##### Table of Contents





UNITED STATESSECURITIES AND EXCHANGE
    COMMISSIONWashington, DC 20549
  Form 10-K
       
     POST PROPERTIES, INC.
 POST APARTMENT HOMES,
    L.P.
 (Exact name of registrants as
    specified in their charters)
 Georgia
    Georgia

58-155067558-2053632(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   4401 Northside Parkway,
    Suite 800, Atlanta, Georgia 30327
 (Address of principal executive
    office  zip code)
  (404) 846-5000
 (Registrants telephone
    number, including area code)
   Securities registered pursuant to
    section 12(b) of the Act:
  Title of each class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange81/2%
    Series A Cumulative

New York Stock ExchangeRedeemable Preferred Shares, $.01 par value75/8%
    Series B Cumulative

New York Stock ExchangeRedeemable Preferred Shares, $.01 par value   Securities registered pursuant to
    Section 12(g) of the Act: None
  Title of each class

Name of Each Exchange on Which RegisteredNone

None      Post Properties, Inc.


Yes



[X]



No



[  ]Post Apartment Homes, L.P.


Yes



[  ]



No



[X]     Post Properties, Inc.


Yes



[  ]



No



[X]Post Apartment Homes, L.P.


Yes



[  ]



No



[X]     Post Properties, Inc.


Yes



[X]



No



[  ]Post Apartment Homes, L.P.


Yes



[X]



No



[  ]   Regulation S-K Form 10-K Form 10-K.  [X]
    Rule 12b-2
  Post Properties, Inc.

Large Accelerated Filer

[X]

Accelerated Filer  [  ]Non-Accelerated Filer

[  ]

(Do not check if a smaller reporting company)  Smaller
    Reporting Company  [  ]Post Apartment Homes, L.P.

Large Accelerated Filer

[  ]

Accelerated Filer  [  ]Non-Accelerated Filer

[X]

(Do not check if a smaller reporting company)  Smaller
    Reporting Company  [  ]   Rule 12b-2
  Post Properties, Inc.


Yes



[  ]



No



[X]Post Apartment Homes, L.P.


Yes



[  ]



No



[X]    DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





TABLE OF
    CONTENTS
  FINANCIAL INFORMATION
  Item



PageNo.



No.PART I1.


Business


11A.


Risk Factors


81B.


Unresolved Staff Comments


162.


Properties


173.


Legal Proceedings


204.


Submission of Matters to a Vote of Security
    Holders


20X.


Executive Officers of the Registrant


20PART II5.


Market for Registrants Common Stock,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


216.


Selected Financial Data


237.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


257A.


Quantitative and Qualitative Disclosures about
    Market Risk


508.


Financial Statements and Supplementary Data


519.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


519A.


Controls and Procedures


519B.


Other Information


51PART III10.


Directors, Executive Officers and Corporate
    Governance


5211.


Executive Compensation


5212.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


5213.


Certain Relationships and Related Transactions,
    and Director Independence


5214.


Principal Accountant Fees and Services


52PART IV15.


Exhibits, Financial Statements and Schedules


53EX-10.8 AMENDED AND RESTATED EMPLOYEE STOCK PLANEX-10.12 MULTI-FAMILY NOTEEX-10.14 FORM OF CHANGE IN CONTROL AGREEMENTEX-10.15 FORM OF CHANGE IN CONTROL AGREEMENTEX-10.16 FORM OF CHANGE IN CONTROL AGREEMENTEX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF DELOITTE & TOUCHE LLP-POST PROPERTIES, INC.EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP - POST APARTMENT HOMES, L.P. AND POST PROPERTIES, INC.EX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP-POST PROPERTIES,INC.EX-23.4 CONSENT OF PREICEWATERHOUSECOOPERS LLP-POST APARTMENT HOMES, LLP AND POST PROPERTIES, INC.EX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFOEX-32.1 SECTION 906, CERTIFICATION OF THE CEOEX-32.2 SECTION 906, CERTIFICATION OF THE CFO




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS  The
    Company
  and/or lease-up.
    (404) 846-5000. ®
  The
    Operating Partnership




---



##### Table of Contents



Possible
    Business Combination
    Business
    Strategy
    Investment,
    Disposition and Acquisition Strategy
 ®
  ®
  124-acre
  ®
  Post®
    Brand Name Strategy
 ® ®




---



##### Table of Contents



on-site on-site
    tm tm
  Service
    and Associate Development Strategy
   Operating
    Strategy
   Financing
    Strategy
   Operating
    Divisions
    Post
    Apartment Management
 ®
  Post
    Investment Group




---



##### Table of Contents



Post
    Corporate Services
   Operating
    Segments
    
    Fully stabilized communities  those apartment
    communities which have been stabilized (the earlier of the point
    at which a property reaches 95% occupancy or one year after
    completion of construction) for both the current and prior year.
    Communities stabilized during prior year  communities
    which reached stabilized occupancy in the prior year.
    Development, rehabilitation and
    lease-up
    communities  those communities that are under
    development, rehabilitation and in
    lease-up but
    were not stabilized by the beginning of the current year,
    including communities that stabilized during the current year.
    Condominium conversion and other communities  those
    portions of existing apartment communities being converted into
    condominiums and other communities converted to joint venture
    ownership that are reflected in continuing operations under
    Statement of Financial Accounting Standards (SFAS)
    No. 144 (see note 1 to the consolidated financial
    statements).
    Acquired communities  those communities acquired in
    the current or prior year.  Form 10-K.
  Summary
    of Investment and Disposition Activity
    2007


2006


2005


2004


2003Units developed and completed


439















468Units acquired


350



669
(3)


319



499



Units sold


(807
)(1)


(1,342
)(4)


(3,051
)(6)


(3,880
)


(2,236
)Units sold as condominiums or currently being converted into
    for-sale condominiums










(731
)(7)






Total units completed and owned by the Company and its
    affiliates (including units held for sale) at year-end


20,546
(2)


20,564
(5)


21,237
(8)


24,700



28,081Total revenues from continuing operations (in thousands)

