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

                                  FORM 10-K/A

                                AMENDMENT NO. 1

              (X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

              For the Fiscal Year Ended       December 31, 1996
                                       -----------------------------

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

              For the Transition Period From            to
                                             -----------   ---------
     Commission File Number                                           1-7859
- --------------------------------------------------------------------------------

                            IRT PROPERTY COMPANY
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

          Georgia                                              58-1366611
- -------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

    200 Galleria Parkway, Suite 1400
            Atlanta, Georgia                                       30339
- ----------------------------------------                  ----------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:    (770) 955-4406
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange on
       Title of each class                             which registered
     ----------------------                        ------------------------
     Shares of Common Stock                        New York Stock Exchange
           $1 Par Value

Securities registered pursuant to Section 12(g) of the Act:    None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   X
               ------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No
                                              -----   ----

Based upon the assumption that directors and executive officers of the
registrant are not affiliates of the registrant, the aggregate market value of
the voting stock of the registrant held by nonaffiliates of the registrant at
February 21, 1997 was $355,650,720.  Presuming that such directors and
executive officers are affiliates of the registrant, the aggregate market value
of the voting stock of the registrant held by nonaffiliates of the registrant
at February 21, 1997 was $351,366,791.

31,968,604 shares of Common Stock, $1 Par Value, outstanding at February 21,
1997.

                      DOCUMENTS INCORPORATED BY REFERENCE

The information called for by Part III (Items 10, 11, 12 and 13) is
incorporated by reference to the registrant's definitive proxy statement to be
filed pursuant to Regulation 14A.

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                               AMENDMENT NO. 1


     The undersigned registrant hereby amends its Form 10-K for the fiscal year
ended December 31, 1996 by adding thereto Item 9 and Part III.



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Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.


     Not applicable.





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                                  PART III



     The information called for by Part III (Items 10, 11, 12, and 13) is
incorporated herein by reference to the Company's definitive proxy statement to
be filed pursuant to Regulation 14A, pursuant to General Instruction G(3) to
the Report on Form 10-K.






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                                  SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended and restated Form 10-K/A Amendment No.
1 to be signed on its behalf by the undersigned, thereunto duly authorized.


                                           IRT PROPERTY COMPANY



Date: March 26, 1997                       By: /s/Mary M. Thomas
                                              --------------------------
                                              Mary M. Thomas
                                              Executive Vice President &
                                              Chief Financial Officer