content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 31, 1997
                                               Registration No. 333-
                                                                    --------------
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            --------------------------
  
                                    FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        WALDEN RESIDENTIAL PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               MARYLAND                                    75-2506197
     (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
             ONE LINCOLN CENTRE                              75240
         5400 LBJ FREEWAY, SUITE 400                       (Zip Code)
               DALLAS, TEXAS
  (Address of Principal Executive Offices)
  
                  WALDEN RESIDENTIAL PROPERTIES, INC. 401(K) PLAN
                              (Full Title of the Plan)
  
                                   DON R. DASEKE
                        WALDEN RESIDENTIAL PROPERTIES, INC.
                                 ONE LINCOLN CENTRE
                            5400 LBJ FREEWAY, SUITE 400
                               DALLAS, TEXAS   75240
                      (Name and Address of Agent For Service)
                                   (972) 788-0510
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
  
                                  KENNETH L. BETTS
                          WINSTEAD SECHREST & MINICK P.C.
                                  1201 ELM STREET
                                     SUITE 5400
                               DALLAS, TEXAS   75270
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =============================================================================================================
                                                    Proposed               Proposed
          Title of              Amount              Maximum                Maximum
      Securities to be          to be           Offering Price            Aggregate              Amount of
       Registered(1)          Registered         Per Share(1)         Offering Price(2)     Registration Fee(3)
  -------------------------------------------------------------------------------------------------------------
   <S>                           <C>                  <C>                 <C>                     <C>
   Common Stock, par             N/A                  N/A                 $5,000,000              $1,516
   value $.01 par share
  =============================================================================================================
  </TABLE>
  
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement covers an indeterminate amount
         of interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  (2)    Estimated solely for the purposes of calculating the registration fee.
  (3)    Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as
         amended.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  1.     PLAN INFORMATION.*
  
  2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  ----------
  
  *      Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I of
         Form S-8.
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed below hereby are incorporated by reference into
  this registration statement on Form S-8 (the "Registration Statement").  All
  documents and reports subsequently filed by Walden Residential Properties, Inc.
  (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
  date of this Registration Statement and before the filing of a post-effective
  amendment to the Registration Statement which indicates that all shares of the
  Company's common stock offered hereunder have been sold or which deregisters
  all such shares then remaining unsold shall be deemed to be incorporated herein
  by reference and to be a part hereof from the date of filing of such documents.
  
           1.               The Company's Annual Report on Form 10-K for the
                            fiscal year ended December 31, 1996 and
  
           2.               The description of the Company's common stock
                            contained in the registration statement on Form 8-A
                            under the Exchange Act filed by the Company with the
                            Commission on November 19, 1993.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not required.  The Registrant's Common Stock has been registered under
  Section 12 of the Exchange Act.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Articles of Incorporation, as amended (the "Articles of
  Incorporation"), provide certain limitations on the liability of the Company's
  directors and officers for monetary damages to the Company.  The Articles of
  Incorporation obligate the Company to indemnify its directors and officers, and
  permit the Company to indemnify its employees and other agents, against certain
  liabilities incurred in connection with their service in such capacities.
  These provisions could reduce the legal remedies available to the Company and
  the stockholders against these individuals.
  
           The Articles of Incorporation require the Company to indemnify (a) the
  Company's directors and officers whether serving the Company or at its request
  any other entity who have
  
  
  
  
  
                                       II-1
  <PAGE>   4
  been successful, on the merits or otherwise, in the defense of a proceeding to
  which he was made a party by reason of his service in that capacity, against
  reasonable expenses incurred by him in connection with the proceeding unless it
  is established that (i) his act or omission was material to the matter giving
  rise to the proceeding and was committed in bad faith or was the result of
  active and deliberate dishonesty, (ii) he actually received an improper
  personal benefit in money, property or services or (iii) in the case of a
  criminal proceeding, he had reasonable cause to believe that his act or
  omission was unlawful and (b) other employees and agents of the Company to such
  extent as shall be authorized by the Board of Directors or the Company's Bylaws
  and be permitted by law.  In addition, the Articles of Incorporation require
  the Company to pay or reimburse, in advance of the final disposition of a
  proceeding, reasonable expenses incurred by a director or officer who is a
  party to a proceeding under procedures provided for under the Maryland General
  Corporation Law (the "MGCL").  The Company's Bylaws also permit the Company to
  provide such other and further indemnification or payment or reimbursement of
  expenses as the Board of Directors deems to be in the interest of the Company
  and as may be permitted by the MGCL for directors, officers and employees of
  Maryland corporations.
  