$
307,542


$
291,545


$
272,271


$
258,534


$
243,729   (1)
    
    Excludes 1,202 units in three
    apartment communities that were converted to joint venture
    ownership where the Company retained a 25% ownership interest.(2)
    
    Excludes 1,937 units currently
    under development or in
    lease-up at
    December 31, 2007.(3)
    
    Excludes 150 units currently
    in lease-up,
    as the community was undergoing renovation upon purchase.(4)
    
    Includes a net reduction of two
    apartment units to reflect the addition of four apartment units
    at one community and a reduction of six apartment units at
    another community to facilitate an expansion.(5)
    
    Excludes 1,181 apartment units
    currently under development or in
    lease-up at
    December 31, 2006.(6)
    
    Includes reduction of four
    apartment units that were combined with other units.(7)
    
    Represents all units within
    communities that began conversion into condominiums in 2005. Of
    these units, 219, 282 and 106 units were sold in 2005, 2006
    and 2007 respectively.(8)
    
    Excludes 205 apartment units under
    development at December 31, 2005.




---



##### Table of Contents



Current
    Development Activity
    CostsCompany


IncurredNumber





Company


Estimated


Share of


as ofCommunity

Location

of Units


Retail Sq. Ft.


Ownership


Cost


Est. Cost


12/31/07(Company Share)Apartments:Post
Alexandertm

Atlanta, GA


307







100
%

$
62.4


$
62.4


$
39.8Post
    Walk®
    at Citrus Park Village

Tampa, FL


296







100
%


41.6



41.6



8.6Post
Eastsidetm

Dallas, TX


435



37,900



100
%


56.7



56.7



21.8Post Hyde
    Park®
    (expansion)

Tampa, FL


84







100
%


18.8
(4)


18.8



14.9Post Frisco
Bridgestm

Dallas, TX


269



29,000



100
%


41.3



41.3



7.8Post
    Park®

Wash. DC


396



1,700



100
%


84.7



84.7



14.1Post West
Austintm

Austin, TX


329







100
%


53.2



53.2



13.8Total Apartments




2,116



68,600






$
358.7


$
358.7


$
120.8Condominiums:The Residences
at 3630
Peachtreetm(5)

Atlanta, GA


137







50
%

$
93.4


$
47.6


$
11.1Four Seasons Residences

Austin, TX


168



8,000



100
%


133.5



133.5



18.9Total Condominiums




305



8,000






$
226.9


$
181.1


$
30.0   EstimatedQuarter

Quarter of


Quarter of





Estimated


Unitsof Const.

First Units


Stabilized


Units


Quarter


Under


UnitsCommunity

Start

Available


Occupancy(1)


Leased(2)


Sell-out


Contract(3)


Closed(2)Apartments:Post
Alexandertm

2Q 2006


1Q 2008



2Q 2009







N/A



N/A



N/APost
    Walk®
    at Citrus Park Village

1Q 2008


1Q 2009



1Q 2010







N/A



N/A



N/APost
Eastsidetm

4Q 2006


2Q 2008



4Q 2009







N/A



N/A



N/APost Hyde
    Park®
    (expansion)

4Q 2006


4Q 2007



3Q 2008



21



N/A



N/A



N/APost Frisco
Bridgestm

3Q 2007


4Q 2008



2Q 2010







N/A



N/A



N/APost
    Park®

4Q 2007


1Q 2009



2Q 2010







N/A



N/A



N/APost West
Austintm

4Q 2007


1Q 2009



3Q 2009







N/A



N/A



N/ATotal Apartments












21Condominiums:The Residences
at 3630
Peachtreetm(5)

3Q 2007


3Q 2009



N/A



N/A



4Q 2010







Four Seasons Residences

1Q 2008


4Q 2009



N/A



N/A



4Q 2010



54



Total Condominiums




















54



   (1)
    The Company defines stabilized occupancy as the earlier to occur
    of (i) the attainment of 95% physical occupancy on the
    first day of any month or (ii) one year after completion of
    construction.(2)
    As of January 28, 2008.(3)
    As of January 28, 2008, represents the total number of
    units under contract for sale upon completion and delivery of
    the units. There can be no assurance that condominium homes
    under contract will close.(4)
    Total estimated construction costs for the Post Hyde
    Park®
    expansion include the estimated replacement costs of six
    apartment units at the Companys existing Hyde Park
    community that are being demolished to accommodate the expansion.(5)
    The amounts reflected for this project represent the condominium
    portion of a mixed-use development currently being developed in
    an entity owned with other third-party developers. This
    condominium portion of the project is co-owned with an
    Atlanta-based condominium development partner.  Competition




---



##### Table of Contents



Americans
    with Disabilities Act and Fair Housing Act
  and/or
        Environmental
    Regulations
    and/or




---



##### Table of Contents



and/or
  and/or
      and/or
    and/or




---



##### Table of Contents



Where You
    Can Find More Information
  Form 10-Q, Form 8-K, http://www.postproperties.com,
  ITEM 1A.
    RISK
    FACTORS
    (Dollars In thousands, except per share amounts)    Unfavorable
    changes in apartment markets and economic conditions could
    adversely affect occupancy levels and rental rates.
    
    the economic climate, which may be adversely impacted by a
    reduction in jobs, industry slowdowns and other factors;
    local conditions, such as oversupply of, or reduced demand for,
    apartment homes;
    declines in household formation;
    favorable residential mortgage rates;
    rent control or stabilization laws, or other laws regulating
    rental housing, which could prevent the Company from raising
    rents to offset increases in operating costs; and
    competition from other available apartments and other housing
    alternatives and changes in market rental rates.    Development
    and construction risks could impact the companys
    profitability.
    
