IRT PROPERTY CO
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                                                                    EXHIBIT 10.3

                              IRT PROPERTY COMPANY

                        RESTRICTED STOCK AWARD AGREEMENT

     IRT  Property  Company  (the "Company") hereby grants to James G. Levy (the
"Executive")  40,000  shares  of  the  Company's  $1.00  par  value common stock
("Common  Stock")  set  forth  herein  ("Restricted  Stock") pursuant to the IRT
Property Company 1998 Long-Term Incentive Plan, and the Executive hereby accepts
such  grant  upon  such  terms  and  conditions.  Capitalized terms used but not
defined  herein  shall  have  the  meanings  specified  in  the  Plan.

     RESTRICTED  STOCK  GRANT

Number  of  shares  of  Restricted  Stock  granted:     40,000
Date  of  Grant:                                        May  30,  2002
Vesting  Date(s)  of  Restricted  Stock:                10%  on  June  1,  2002
                                                        20%  on  June  1,  2003
                                                        30%  on  June  1,  2004
                                                        40%  on  June  1,  2005


Restrictions  applicable  to  Restricted  Stock:

     (a)     The  Restricted  Stock  is  subject  to  each  of  the  following
restrictions.  The  term  "Restricted Shares" means those shares of Common Stock
which  are subject to the restrictions imposed hereunder which restrictions have
not  then  expired  or  terminated.  The  Restricted  Shares  may  not  be sold,
transferred,  exchanged,  pledged, encumbered, or hypothecated to or in favor of
any  party,  other  than the Company or a Subsidiary, or be subject to any lien,
pledge,  hypothecation,  security  interest,  obligation,  or  liability  of the
Executive  to  any  other party, other than the Company or a Subsidiary.  If the
Executive's  employment with the Company or any Subsidiary is terminated for any
reason other than death, Disability, or as provided in paragraph (b) below, then
the Executive shall forfeit all of the Executive's right, title, and interest in
and  to  the Restricted Shares as of the date Executive's employment terminates,
and  such  Restricted  Shares  shall  automatically be reconveyed to the Company
without  further  consideration  or  any  act  or  action by the Executive.  The
restrictions  imposed  under  this  paragraph  (a)  shall apply to all shares of
Common  Stock  or  other  securities issued with respect to the Restricted Stock
hereunder  in  accordance  with  Article  14  of  the  Plan.

     (b)     The  restrictions  imposed under paragraph (a) above will expire on
respective  vesting dates shown above, and the period between the grant date and
the  date  that  the respective restrictions expire is referred to herein as the
"Restricted  Period".  For  example,  if on May 31, 2002 the Executive has since
the  grant  date  been  in the continuous employ of the Company or a Subsidiary,
4,000  shares  will  vest and no longer be Restricted Shares that are subject to
forfeiture.  The  foregoing  and  paragraph  (a) notwithstanding, all Restricted
Shares  held  by  the  Executive  shall  immediately  vest (i) upon the death or
Disability of the Executive, (ii) upon the Executive's termination of employment
without cause or for "good reason" pursuant to Section 7(a)(iii) of that certain
Employment  Agreement  by and between the Company and the Executive, dated as of
May 30, 2002 (the "Employment Agreement"), or (iii) upon any action of the Board
of  Directors or the Compensation Committee to vest such shares earlier than the
scheduled  vesting  date.  For  purposes  hereof,  "Disability"  shall  mean the
absence  of  the  Executive  from  the  Executive's duties with the Company on a
full-time basis for 180 consecutive days as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a physician
selected  by  the Company or its insurers and acceptable to the Executive or the
Executive's  legal  representative.

     (c)     The  shares  of  Common  Stock  will  be  issued in the name of the
Executive  as  Restricted  Stock,  and the certificates representing such shares
will  be held by the Company during the Restricted Period until vested and until
released  from  any  pledge  of  such  shares  of  Common  Stock of the Company.

     (d)     The  Executive,  as  the beneficial owner of the Restricted Shares,
shall have full voting and dividend rights with respect to the Restricted Shares
during  the  Restricted  Period.

     (e)     Certificates representing shares of Restricted Stock shall bear the
following  legend:

THE SHARES ARE SUBJECT TO A RESTRICTED STOCK AWARD AGREEMENT DATED AS OF May 30,
2002  (THE "AWARD AGREEMENT"), AND NO SHARES NOR ANY RIGHTS OR INTERESTS THEREIN
MAY  BE  SOLD,  EXCHANGED,  PLEDGED,  HYPOTHECATED,  OR OTHERWISE TRANSFERRED OR
DISPOSED  OF  EXCEPT  IN  ACCORDANCE  WITH  THE  AWARD  AGREEMENT.

