REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

Exhibit 99.1

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

        This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of June 17, 2004 by and between GABLES RESIDENTIAL TRUST , a Maryland real estate investment trust (the "Company"), and each of the persons who are signatories hereto (each, a "Holder").

        WHEREAS, each Holder on this day acquired the number of units (such Holder's "Units" ) of limited partnership interest ("Units") in GABLES REALTY LIMITED PARTNERSHIP , a Delaware limited partnership (the "Partnership"), set forth next to such Holder's name on Schedule "A" hereto; and

        WHEREAS, under the Seventh Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 31, 2003 (the " Partnership Agreement"), holders of Units may present such Units to the Operating Partnership for redemption, and any Units so presented may be acquired by the Company, at the Company's option, for cash or common shares of beneficial interest, par value $.01 per share ("Common Shares"), of the Company; and

        WHEREAS, the Acquired Units of each Holder were issued this day in connection with the acquisition by the Operating Partnership of certain property from Holder, and in partial consideration of the transaction relating to the Units acquired this day by the Holders, the Company, which owns a majority interest in the Operating Partnership, has agreed to provide the Holders with registration rights with respect to Common Shares, subject to the terms and conditions provided herein; and

        WHEREAS, pursuant to the terms of that certain Contribution Agreement dated as of December 12, 2003 by and among the Operating Partnership and the Holders (the "Contribution Agreement"), it is a condition to the obligations of the Holders that the Company grant certain registration rights to the Holders with respect to the Common Shares issuable on account of Acquired Units and to be received by Holders pursuant to any exchange of Partnership Units for Common Shares, whether by exercise of a redemption right or otherwise;

        NOW, THEREFORE, in consideration of the foregoing, the mutual promises and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Certain Definitions.

        As used in this Agreement, in addition to the other terms defined herein, the following capitalized defined terms shall have the following meanings:

        "Affiliate" shall mean a Person that directly, or indirectly though one or more intermediaries, controls, is controlled by, or is under common control with a specified Person.

        "Common Shares" shall mean the common stock, par value $.01 per share, of the Company.

        "Company" shall have the meaning set forth in the preamble to this Agreement.

        "Company Offering" shall have the meaning set forth in Section 7(c) hereof.

        "Contribution Agreement" shall have the meaning set forth in the preamble to this Agreement.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Filing Date" shall have the meaning set forth in Section 2(a) hereof.

        "Holder" or "Holders" shall have the meaning set forth in the preamble to this Agreement.

        "Indemnitee" shall have the meaning set forth in Section 5 hereof.

        "Issuance Registration Expiration Date" shall have the meaning set forth in Section 2(a) hereof.

        "Issuance Registration Statement" shall have the meaning set forth in Section 2(a) hereof.

        "Lock-up Period" shall have the meaning set forth in Section 1 hereof.

        "NASD" shall mean the National Association of Securities Dealers, Inc.

        "NYSE" shall mean the New York Stock Exchange.

        "Offering Blackout Period" shall have the meaning set forth in Section 7(c) hereof.

        "Partnership" shall have the meaning set forth in the recitals to this Agreement.

        "Person" shall mean an individual, partnership, corporation, trust, or unincorporated organization, or a government or agency or political subdivision thereof.

        "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

        "Registrable Shares" shall mean all Shares of any Holder, excluding (i) Shares for which a Registration Statement relating to the issuance or sale thereof shall have become effective under the Securities Act and which have been issued or disposed of, as applicable, under such Registration Statement, (ii) Shares sold pursuant to Rule 144 or (iii) Shares eligible for sale pursuant to Rule 144(k) (or any successor provision). For clarification, it is understood that once Shares have been issued to a Holder under an effective Registration Statement, such Shares are no longer Registrable Shares no matter who holds such Shares, and, accordingly, neither the Holder nor any subsequent holder (whether or not such holder is an Affiliate of the Company) of such Shares has any further registration rights with respect to such Shares under this Agreement.

        "Registration Expenses" shall mean any and all expenses incident to the performance of or compliance with this Agreement, including without limitation: (i) all registration and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange; (iii) fees and expenses with respect to filings required to be made with the NYSE or the NASD; (iv) fees and expenses of compliance with securities or "blue sky" laws (including reasonable fees and disbursements of counsel for the underwriters or holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (v) printing expenses, messenger, telephone and delivery expenses; (vi) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters); (vii) securities acts liability insurance, if the Company so desires; (viii) all internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); (ix) the expense of any annual audit; and (x) the fees and expenses of any person, including special experts, retained by the Company; provided , however , that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, or commissions attributable to the sale of such Registrable Shares, or any legal fees and expenses of counsel to any Holder and any underwriter engaged by any Holder.

        "Registration Statement" shall mean any registration statement of the Company which covers the issuance or resale of any of the Registrable Shares under the Securities Act on an appropriate form, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

        "Resale Shelf Registration Expiration Date" shall have the meaning set forth in Section 2(b) hereof.

        "Resale Shelf Registration Statement" shall have the meaning set forth in Section 2(b) hereof.

        "Rule 144" means Rule 144 under the Securities Act (or any successor provision).

        "SEC" shall mean the Securities and Exchange Commission.

        "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        "Shares" shall mean all Common Shares issued or issuable to all Holders upon redemption or in exchange for Units held by such Holders pursuant to the Partnership Agreement and any other Common Shares issued as a dividend with respect to, or in exchange for or in replacement of such Common Shares.