    the Company may be unable to obtain, or face delays in
    obtaining, necessary zoning, land-use, building, occupancy, and
    other required governmental permits and authorizations, which
    could result in increased development costs;
    the Company may incur construction costs for a property that
    exceed original estimates due to increased materials, labor or
    other costs or unforeseen environmental conditions, which could
    make completion of the property uneconomical, and the Company
    may not be able to increase rents or for-sale (condominium) unit
    sales prices to compensate for the increase in construction
    costs;
    the Company may abandon development opportunities that it has
    already begun to explore, and it may fail to recover expenses
    already incurred in connection with exploring those
    opportunities, causing potential impairment losses to be
    incurred;
    the Company has at times been and may continue to be unable to
    complete construction and
    lease-up of
    a community on schedule and meet financial goals for development
    projects;




---



##### Table of Contents




    because occupancy rates and rents at a newly developed community
    may fluctuate depending on a number of factors, including market
    and economic conditions, the Company may be unable to meet its
    profitability goals for that community; and
    land costs and construction costs have been increasing in the
    Companys markets, and may continue to increase in the
    future and, in some cases, the costs of upgrading acquired
    communities have, and may continue to, exceed original estimates
    and the Company may be unable to charge rents, or sales prices
    with respect to for-sale (condominium) product, that would
    compensate for these increases in costs.  Possible
    difficulty of selling apartment communities could limit the
    Companys operational and financial flexibility.
    The
    Company is subject to increased exposure to economic and other
    competitive factors due to the concentration of its investments
    in certain markets.
    Failure
    to generate sufficient cash flows could affect the
    Companys debt financing and create refinancing
    risk.
    
    the national and local economies;
    local real estate market conditions, such as an oversupply of
    apartment homes or competing for-sale (condominium) housing;
    the perceptions by prospective residents or buyers of the
    safety, convenience and attractiveness of the Companys
    communities and the neighborhoods in which they are located;
    the Companys ability to provide adequate management,
    maintenance and insurance for its apartment communities;
    rental expenses for its apartment communities, including real
    estate taxes, insurance and utilities; and
    the level of mortgage interest rates and its impact on the
    demand for prospective buyers of for-sale (condominium) housing.




---



##### Table of Contents



The
    Company could become more highly leveraged which could result in
    an increased risk of default and in an increase in its debt
    service requirements.
      Debt
    financing may not be available and equity issuances could be
    dilutive to the companys shareholders.
      The
    Companys condominium conversion and for-sale (condominium)
    housing business involves unique business risks and
    challenges.
    
    the inability to obtain approvals to rezone the property and
    releases from financing obligations and increases in costs
    resulting from delays in obtaining such approvals and releases;
    understanding the costs necessary to bring a newly developed or
    converted for-sale (condominium) property up to standards
    required for its intended market position;
    lack of demand by prospective buyers;
    oversupply of condominiums in a given market;
    the inability of buyers to qualify for financing;
    lower than anticipated sale prices;




---



##### Table of Contents




    the inability to close on sales of individual units under
    contract;
    competition from other condominiums and other types of
    residential housing; and
    liability claims from condominium associations or others
    asserting that construction performed was defective, resulting
    in litigation
    and/or
    settlement discussions.    Unfavorable
    changes in for-sale (condominium) housing in the Companys
    markets and general economic conditions could adversely affect
    the profitability of the Companys condominium conversion
    and newly developed for-sale housing business.
  206-unit 143-unit
  Acquired
    apartment communities may not achieve anticipated
    results.
    
    an acquired community may fail to achieve expected occupancy and
    rental rates and may fail to perform as expected;
    the Company may not be able to successfully integrate acquired
    properties and operations; and
    the Companys estimates of the costs of repositioning or
    redeveloping the acquired property may prove inaccurate, causing
    the Company to fail to meet its profitability goals.  Increased
    competition and increased affordability of residential homes
    could limit the Companys ability to retain its residents,
    lease apartment homes or increase or maintain rents.




---



##### Table of Contents



Limited
    investment opportunities could adversely affect the
    Companys growth.
    The
    Company may not be able to maintain its current dividend
    level.
    Changing
    interest rates could increase interest costs and could affect
    the market price of the Companys securities.
    Interest
    rate hedging contracts may be ineffective and may result in
    material charges.
    Failure
    to succeed in new markets may limit the companys
    growth.
    
    an inability to evaluate accurately local apartment or for-sale
    (condominium) housing market conditions and local economies;
    an inability to obtain land for development or to identify
    appropriate acquisition opportunities;
    an inability to hire and retain key personnel; and
    lack of familiarity with local governmental and permitting
    procedures.




---



##### Table of Contents



Compliance
    or failure to comply with laws requiring access to the
    Companys properties by persons with disabilities could
    result in substantial cost.
  and/or
        Any
    weaknesses identified in the Companys system of internal
    controls by the Company and its independent registered public
    accounting firm pursuant to Section 404 of the
    Sarbanes-Oxley Act of 2002 could have an adverse effect on the
    Companys business.
    Losses
    from natural catastrophes may exceed insurance
    coverage.




---



##### Table of Contents



Potential
    liability for environmental contamination could result in
    substantial costs.
  clean-up
  Costs
    associated with moisture infiltration and resulting mold
    remediation may be costly.
    The
    Companys joint ventures and joint ownership of properties
    and partial interests in corporations and limited partnerships
    could limit the Companys ability to control such
    properties and partial interests.
    The
    Company may be unable to renew leases or relet units as leases
    expire.
    The
    Company may fail to qualify as a REIT for federal income tax
    purposes.




---



##### Table of Contents



The
    Operating Partnership may fail to be treated as a partnership
    for federal income tax purposes.
    The
    Companys real estate assets may be subject to impairment
    charges.
      The
    formal process initiated by the Company to pursue a possible
    business combination or other sale transaction may not result in
    a transaction.




---



##### Table of Contents



The
    formal process to pursue a possible business combination or
    other sale transaction may divert management attention and the
    Company may not be able to retain key personnel.
    The
    Companys shareholders may not be able to effect a change
    in control.
    Preferred shares.
  Consent Rights of the Unitholders.
  Ownership Limit.
  Terrorist
    attacks and the possibility of wider armed conflict may have an
    adverse effect on the Companys business and operating
    results and could decrease the value of the Companys
    assets.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS




---



##### Table of Contents



ITEM 2.
    PROPERTIES  ® lease-up
  Metropolitan Area

Communities


# of Units


% of TotalAtlanta, GA


21



8,493



41.3
%Dallas, TX


13



3,939



19.2
%Greater Washington, D.C.