       ******************************************************************

The  following  additional terms shall apply to this Restricted Stock Agreement:

     1.     TAX  WITHHOLDING.  Prior  to  the  delivery  of  any  certificate or
certificates for shares acquired upon the vesting of Restricted Stock hereunder,
the  Executive must satisfy federal, state and local withholding tax obligations
by  either  (a)  delivering  to the Company whole shares of Common Stock, or (b)
directing  the  Company  to withhold certain of such shares, or (c) remitting to
the Company a sufficient amount of cash to satisfy the withholding requirements.
No  election  to  satisfy withholding under (a) or (b) shall be effective unless
approved  by  the Board of Directors of the Company, in its sole discretion.  If
withholding  is  to  be satisfied under either (a) or (b), the Common Stock used
for  payment  shall have a Fair Market Value (as determined by the Board) on the
date  of delivery or withholding, which shall be the date the withholding tax is
determined,  equal  to  the  minimum  amount  of  the taxes to be withheld.  Any
election  by  the Executive to satisfy withholding under (a) or (b) must be made
in  writing, signed by the Executive and delivered by the Executive prior to the
date  the amount of the withholding tax is determined, and shall be irrevocable.
The  portion  of  any  withholding tax represented by a fractional share must be
paid  in  cash.  The  obligations  of  the  Company under this Agreement will be
conditional  on  such  payment  or  arrangements,  and  the  Company, and, where
applicable,  its  Subsidiaries  will,  to  the extent permitted by law, have the
right  to  deduct  any  such  withholding  amounts  from any payment of any kind
otherwise  due  to  the  Executive.

     2.     PAYMENT  OF WITHHOLDING OBLIGATIONS.  Prior to the delivery of stock
certificates to the Executive pursuant to vesting of shares of Restricted Stock,
the  Executive shall deliver to the Company his check and/or a stock certificate
registered  in  the name of the Executive duly assigned to the Company (with the
assignment  guaranteed  by  a  bank,  trust company, member firm of the New York
Stock  Exchange ("NYSE") or other participant in a Signature Guarantee Medallion
Program),  or  directions  for  withholding  of shares (as applicable) which the
Board  of  Directors  has  permitted  the  Executive  to transfer for satisfying
federal  and  state  withholding  tax  obligations.

     3.     NO  RIGHT  OF CONTINUED EMPLOYMENT.  Nothing in this Agreement shall
interfere  with  or  limit  in any way the right of the Company or Subsidiary to
terminate  the Executive's employment at any time, nor confer upon the Executive
any  right to continue in the employ of the Company or any Parent or Subsidiary.
This  Agreement  is not intended to, nor shall it effect any change in the terms
or  interpretation  of any employment or change in control agreement between the
Company  or  any  Subsidiary  and  the  Executive.

     4.     DELIVERY  OF SHARES.  Certificates representing the shares of Common
Stock  will  be delivered by the Company to the Executive as soon as practicable
after  vesting  of  the  Restricted  Stock and any release from pledge, but such
delivery  may  be  postponed  for such period as may be required for the Company
with  reasonable  diligence  to  comply if deemed advisable by the Company, with
registration  requirements  under  the  1933 Act, listing requirements under the
rules  of  the  NYSE, applicable withholding requirements and requirements under
any  other  law  or  regulation  applicable  to the issuance or transfer of such
shares.

     5.     SUCCESSORS.  This  Agreement  shall be binding upon and inure to the
benefit  of  the  Parties'  respective  permitted  successors  and  assigns,  in
accordance  with  the  terms  of  this  Restricted  Stock  Award  Agreement.

     6.     PLAN  CONTROLS.  The  terms  contained  in the Plan are incorporated
into  and made a part of this Agreement, and this Agreement shall be governed by
and  construed  in  accordance  with  the  Plan.  In  the event of any actual or
alleged  conflict  between the provisions of the Plan and the provisions of this
Agreement,  the  provisions  of the Plan shall be controlling and determinative.

     7.     MISCELLANEOUS.  This Agreement shall be governed by and construed in
accordance  with  the  laws  of  the State of Georgia.  All shares of Restricted
Stock,  and  shares  of  Common Stock resulting after the Restricted Period from
such  shares  of  Restricted  Stock are hereby pledged to secure the Executive's
obligations  under a Secured Promissory Note and a Pledge Agreement of even date
herewith  and all certificates representing all such shares shall be held by the
Company  until  all  of the Executive's obligations under the Secured Promissory
Note  and  Pledge  Agreement have been irrevocably paid in full, or otherwise in
the  Company's  sole  discretion, as and to the extent such shares are released.


                      [signatures appear on following page]
<PAGE>


IN  WITNESS  WHEREOF,  IRT  Property  Company,  acting  by  and through its duly
authorized officers, has caused this Agreement to be executed, and the Executive
has  executed  this  Agreement,  all  as  of  May  30,  2002.


                           IRT  PROPERTY  COMPANY


                           By: /s/  Thomas H. McAuley
                              -----------------------
                           Name:  Thomas  H.  McAuley
                           Date:    May  30,  2002

     As  of  May  30,  2002, I hereby accept the above Restricted Stock grant in
accordance  with  and  subject  to the terms and conditions set forth above, and
pledge  all such Restricted Stock to the Company, and I agree that any shares of
Common  Stock,  together  with  all  substitutions  and  replacements  therefore
received  by me hereunder will not be sold or otherwise disposed of by me except
in  a  manner  in compliance with applicable securities laws.  I agree to notify
the Company at least five business days in advance of any proposed sale or other
disposition of any such shares following the vesting thereof and as permitted by
the  Pledge  Agreement.


                                    /s/  James G. Levy
                                    ------------------
                                    Executive



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</DOCUMENT>