           The Company has entered into indemnification agreements with each of
  the Company's officers and directors.  The indemnification agreements require,
  among other things, that the Company indemnify its officers and directors to
  the fullest extent permitted by law and advance to the officers and directors
  all related expenses, subject to reimbursement if it is subsequently determined
  that indemnification is not permitted.  The Company must also indemnify and
  advance all expenses incurred by officers and directors seeking to enforce
  their rights under the indemnification agreements and cover officers and
  directors under the Company's directors' and officers' liability insurance.
  Although the indemnification agreements offer substantially the same scope of
  coverage afforded by law, it provides assurance to directors and officers that
  indemnification will be available because such contracts cannot be modified
  unilaterally in the future by the Board of Directors or the stockholders to
  eliminate the rights they provide.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5.1     Opinion of Winstead Sechrest & Minick P.C. regarding the
                   legality of the securities being registered.
  
           23.1    Consent of Deloitte & Touche LLP.
  
           23.2    Consent of Winstead Sechrest & Minick P.C. (included as part
                   of Exhibit 5.1).
  
           24.1    Power of Attorney (See Page II-5 of this Registration
                   Statement).
  
  
  
  
  
                                       II-2
  <PAGE>   5
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned registrant hereby undertakes:
  
           1.      To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                   (i)      to include any prospectus required by Section
           10(a)(3) of the Securities Act of 1933;
  
                   (ii)     to reflect in the prospectus any facts or events
           arising after the effective date of this Registration Statement (or
           the most recent post-effective amendment hereof) which, individually
           or in the aggregate, represent a fundamental change in the information
           set forth in this Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high and of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Securities Exchange Commission pursuant to
           Rule 424(b) if, in the aggregate, the changes in volume and price
           represent no more than 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration Fee"
           table in the effective registration statement;
  
                   (iii)    to include any material information with respect to
           the plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  
  
  
  
                                       II-3
  <PAGE>   6
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                       II-4
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 31, 1997.
  
                                          WALDEN RESIDENTIAL PROPERTIES, INC.
  
  
                                          By: /s/ Don R. Daseke
                                              -----------------------------------
                                              Name:  Don R. Daseke
                                              Title: Chairman of the Board and
                                                     Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Don R. Daseke and Mark S.
  Dillinger, or either of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution, for him and on his behalf and in his name,
  place and stead, in any and all capacities, to sign, execute, and file any and
  all documents relating to this Registration Statement, including any and all
  amendments, post-effective amendments, abbreviated registration statements
  pursuant to Rule 462 under the Securities Act of 1933, exhibits and supplements
  thereto, with any regulatory authority, granting unto said attorneys, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as the undersigned
  might or could do if personally present, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done.
  
  <TABLE>
  <CAPTION>
        Signature                                    Capacity                                 Date
        ---------                                    --------                                 ----
  <S>                                      <C>                                         <C>
         /s/ Don R. Daseke                 Chairman of the Board,                      March 31, 1997
  ------------------------------------     Chief Executive Officer and
  Don R. Daseke                            Director (Principal Executive Officer)
  
  
  
         /s/ Mark S. Dillinger             Executive Vice President and                March 31, 1997
  -------------------------------------    Chief Financial Officer
  Mark S. Dillinger                        (Principal Financial Officer and
                                           Principal Accounting Officer)
  
  
         /s/ Marshall B. Edwards           President and Chief Acquisitions Officer    March 31, 1997
  -----------------------------------
  Marshall B. Edwards
  