        "Suspension Event" shall have the meaning set forth in Section 7(b) hereof.

        "Units" shall mean the units of limited partner interests in the Partnership held by the Holders (or any other interests issued on account of those units as a result of a unit split, combination, distribution or other similar recapitalization event applying to all such units).

        1.     Lock-up Agreement.     Each Holder agrees that for one (1) year from the date of original issuance of the Units to such Holder, without the prior written consent of the Company, it will not pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise dispose of, directly or indirectly (collectively, "Dispose of"), any Units acquired by such Holder pursuant to the Contribution Agreement (the "Lock-up Period"); provided , however , that the foregoing shall not prevent any Holder from (i) negotiating for the sale of Units where neither the obligation to sell nor the obligation to buy becomes binding until the expiration of the Lock-up Period or (ii) delivering a Redemption Notice (as defined in the Partnership's partnership agreement) in respect of any Units during the last ten business days of the Lock-up Period (i.e. such that the redemption will not take place until the expiration of the Lock-up Period).

        2.     Registration.     

        (a)     Filing of Issuance Registration Statement.     Subject to the provisions of Section 2(b) below, the Company will file with the SEC a Registration Statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act, relating to the issuance to the Holders of Shares in exchange for the Units acquired pursuant to the Contribution Agreement, such filing to be made on a date (the "Filing Date") which is no earlier than two weeks before the expiration of the Lock-up Period and no later than the first day after the date of the expiration of the Lock-up Period; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company shall use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the SEC for all of the Registrable Shares covered thereby within ninety (90) days after the Filing Date. In the event that the Company is unable to cause such Issuance Registration Statement to be declared effective by the SEC within ninety (90) days following the Filing Date, then the provisions of Section 2(b) shall apply. Notwithstanding the availability of rights under Section 2(b), the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the SEC until such time as the Company shall file and have declared effective a Resale Shelf Registration Statement (as hereinafter defined) in accordance with Section 2(b). The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective until the date (the "Issuance Registration Expiration Date") which is the earlier of (i) the date on which all Holders have tendered their Units for redemption and the redemption price therefor (whether paid in cash or in Common Shares) has been delivered to the Holders or (ii) the date on which the Holders no longer hold any Units or Registrable Shares.

        (b)     Registration Statement Covering Resale of Common Shares.     In the event that, for any reason, the Company determines that (i) it is not desirable or feasible to file with the SEC an Issuance

Registration Statement, (ii) the Company is not prepared or is unable or it is impracticable to cause an Issuance Registration Statement to be declared effective by the SEC as provided in Section 2(a) within ninety (90) days following the Filing Date, or (iii) (except as otherwise permitted by Section 7) the Company is not prepared or is unable or it is impracticable to keep such Issuance Registration Statement continuously effective until the Issuance Registration Expiration Date, then, subject to the conditions set forth in this Agreement, at the written request of Holders holding a majority of the Registrable Shares covered by this Agreement, at any time after the expiration of the Lock-Up Period the Company shall cause to be filed, as soon as reasonably practicable after the date of such request, a Registration Statement on Form S-3 (a "Resale Shelf Registration Statement") under Rule 415 under the Securities Act relating to the sale by all Holders of all Registrable Shares in accordance with the terms hereof, and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC. The Company agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the "Resale Shelf Registration Expiration Date") which is the earlier of (a) the date on which all Registrable Shares have been disposed of by the Holders or (b) the date on which all Registrable Shares are eligible for sale pursuant to Rule 144(k) (or any successor provision). After the Company has filed the Resale Shelf Registration Statement, any obligation of the Company to file an Issuance Registration Statement pursuant to Section 2(a) above with respect to the Registrable Shares registered by the Resale Shelf Registration Statement shall be suspended for as long as the Resale Shelf Registration Statement remains effective.

        (c)     Notification and Distribution of Materials.     The Company shall notify the Holder of the effectiveness of any Registration Statement applicable to the Shares and shall furnish to the Holders such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Shares in the manner described in the Registration Statement.

        (d)     Amendments and Supplements.     The Company shall prepare and file with the SEC from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares until the earlier of (a) such time as all of the Registrable Shares have been issued or disposed of in accordance with the intended methods of disposition by the Holders or issuance by the Company as set forth in the Registration Statement or (b) the date on which the Registration Statement is no longer required to be effective under the terms of this Agreement. Upon twenty (20) business days' notice, the Company shall file any supplement or post-effective amendment to the Registration Statement with respect to the plan of distribution or a Holder's ownership interests in his, her or its Registrable Shares that is reasonably necessary to permit the sale of such Holder's Registrable Shares pursuant to the Registration Statement. The Company shall file any necessary listing applications or amendments to the existing applications to cause the Shares registered under any Registration Statement to be then listed or quoted on the NYSE or such other primary exchange or quotation system on which the Common Shares are then listed or quoted.

        (e)     Notice of Certain Events.     The Company shall promptly notify each Holder of, and confirm in writing, the filing of the Registration Statement or any Prospectus, amendment or supplement related thereto or any post-effective amendment to the Registration Statement and the effectiveness of any post-effective amendment.

        At any time when a Prospectus relating to the Registration Statement is required to be delivered under the Securities Act by a Holder to a transferee, the Company shall immediately notify the Holders of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In such event, the Company shall promptly

prepare and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of s