7



2,538



12.3
%Tampa, FL


4



2,111



10.3
%Charlotte, NC


4



1,388



6.8
%Houston, TX


2



837



4.1
%Orlando, FL


2



595



2.9
%New York, NY


2



337



1.6
%Austin, TX


2



308



1.5
%57



20,546



100.0
%       ground-up




---



##### Table of Contents



COMMUNITY
    INFORMATION
  December 2007


2007Average


AverageYear

No. of


Rental Rates


EconomicCommunities

Location(1)

Completed

Units


Per Unit


Occupancy(2)GeorgiaPost
Biltmoretm(3)

Atlanta

2001


276


$
1,169



97.2
%Post
Briarclifftm

Atlanta

1999


688



1,148



95.3
%Post
    Brookhaven®

Atlanta

1990-1992(4)


735



991



95.6
%Post
    Chastain®(7)

Atlanta

1990


558



1,115



78.7
%Post Collier
    Hills®(3)

Atlanta

1997


396



1,028



96.4
%Post
    Crest®(3)

Atlanta

1996


410



1,045



95.1
%Post
    Crossing®

Atlanta

1995


354



1,076



95.1
%Post
    Dunwoody®

Atlanta

1989-1996(4)


530



1,017



95.2
%Post
    Gardens®

Atlanta

1998


397



1,168



94.0
%Post
    Glen®

Atlanta

1997


314



1,160



94.5
%Post Lenox
    Park®

Atlanta

1995


206



1,076



93.7
%Post
    Lindbergh®(3)

Atlanta

1998


396



1,084



97.1
%Post
    Oglethorpe®

Atlanta

1994


250



1,291



93.9
%Post
Parksidetm

Atlanta

2000


188



1,364



96.6
%Post Peachtree
    Hills®

Atlanta

1992-1994(4)


300



1,096



95.9
%Post
    Renaissance®(5)

Atlanta

1992-1994(4)


342



1,055



96.4
%Post
    Ridge®

Atlanta

1998


434



1,067



95.7
%Post
    Riverside®

Atlanta

1998


523



1,412



93.2
%Post
Springtm

Atlanta

2000


452



1,017



96.6
%Post
Stratfordtm(5)

Atlanta

2000


250



1,162



91.7
%Post
    Woods®

Atlanta

1977-1983(4)


494



927



96.7
%Subtotal/Average  Georgia






8,493


$
1,104



94.1
%TexasPost
Abbeytm

Dallas

1996


34


$
1,915



92.6
%Post Addison
Circletm

Dallas

1998-2000(4)


1,334



1,007



94.6
%Post Barton
Creektm

Austin

1998


160



1,431



98.2
%Post
Coles
Cornertm

Dallas

1998


186



1,086



96.3
%Post
Gallerytm

Dallas

1999


34



3,025



89.6
%Post
Heightstm

Dallas

1998-1999(4)


368



1,143



94.5
%Post Legacy

Dallas

2000


384



976



96.6
%Post
Meridiantm

Dallas

1991


133



1,167



93.8
%Post Midtown
    Square®

Houston

1999-2000(4)


529



1,120



93.8
%Post Park
Mesatm

Austin

1992


148



1,194



93.7
%Post Rice
Loftstm(5)

Houston

1998


308



1,381



92.7
%Post
Squaretm

Dallas

1996


218



1,206



95.9
%Post Uptown
Villagetm

Dallas

1995-2000(4)


496



973



95.6
%Post
Vineyardtm

Dallas

1996


116



1,071



96.3
%Post
Vintagetm

Dallas

1993


161



1,043



94.6
%Post Wilson
Buildingtm(5)

Dallas

1999


143



1,242



93.7
%Post
Worthingtontm(7)

Dallas

1993


332



1,387



84.6
%Subtotal/Average  Texas






5,084


$
1,134



93.9
%




---



##### Table of Contents



COMMUNITY INFORMATION
   December 2007


2007Average


AverageYear

No. of


Rental Rates


EconomicCommunities

Location(1)

Completed

Units


Per Unit


Occupancy(2)FloridaPost Bay at
Rocky
Pointtm(6)

Tampa

1997


150


$
1,475



N/APost Harbour
Placetm

Tampa

1999-2002(4)


578



1,418



93.6
%Post Hyde
    Park®(6)

Tampa

1996-2008


467



1,361



N/APost
    Lake®
    at Baldwin Park(6)

Orlando

2004-2007


350



1,526



N/APost
Parksidetm

Orlando

1999


245



1,449



93.6
%Post Rocky
    Point®

Tampa

1996-1998(4)


916



1,200



92.9
%Subtotal/Average  Florida






2,706


$
1,365



93.3
%North CarolinaPost Ballantyne

Charlotte

2004


323


$
1,112



92.9
%Post Gateway
Placetm

Charlotte

2000


436



1,137



94.9
%Post Park at Phillips
    Place®

Charlotte

1998


402



1,335



93.4
%Post Uptown
Placetm

Charlotte

2000


227



1,182



95.0
%Subtotal/Average  North Carolina






1,388


$
1,196



94.0
%Greater Washington, D.C.Post Carlyle
Squaretm(6)

D.C.

2006


205


$
2,145



N/APost Corners at Trinity Centre

Fairfax Co., VA

1996


336



1,446



94.8
%Post Fallsgrove

Rockville, MD

2003


361



1,595



94.3
%Post
    Forest®

Fairfax Co., VA

1990


364



1,395



95.0
%Post
Massachusetts Avenue
tm(3)

D.C.

2002


269



2,597



92.8
%Post Pentagon
Row
tm(5)

Arlington Co., VA

2001


504



2,218



94.5
%Post Tysons
Corner
tm

Fairfax Co., VA

1990


499



1,626



94.0
%Subtotal/Average  Washington, D.C.