  
         /s/ Linda Walker Bynoe            Director                                    March 31, 1997
  ---------------------------------
  Linda Walker Bynoe
  </TABLE>
  
  
  
  
  
                                       II-5
  <PAGE>   8
  
  <TABLE>
  <S>                                      <C>                                         <C>
         /s/ Francesco Galesi              Director                                    March 31, 1997
  -------------------------------------
  Francesco Galesi
  
  
         /s/ Arch K. Jacobson              Director                                    March 31, 1997
  ------------------------------------
  Arch K. Jacobson
  
  
          /s/ Louis G. Munin               Director                                    March 31, 1997
  -----------------------------------
  Louis G. Munin
  
  
          /s/ J. Otis Winters              Director                                    March 31, 1997
  --------------------------------------
  J. Otis Winters
  </TABLE>
  
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
  trustees of the Walden Residential Properties, Inc. 401(k) Plan have duly
  caused this Registration Statement to be signed on behalf of the Plan by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on March 31, 1997.
  
  
                                                    /s/ Don R. Daseke
                                          ---------------------------------------
                                          Don R. Daseke
  
  
  
                                                   /s/ Mark S. Dillinger
                                          ---------------------------------------
                                          Mark S. Dillinger
  
  
  
  
  
                                       II-6
  <PAGE>   9
                                  EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
                                                             Sequentially Numbered
  Exhibit Number         Description                                 Pages
  --------------         -----------                                 -----
     <S>                 <C>
     5.1                 Opinion of Winstead Sechrest &
                         Minick P.C. regarding the
                         validity of the securities being
                         registered.
  
     23.1                Consent of Deloitte & Touche LLP.
  
     23.2                Consent of Winstead Sechrest &
                         Minick P.C. (included as part of
                         Exhibit 5.1).
  
     24.1                Power of Attorney (See Page II-5
                         of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19471}]
metadata_filer: {"company-data": {"conformed-name": "WALDEN RESIDENTIAL PROPERTIES INC", "cik": "0000913280", "assigned-sic": "6798", "irs-number": "752506197", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24247", "film-number": "97571069"}, "business-address": {"street1": "5400 LBJ FREEWAY STE 400", "street2": "C/O ONE LINCOLN CENTRE", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2147880510"}, "mail-address": {"street1": "ONE LINCOLN CENTRE", "street2": "5400 LBJ FREEWAY LB45 SUITE 400", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
       As filed with the Securities and Exchange Commission on March 31, 1997
                                               Registration No. 333-
                                                                    --------------
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            --------------------------
  
                                    FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        WALDEN RESIDENTIAL PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               MARYLAND                                    75-2506197
     (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
             ONE LINCOLN CENTRE                              75240
         5400 LBJ FREEWAY, SUITE 400                       (Zip Code)
               DALLAS, TEXAS
  (Address of Principal Executive Offices)
  
                  WALDEN RESIDENTIAL PROPERTIES, INC. 401(K) PLAN
                              (Full Title of the Plan)
  
                                   DON R. DASEKE
                        WALDEN RESIDENTIAL PROPERTIES, INC.
                                 ONE LINCOLN CENTRE
                            5400 LBJ FREEWAY, SUITE 400
                               DALLAS, TEXAS   75240
                      (Name and Address of Agent For Service)
                                   (972) 788-0510
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
  
                                  KENNETH L. BETTS
                          WINSTEAD SECHREST & MINICK P.C.
                                  1201 ELM STREET
                                     SUITE 5400
                               DALLAS, TEXAS   75270
  
                          CALCULATION OF REGISTRATION FEE
  =============================================================================================================
                                                    Proposed               Proposed
          Title of              Amount              Maximum                Maximum
      Securities to be          to be           Offering Price            Aggregate              Amount of
       Registered(1)          Registered         Per Share(1)         Offering Price(2)     Registration Fee(3)
  -------------------------------------------------------------------------------------------------------------
  Common Stock, par             N/A                  N/A                 $5,000,000              $1,516
   value $.01 par share
  =============================================================================================================
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement covers an indeterminate amount
         of interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  (2)    Estimated solely for the purposes of calculating the registration fee.
  (3)    Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as
         amended.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  1.     PLAN INFORMATION.*
  
  2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  ----------
  
  *      Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I of
         Form S-8.
  
