. 
  This Certificate is not valid until countersigned and registered by the
                        Transfer Agent and Registrar
                                      
                            CERTIFICATE OF STOCK
                                      
Witness, the facsimile seal of the Corporation and the facsimile signatures
                      of the duly authorized officers.
                                      

Dated                             {SEAL}

                           Merry Land & Investment
                                Company, Inc.

W. Hale Barrett                 Corporate Seal       W. Tennent Houston
        Secretary                   1966                            President
                                   Georgia

                                  {SEAL}

{Printed sideways on bottom right of Certificate:}

Countersigned and Registered:

  FIRST UNION NATIONAL BANK OF NORTH CAROLINA
           (Charlotte, North Carolina)  Transfer Agent
By                                       and Registrar


                                     Authorized Signature
{End of sideways printing.}
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                    MERRY LAND & INVESTMENT COMPANY, INC.

     THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER, UPON REQUEST AND
WITHOUT CAUSE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS,
PREFERENCES, RESTRICTIONS ON TRANSFER AND LIMITATIONS OF THE SHARES OF EACH
CLASS AND SERIES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RELATIVE
RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED STOCK
SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED.

     The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

     TEN COM -- as tenants in common
     UNIF GIFT MIN ACT -- __________ Custodian __________
                            (Qual)               (Minor)
                          under Uniform Gifts to Minors Act _______________
                                                                (State)
     TEN ENT -- as tenants by the entireties
     JT TEN  -- as joint tenants with right of survivorship
                and not as tenants in common

   Additional abbreviations may also be used though not in the above list.



For value received, _____ hereby sell, assign and transfer unto

Please Insert Social
Security Number of
Assignee
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          Please Print or Typewrite Name and Address Including
                       Postal Zip Code of Assignee

_________________________________________________________________

_________________________________________________________________

__________________________________________________________ Shares
of the Series C Cumulative Convertible Preferred Stock
represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________________________ Attorney
to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ____________________

               __________________________________________________
     NOTICE:   The Signature to this Assignment must Correspond
               with the Name as Written upon the Face of the
               Certificate in Every Particular, Without
               Alteration or Enlargement, or Any Change Whatever.




   SIGNATURE(S) GUARANTEED:  ___________________________________
                             THE SIGNATURE(S) SHOULD BE
                             GUARANTEED BY AN ELIGIBLE GUARANTOR
                             INSTITUTION (BANKS, STOCKBROKERS,
                             SAVINGS AND LOAN ASSOCIATIONS AND
                             CREDIT UNIONS WITH MEMBERSHIP IN AN
                             APPROVED SIGNATURE GUARANTEE
                             MEDALLION PROGRAM), PURSUANT TO
                             S.E.C. RULE 17Ad-15.








KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN,
MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.