SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                         ------------------------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported)  May 23, 2002
                                                         --------------


                              IRT PROPERTY COMPANY
                              --------------------
               (Exact Name of Registrant as Specified in Charter)


          Georgia                     1-7859         58-1366611
  ----------------------------     ------------  -------------------
  (State or Other Jurisdiction     (Commission     (IRS Employer
        of Incorporation)          File Number)  Identification No.)


  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
                                                         --------------


ITEM  4.  Changes  in  Registrant's  Certifying  Accountant

     On  May  17,  2002,  the  Board  of  Directors of IRT Property Company (the
"Company"),  upon  the recommendation of the Company's Audit Committee, approved
the replacement of Arthur Andersen LLP as the Company's independent auditors and
engaged Deloitte & Touche LLP to serve as the Company's independent auditors for
the  fiscal  year  ended  December  31,  2002.

     During  the  fiscal  years ended December 31, 2001 and 2000 and through the
date  of  this  report,  there  were  and have been no disagreements with Arthur
Andersen  LLP  on  any  matter  of  accounting  principle or practice, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of Arthur Andersen LLP, would have caused them
to  make  reference to the subject matter of the disagreement in connection with
their  reports  for  such  periods.

     The  audit  reports  of  Arthur  Andersen LLP on the Company's consolidated
financial  statements as of and for the fiscal years ended December 31, 2001 and
2000 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified  or  modified as to uncertainty, audit scope or accounting principles.

     None  of  the  reportable  events  described under Item 304(a)(1)(v) of the
Securities  and  Exchange  Commission's  Regulation  S-K  occurred  within  the
Company's  two  most  recent  fiscal  years  ended December 31, 2001 and 2000 or
through  the  date  hereof.

     The  Company  has provided Arthur Andersen LLP with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen LLP's letter,
dated  May  23,  2002,  stating  its  agreement  with  such  disclosures.

     During  the  fiscal  years ended December 31, 2001 and 2000 and through the
date  hereof, the Company did not consult Deloitte & Touche LLP regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)  Exhibits  and  Financial  Statements.

     16.1  Letter  from  Arthur  Andersen LLP  to  the  Securities  and Exchange
     Commission  dated  May  23,  2002.

     99.1  Press  release  dated  May  23,  2002.



                              SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                            IRT  PROPERTY  COMPANY


Date:     May  23,  2002               By:  /s/  James  G.  Levy
                                           --------------------
                                           Name:   James  G.  Levy
                                           Title:  Executive  Vice President and
                                                   Chief  Financial  Officer