                                        I-1
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed below hereby are incorporated by reference into
  this registration statement on Form S-8 (the "Registration Statement").  All
  documents and reports subsequently filed by Walden Residential Properties, Inc.
  (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
  date of this Registration Statement and before the filing of a post-effective
  amendment to the Registration Statement which indicates that all shares of the
  Company's common stock offered hereunder have been sold or which deregisters
  all such shares then remaining unsold shall be deemed to be incorporated herein
  by reference and to be a part hereof from the date of filing of such documents.
  
           1.               The Company's Annual Report on Form 10-K for the
                            fiscal year ended December 31, 1996 and
  
           2.               The description of the Company's common stock
                            contained in the registration statement on Form 8-A
                            under the Exchange Act filed by the Company with the
                            Commission on November 19, 1993.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not required.  The Registrant's Common Stock has been registered under
  Section 12 of the Exchange Act.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Articles of Incorporation, as amended (the "Articles of
  Incorporation"), provide certain limitations on the liability of the Company's
  directors and officers for monetary damages to the Company.  The Articles of
  Incorporation obligate the Company to indemnify its directors and officers, and
  permit the Company to indemnify its employees and other agents, against certain
  liabilities incurred in connection with their service in such capacities.
  These provisions could reduce the legal remedies available to the Company and
  the stockholders against these individuals.
  
           The Articles of Incorporation require the Company to indemnify (a) the
  Company's directors and officers whether serving the Company or at its request
  any other entity who have
  
                                       II-1
  4
  been successful, on the merits or otherwise, in the defense of a proceeding to
  which he was made a party by reason of his service in that capacity, against
  reasonable expenses incurred by him in connection with the proceeding unless it
  is established that (i) his act or omission was material to the matter giving
  rise to the proceeding and was committed in bad faith or was the result of
  active and deliberate dishonesty, (ii) he actually received an improper
  personal benefit in money, property or services or (iii) in the case of a
  criminal proceeding, he had reasonable cause to believe that his act or
  omission was unlawful and (b) other employees and agents of the Company to such
  extent as shall be authorized by the Board of Directors or the Company's Bylaws
  and be permitted by law.  In addition, the Articles of Incorporation require
  the Company to pay or reimburse, in advance of the final disposition of a
  proceeding, reasonable expenses incurred by a director or officer who is a
  party to a proceeding under procedures provided for under the Maryland General
  Corporation Law (the "MGCL").  The Company's Bylaws also permit the Company to
  provide such other and further indemnification or payment or reimbursement of
  expenses as the Board of Directors deems to be in the interest of the Company
  and as may be permitted by the MGCL for directors, officers and employees of
  Maryland corporations.
  
           The Company has entered into indemnification agreements with each of
  the Company's officers and directors.  The indemnification agreements require,
  among other things, that the Company indemnify its officers and directors to
  the fullest extent permitted by law and advance to the officers and directors
  all related expenses, subject to reimbursement if it is subsequently determined
  that indemnification is not permitted.  The Company must also indemnify and
  advance all expenses incurred by officers and directors seeking to enforce
  their rights under the indemnification agreements and cover officers and
  directors under the Company's directors' and officers' liability insurance.
  Although the indemnification agreements offer substantially the same scope of
  coverage afforded by law, it provides assurance to directors and officers that
  indemnification will be available because such contracts cannot be modified
  unilaterally in the future by the Board of Directors or the stockholders to
  eliminate the rights they provide.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5.1     Opinion of Winstead Sechrest & Minick P.C. regarding the
                   legality of the securities being registered.
  