2,538


$
1,830



94.2
%New YorkPost
Luminaria
tm

New York

2002


138


$
3,754



94.8
%Post Toscana
tm

New York

2003


199



3,970



96.4
%Subtotal/Average  New York






337


$
3,881



95.8
%Total






20,546


$
1,289



94.1
%    (1)
    
    Refers to greater metropolitan
    areas of cities indicated.(2)
    
    Average economic occupancy is
    defined as gross potential rent less vacancy losses, model
    expenses and bad debt divided by gross potential rent for the
    period, expressed as a percentage.(3)
    
    These communities are owned in
    unconsolidated entities.(4)
    
    These dates represent the
    respective completion dates for multiple phases of a community.(5)
    
    The Company has a leasehold
    interest in the land underlying these communities.(6)
    
    During 2007, these communities, or
    portions thereof, were in
    lease-up
    and, therefore, the average economic occupancy information for
    these communities is not included above.(7)
    
    These communities are undergoing
    rehabilitation.




---



##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS      ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   ITEM X.  EXECUTIVE
    OFFICERS OF THE REGISTRANT    NAME

POSITIONS AND OFFICES HELDDavid P. Stockert

President and Chief Executive OfficerThomas D. Senkbeil

Executive Vice President and Chief Investment OfficerThomas L. Wilkes

Executive Vice President and President, Post Apartment ManagementChristopher J. Papa

Executive Vice President and Chief Financial OfficerSherry W. Cohen

Executive Vice President and Corporate SecretaryArthur J. Quirk

Senior Vice President and Chief Accounting Officer     David P. Stockert.
  Thomas D. Senkbeil.




---



##### Table of Contents



Thomas L. Wilkes.
  Christopher J. Papa.
  Sherry W. Cohen.
  Arthur J. Quirk.
 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON STOCK, RELATED SHAREHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES
    (In thousands, except per share and shareholder/unitholder
    amounts)    DividendsQuarter

High


Low


Declared2006First Quarter

$
48.00


$
39.69


$
0.45Second Quarter


46.32



40.88



0.45Third Quarter


48.74



44.90



0.45Fourth Quarter


50.47



44.46



0.452007First Quarter

$
49.25


$
43.88


$
0.45Second Quarter


55.90



44.24



0.45Third Quarter


53.37



36.25



0.45Fourth Quarter


43.97



33.67



0.45




---



##### Table of Contents



Total Number of


Approximate DollarShares Purchased as


Value of Shares thatPart of Publicly


May Yet BeTotal Number of


Average Price


Announced


Purchased Under thePeriod

Shares Purchased


Paid Per Share


Plans or Programs


Plans or ProgramsOctober 1, 2007 to October 31, 2007





$







$
196,300November 1, 2007 to November 30, 2007














196,300December 1, 2007 to December 31, 2007














196,300Total





$







$
196,300




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Post
    Properties, Inc. (In
    thousands, except per share and apartment unit data)
  Year Ended December 31,2007


2006


2005


2004


2003STATEMENT OF OPERATIONS DATARevenuesRental

$
290,975


$
274,731


$
257,141


$
243,965


$
230,677Other


16,567



16,814



15,130



14,569



13,052Total revenues

$
307,542


$
291,545


$
272,271


$
258,534


$
243,729Income (loss) from continuing operations(1)

$
114,163


$
29,255


$
3,330


$
(31,578
)

$
(32,812
)Income from discontinued operations(2)


64,536



72,214



138,618



119,797



46,968Net income


178,699



101,469



141,948



88,219



14,156Dividends to preferred shareholders


(7,637
)


(7,637
)


(7,637
)


(8,325
)


(11,449
)Redemption costs on preferred stock and units














(3,526
)


Net income available to common shareholders

$
171,062


$
93,832


$
134,311


$
76,368


$
2,707PER COMMON SHARE DATAIncome (loss) from continuing operations (net of preferred
    dividends and redemption costs)  basic

$
2.45


$
0.50


$
(0.11
)

$
(1.09
)

$
(1.17
)Income from discontinued operations  basic


1.48



1.69



3.45



3.01



1.25Net income available to common shareholders  basic


3.93



2.19



3.34



1.92



0.07Income (loss) from continuing operations (net of preferred
    dividends and redemption costs)  diluted

$
2.41


$
0.50


$
(0.11
)

$
(1.09
)

$
(1.17
)Income from discontinued operations  diluted


1.46



1.66



3.45



3.01



1.25Net income available to common shareholders  diluted


3.88



2.15



3.34



1.92



0.07Dividends declared


1.80



1.80



1.80



1.80



1.80Weighted average common shares outstanding  basic


43,491



42,812



40,217



39,777



37,688Weighted average common shares outstanding  diluted


44,129



43,594



40,217



39,777



37,688BALANCE SHEET DATAReal estate, before accumulated depreciation

$
2,677,869


$
2,580,092


$
2,416,335


$
2,502,418


$
2,596,376Real estate, net of accumulated depreciation


2,111,612



2,028,580



1,899,381



1,977,719



2,085,517Total assets


2,268,141



2,116,647



1,981,454



2,053,842



2,215,451Total indebtedness


1,059,066



1,033,779



980,615



1,129,478



1,186,322Shareholders equity


1,058,505



956,454



881,009



788,070



796,526OTHER DATACash flow provided by (used in):Operating activities

$
97,644


$
94,326


$
86,761


$
79,105


$
91,549Investing activities


(27,876
)


(104,464
)


70,293



131,873



234,195Financing activities


(61,874
)


7,391



(150,767
)


(212,189
)


(330,800
)Total stabilized communities (at end of period)


54



55



57



65



70Total stabilized apartment units (at end of period)


19,404



20,019



21,237



24,700



27,613Average economic occupancy (fully stabilized communities)(3)


94.7
%


94.7
%


94.5
%


93.5
%


91.9
%    (1)
    
