1
                                                                     EXHIBIT 4.1




                                                                                                                   
NUMBER                                                                                                    SHARES

COMMON STOCK                      MERRY LAND PROPERTIES, INC.                          CUSIP

                           INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA         SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                                                     
                    THIS CERTIFIES THAT




                     IS THE OWNER OF


                       FULLY PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF THE CAPITAL COMMON STOCK OF

                                                       CERTIFICATE OF STOCK

                        Merry Land Properties, 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. 


                        WITNESS, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

                     Dated


                          [SIG]                                                                         [SIG]         
                       SECRETARY                                                                       PRESIDENT


                                         [MERRY LAND SEAL]                         Countersigned and Registered:
                                                                                       FIRST UNION NATIONAL BANK              
                                                                                     (CHARLOTTE, NORTH CAROLINA)
                                                                                                                    TRANSFER AGENT
                                                                                                                     AND REGISTRAR
                                                                                   BY
                                                                                                              AUTHORIZED SIGNATURE

   2
                          MERRY LAND PROPERTIES, INC.

     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 ___________________
     TEN ENT - as tenants by the entireties                            (Cust)                       (Minor) 
     JT TEN  - as joint tenants with right                                   under Uniform Gifts to Minors               
               of survivorship and                                           Act ___________________
               not as tenants in common                                               (State)                   

                                                                      
    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 OR OTHER 
        IDENTIFYING NUMBER OF ASSIGNEE 
    [                                     ]


_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ Shares
of the capital 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 17A(d)-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.