           23.1    Consent of Deloitte & Touche LLP.
  
           23.2    Consent of Winstead Sechrest & Minick P.C. (included as part
                   of Exhibit 5.1).
  
           24.1    Power of Attorney (See Page II-5 of this Registration
                   Statement).
  
                                       II-2
  5
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned registrant hereby undertakes:
  
           1.      To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                   (i)      to include any prospectus required by Section
           10(a)(3) of the Securities Act of 1933;
  
                   (ii)     to reflect in the prospectus any facts or events
           arising after the effective date of this Registration Statement (or
           the most recent post-effective amendment hereof) which, individually
           or in the aggregate, represent a fundamental change in the information
           set forth in this Registration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high and of
           the estimated maximum offering range may be reflected in the form of
           prospectus filed with the Securities Exchange Commission pursuant to
           Rule 424(b) if, in the aggregate, the changes in volume and price
           represent no more than 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration Fee"
           table in the effective registration statement;
  
                   (iii)    to include any material information with respect to
           the plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
                                       II-3
  6
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                       II-4
  7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on March 31, 1997.
  
                                          WALDEN RESIDENTIAL PROPERTIES, INC.
  
                                          By: /s/ Don R. Daseke
                                              -----------------------------------
                                              Name:  Don R. Daseke
                                              Title: Chairman of the Board and
                                                     Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Don R. Daseke and Mark S.
  Dillinger, or either of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution, for him and on his behalf and in his name,
  place and stead, in any and all capacities, to sign, execute, and file any and
  all documents relating to this Registration Statement, including any and all
  amendments, post-effective amendments, abbreviated registration statements
  pursuant to Rule 462 under the Securities Act of 1933, exhibits and supplements
  thereto, with any regulatory authority, granting unto said attorneys, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as the undersigned
  might or could do if personally present, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done.
  Signature                                    Capacity                                 Date
        ---------                                    --------                                 ----
  /s/ Don R. Daseke                 Chairman of the Board,                      March 31, 1997
  ------------------------------------     Chief Executive Officer and
  Don R. Daseke                            Director (Principal Executive Officer)
  
         /s/ Mark S. Dillinger             Executive Vice President and                March 31, 1997
  -------------------------------------    Chief Financial Officer
  Mark S. Dillinger                        (Principal Financial Officer and
                                           Principal Accounting Officer)
  
         /s/ Marshall B. Edwards           President and Chief Acquisitions Officer    March 31, 1997
  -----------------------------------
  Marshall B. Edwards
  
         /s/ Linda Walker Bynoe            Director                                    March 31, 1997
  ---------------------------------
  Linda Walker Bynoe
  II-5
  8
  /s/ Francesco Galesi              Director                                    March 31, 1997
  -------------------------------------
  Francesco Galesi
  
         /s/ Arch K. Jacobson              Director                                    March 31, 1997
  ------------------------------------
  Arch K. Jacobson
  
          /s/ Louis G. Munin               Director                                    March 31, 1997
  -----------------------------------
  Louis G. Munin
  
          /s/ J. Otis Winters              Director                                    March 31, 1997
  --------------------------------------
  J. Otis Winters
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
  trustees of the Walden Residential Properties, Inc. 401(k) Plan have duly
  caused this Registration Statement to be signed on behalf of the Plan by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on March 31, 1997.
  
                                                    /s/ Don R. Daseke
                                          ---------------------------------------
                                          Don R. Daseke
  
                                                   /s/ Mark S. Dillinger
                                          ---------------------------------------
                                          Mark S. Dillinger
  
                                       II-6
  9
                                  EXHIBIT INDEX
  Sequentially Numbered
  Exhibit Number         Description                                 Pages
  --------------         -----------                                 -----
  5.1                 Opinion of Winstead Sechrest &
                         Minick P.C. regarding the
                         validity of the securities being
                         registered.
  
     23.1                Consent of Deloitte & Touche LLP.
  
     23.2                Consent of Winstead Sechrest &
                         Minick P.C. (included as part of
                         Exhibit 5.1).
  
     24.1                Power of Attorney (See Page II-5
                         of this Registration Statement).