    Income (loss) from continuing
    operations in 2007 included gains on the sale of partial
    interests of three communities totaling approximately $81,268.
    Income (loss) from continuing operations in 2006 included final
    proceeds of $325 related to the sale of a technology investment,
    non-cash income of $1,655 relating to the mark-to-market of an
    interest rate swap arrangement, a gain on the sale of marketable
    securities of $573 and a gain on the sale of a land parcel of
    $503. Income (loss) from continuing operations in 2005 included
    a $5,267 gain on sale of technology investment and severance
    charges of $796. Income (loss) from continuing operations in
    2004 included the impact of costs associated with the
    termination of a debt remarketing agreement (interest expense)
    and an early debt extinguishment loss totaling $14,626. Income
    (loss) from continuing operations in 2003 included the impact of
    severance and proxy costs totaling $26,737.(2)
    
    See note 2 to the consolidated
    financial statements for a discussion of discontinued operations.(3)
    
    Calculated based on fully
    stabilized communities as defined for each year (unadjusted for
    the impact of assets designated as held for sale in subsequent
    years). Average economic occupancy is defined as gross potential
    rent less vacancy losses, model expenses and bad debt divided by
    gross potential rent for the period, expressed as a percentage.
    The calculation of average economic occupancy does not include a
    deduction for net concessions and employee discounts (average
    economic occupancy, taking account of these amounts, would have
    been 93.9%, 94.0%, 93.9%, 93.0% and 90.8% for the years ended
    December 31, 2007, 2006, 2005, 2004 and 2003,
    respectively). Net concessions were $1,150, $1,255, $947, $621
    and $2,518 for the years ended December 31, 2007, 2006,
    2005, 2004 and 2003, respectively. Employee discounts were $781,
    $765, $398, $442 and $535 for the years ended December 31,
    2007, 2006, 2005, 2004 and 2003, respectively. A community is
    considered by the Company to have achieved stabilized occupancy
    on the earlier to occur of (i) attainment of 95% physical
    occupancy on the first day of any month, or (ii) one year
    after completion of construction.




---



##### Table of Contents



Post
    Apartment Homes, L.P. (In
    thousands, except per unit and apartment unit data)
  Year Ended December 31,2007


2006


2005


2004


2003STATEMENT OF OPERATIONS DATARevenuesRental

$
290,975


$
274,731


$
257,141


$
243,965


$
230,677Other


16,567



16,814



15,130



14,569



13,052Total revenues

$
307,542


$
291,545


$
272,271


$
258,534


$
243,729Income (loss) from continuing operations(1)

$
115,654


$
29,673


$
3,104


$
(30,743
)

$
(32,278
)Income from discontinued operations(2)


65,438



73,613



145,943



127,920



52,375Net income


181,092



103,286



149,047



97,177



20,097Distributions to preferred unitholders


(7,637
)


(7,637
)


(7,637
)


(12,105
)


(17,049
)Redemption costs on preferred units














(3,526
)


Net income available to common unitholders

$
173,455


$
95,649


$
141,410


$
81,546


$
3,048PER COMMON UNIT DATAIncome (loss) from continuing operations (net of preferred
    distributions and redemption costs)  basic

$
2.45


$
0.50


$
(0.11
)

$
(1.09
)

$
(1.17
)Income from discontinued operations  basic


1.48



1.69



3.45



3.01



1.24Net income available to common unitholders  basic


3.93



2.19



3.34



1.92



0.07Income (loss) from continuing operations (net of preferred
    distributions and redemption costs)  diluted

$
2.41


$
0.50


$
(0.11
)

$
(1.09
)

$
(1.17
)Income from discontinued operations  diluted


1.46



1.66



3.45



3.01



1.24Net income available to common unitholders  diluted


3.88



2.15



3.34



1.92



0.07Distributions declared


1.80



1.80



1.80



1.80



1.80Weighted average common units outstanding  basic


44,101



43,645



42,353



42,474



42,134Weighted average common units outstanding  diluted


44,738



44,427



42,353



42,474



42,134BALANCE SHEET DATAReal estate, before accumulated depreciation

$
2,677,869


$
2,580,092


$
2,416,335


$
2,502,418


$
2,596,376Real estate, net of accumulated depreciation


2,111,612



2,028,580



1,899,381



1,977,719



2,085,517Total assets


2,268,141



2,116,647



1,981,454



2,053,842



2,215,451Total indebtedness


1,059,066



1,033,779



980,615



1,129,478



1,186,322Partners equity


1,068,859



970,511



907,773



831,411



928,935OTHER DATACash flow provided by (used in):Operating activities

$
97,644


$
94,326


$
86,761


$
79,105


$
91,549Investing activities


(27,876
)


(104,464
)


70,293



131,873



234,195Financing activities


(61,874
)


7,391



(150,767
)


(212,189
)


(330,800
)Total stabilized communities (at end of period)


54



55



57



65



70Total stabilized apartment units (at end of period)


19,404



20,019



21,237



24,700



27,613Average economic occupancy (fully stabilized communities)(3)


94.7
%


94.7
%


94.5
%


93.5
%


91.9
%    (1)
    
    Income (loss) from continuing
    operations in 2007 included gains on the sale of partial
    interests of three communities totaling approximately $81,268.
    Income (loss) from continuing operations in 2006 included final
    proceeds of $325 related to the sale of a technology investment,
    non-cash income of $1,655 relating to the mark-to-market of an
    interest rate swap arrangement, a gain on the sale of marketable
    securities of $573 and a gain on the sale of a land parcel of
    $503. Income (loss) from continuing operations in 2005 included
    a $5,267 gain on sale of technology investment and severance
    charges of $796. Income (loss) from continuing operations in
    2004 included the impact of costs associated with the
    termination of a debt remarketing agreement (interest expense)
    and an early debt extinguishment loss totaling $14,626. Income
    (loss) from continuing operations in 2003 included the impact of
    severance and proxy costs totaling $26,737.(2)
    
    See note 2 to the consolidated
    financial statements for a discussion of discontinued operations.(3)
    
    Calculated based on fully
    stabilized communities as defined for each year (unadjusted for
    the impact of assets designated as held for sale in subsequent
    years). Average economic occupancy is defined as gross potential
    rent less vacancy losses, model expenses and bad debt divided by
    gross potential rent for the period, expressed as a percentage.
    The calculation of average economic occupancy does not include a
    deduction for net concessions and employee discounts (average
    economic occupancy, taking account of these amounts, would have
    been 93.9%, 94.0%, 93.9%, 93.0% and 90.8% for the years ended
    December 31, 2007, 2006, 2005, 2004 and 2003,
    respectively). Net concessions were $1,150, $1,255, $947, $621
    and $2,518 for the years ended December 31, 2007, 2006,
    2005, 2004 and 2003, respectively. Employee discounts were $781,
    $765, $398, $442 and $535 for the years ended December 31,
    2007, 2006, 2005, 2004 and 2003, respectively. A community is
    considered by the Company to have achieved stabilized occupancy
    on the earlier to occur of (i) attainment of 95% physical
    occupancy on the first day of any month, or (ii) one year
    after completion of construction.




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS
    (In thousands, except apartment unit data)  Company
    Overview
  and/or lease-up.
          ®




---



##### Table of Contents



tm
  206-unit 143-unit
    ground-up Form 10-K




---



##### Table of Contents



Possible
    Business Combination
    Disclosure
    Regarding Forward-Looking Statements
    
    The success of the Companys business strategies described
    on pages 2 to 3 in this Annual Report on
    Form 10-K;
    Future local and national economic conditions, including changes
    in job growth, interest rates, the availability of financing and
    other factors;
    Demand for apartments in the Companys markets and the
    effect on occupancy and rental rates;
    The impact of competition on the Companys business,
    including competition for residents in the Companys
    apartment communities and buyers of the Companys for-sale
    condominium homes and development locations;
    The Companys ability to obtain financing, enter into joint
    venture arrangements in relation to or self-fund the development
    or acquisition of additional apartment communities and for-sale
    condominium housing;
    The uncertainties associated with the Companys real estate
    development, including actual costs exceeding the Companys
    budgets or development periods exceeding expectations;
    Uncertainties associated with the timing and amount of apartment
    community sales and the resulting gains/losses associated with
    such sales;
    Uncertainties associated with the Companys condominium
    conversion and for-sale housing business, including the timing
    and volume of condominium sales;
    Conditions affecting ownership of residential real estate and
    general conditions in the multi-family residential real estate
    market;
    Uncertainties associated with environmental and other regulatory
    matters;
    The effects of compliance with the Americans with Disabilities
    Act and the Fair Housing Act;
    The effects of changes in accounting policies and other
    regulatory matters detailed in the Companys filings with
    the Securities and Exchange Commission and uncertainties of
    litigation;
    The Companys ability to continue to qualify as a REIT
    under the Internal Revenue Code;
    The progress and results of the Companys formal process to
    pursue a potential sale or other business combination; and
    Other factors, including the risk factors discussed on pages 8
    to 16 in this Annual Report on
    Form 10-K.




---



##### Table of Contents



Critical
    Accounting Policies and New Accounting Pronouncements




---



##### Table of Contents



No. 06-8 No. 06-8) No. 06-8.
  No. 06-8,




---



##### Table of Contents



Results
    of Operations
      lease-up.
  lease-up lease-up lease-up lease-up lease-up lease-up




---



##### Table of Contents



Comparison
    of Year Ended December 31, 2007 to Year Ended
    December 31, 2006
    Year Ended December 31,2007


2006


% ChangeRental and other property revenuesFully stabilized communities(1)

$
244,537


$
233,637



4.7
%Development, rehabilitation and
    lease-up
    communities


14,972



9,545



56.9
%Condominium conversion and other communities(2)


9,810



17,281



(43.2
)%Acquired communities(3)


13,760



7,027



95.8
%Other property segments(4)


23,861



23,653



0.9
%306,940



291,143



5.4
%Property operating and maintenance expenses (excluding
    depreciation and amortization)Fully stabilized communities(1)


92,337



88,291



4.6
%Development, rehabilitation and
    lease-up
    communities


8,064



5,291



52.4
%Condominium conversion and other communities(2)


4,353



7,470



(41.7
)%Acquired communities(3)


5,504



3,098



77.7
%Other property segments, including corporate management
    expenses(5)


30,884



29,340



5.3
%141,142



133,490



5.7
%Property net operating income(6)

$
165,798


$
157,653



5.2
%Capital expenditures(7)(8)Annually recurring:Carpet

$
3,334


$
3,718



(10.3
)%Other


7,301



6,307



15.8
%Total

$
10,635


$
10,025



6.1
%Periodically recurring

$
8,422


$
5,698



47.8
%Average apartment units in service


18,889



18,839



0.3
%  (1)
    
    Communities which reached
    stabilization prior to January 1, 2006.(2)
    
    Portions of existing apartment
    communities being converted into condominiums that are reflected
    in continuing operations under SFAS No. 144 and
    communities converted to joint venture ownership in 2007.(3)
    
    Operating communities acquired
    subsequent to January 1, 2006.(4)
    
    Other property segment revenues
    include revenues from commercial properties, revenues from
    furnished apartment rentals above the unfurnished rental rates
    and any property revenue not directly related to property
    operations. Other property segment revenues exclude other
    corporate revenues of $602 and $402 for the years ended
    December 31, 2007 and 2006, respectively.(5)
    
    Other expenses include expenses
    associated with commercial properties, furnished apartment
    rentals and certain indirect central office operating expenses
    related to management and grounds maintenance.




---



##### Table of Contents



(6)
    
    A reconciliation of property net
    operating income to GAAP net income is detailed below.  December 31,2007


2006Total same store NOI

$
152,200


$
145,346Property NOI from other operating segments


13,598



12,307Consolidated property NOI


165,798



157,653Add (subtract):Interest income


822



1,261Other revenues


602



402Minority interest in consolidated property partnerships


(1,857
)


(257
)Depreciation


(66,371
)


(65,687
)Interest expense


(52,116
)


(52,533
)Amortization of deferred financing costs


(3,297
)


(3,526
)General and administrative


(21,337
)


(18,502
)Investment and development


(7,063
)


(6,424
)Gains on sales of real estate assets, net


100,015



12,881Equity in income of unconsolidated real estate entities


1,556



1,813Other income (expense)


(1,098
)


2,592Minority interest of common unitholders


(1,491
)


(418
)Income from continuing operations


114,163



29,255Income from discontinued operations


64,536



72,214Net income

$
178,699


$
101,469   (7)
    
    In addition to those expenses which
    relate to property operations, the Company incurs annually
    recurring and periodically recurring expenditures relating to
    acquiring new assets, materially enhancing the value of an
    existing asset, or substantially extending the useful life of an
    existing asset, all of which are capitalized. Recurring capital
    expenditures are those that are generally expected to be
    incurred on an annual basis. Periodically recurring capital
    expenditures are those that generally occur less frequently than
    on an annual basis.(8)
    
    A reconciliation of property
    capital expenditures from continuing operations to total
    annually recurring and periodically recurring capital
    expenditures as presented in the consolidated statements of cash
    flows under GAAP is detailed below.  Year Ended December 31,2007


2006Annually recurring capital expendituresContinuing operations

$
10,635


$
10,025Discontinued operations


475



1,120Total annually recurring capital expenditures per statements of
    cash flows

$
11,110


$
11,145Periodically recurring capital expendituresContinuing operations

$
8,422


$
5,698Discontinued operations


29



266Total periodically recurring capital expenditures per statements
    of cash flows

$
8,451


$
5,964     lease-up lease-up lease-up




---



##### Table of Contents



lease-up lease-up lease-up
      lease-up




---



##### Table of Contents



Fully
    Stabilized (Same Store) Communities




---



##### Table of Contents



Year Ended December 31,2007


2006


% ChangeRental and other revenues

$
244,537


$
233,637



4.7
%Property operating and maintenance expenses (excluding
    depreciation and amortization)


92,337



88,291



4.6
%Same store net operating income(1)

$
152,200


$
145,346



4.7
%Capital expenditures(2)Annually recurring:Carpet

$
3,014


$
3,315



(9.1
)%Other


5,259



5,239



0.4
%Total annually recurring


8,273



8,554



(3.3
)%Periodically recurring


4,543



2,633



72.5
%Total capital expenditures (A)

$
12,816


$
11,187



14.6
%Total capital expenditures per unit (A
     ̧
    16,308 units)

$
786


$
686



14.6
%Average economic occupancy(3)


94.7
%


94.7
%


0.0
%Average monthly rental rate per unit(4)

$
1,245


$
1,187



4.9
%   (1)
    
    Net operating income of stabilized
    communities is a supplemental non-GAAP financial measure. See
    page 32 for a reconciliation of net operating income for
    stabilized communities to GAAP net income.(2)
    
    A reconciliation of these segment
    components of property capital expenditures to total annually
    recurring and periodically recurring capital expenditures as
    presented in the consolidated statements of cash flows prepared
    under GAAP is detailed below.  Year Ended December 31,2007


2006Annually recurring capital expenditures by operating
    segmentSame store

$
8,273


$
8,554Development, rehabilitation and
    lease-up


809



503Condominium conversion and other


731



569Acquired


519



213Other segments


778



1,306Total annually recurring capital expenditures per statements of
    cash flows

$
11,110


$
11,145Periodically recurring capital expenditures by operating
    segmentSame store

$
4,543


$
2,633Development, rehabilitation and
    lease-up


2,660



702Condominium conversion and other


758



147Acquired


21



5Other segments


469



2,477Total periodically recurring capital expenditures per statements
    of cash flows

$
8,451


$
5,964   The Company uses same store
    annually recurring and periodically recurring capital
    expenditures as cash flow measures. Same store annually
    recurring and periodically recurring capital expenditures are
    supplemental non-GAAP financial measures. The Company believes
    that same store annually recurring and periodically recurring
    capital expenditures are important indicators of the costs
    incurred by the Company in maintaining same store communities.
    The corresponding GAAP measures include information with respect
    to the Companys other operating segments consisting of
    communities stabilized in the prior year, condominium conversion
    communities,
    lease-up
    communities, and sold communities in addition to same store
    information. Therefore, the Company believes that its
    presentation of same store annually recurring and periodically
    recurring capital expenditures is necessary to demonstrate same
    store replacement costs over time. The Company believes that the
    most directly comparable GAAP measure to same store annually
    recurring and periodically recurring capital expenditures are
    the lines on the Companys consolidated statements of cash
    flows entitled annually recurring capital
    expenditures and periodically recurring capital
    expenditures.(3)
    
    Average economic occupancy is
    defined as gross potential rent less vacancy losses, model
    expenses and bad debt expenses divided by gross potential rent
    for the period, expressed as a percentage. Gross potential rent
    is defined as the sum of the gross actual rental rates for
    leased units and the anticipated rental rates for unoccupied
    units. The calculation of average economic occupancy does not
    include a deduction for net concessions and employee discounts.
    Average economic occupancy including these amounts would have
    been 93.9% and 93.8% for the years ended December 31, 2007
    and 2006, respectively. For the years ended December 31,
    2007 and 2006, net concessions were $1,149 and $1,337,
    respectively, and employee discounts were $781 and $733,
    respectively.(4)
    
    Average monthly rental rate is
    defined as the average of the gross actual rental rates for
    leased units and the average of the anticipated rental rates for
    unoccupied units, divided by total units.




---



##### Table of Contents








---



##### Table of Contents



Comparison
    of Year Ended December 31, 2006 to Year Ended
    December 31, 2005
    Year Ended December 31,2006


2005


% ChangeRental and other property revenuesFully stabilized communities(1)

$
244,434


$
231,774



5.5
%Development, rehabilitation and
    lease-up
    communities


9,545



10,438



(8.6
)%Condominium conversion and other communities(2)


2,626



5,890



(55.4
)%Acquired communities(3)


10,886



2,298



373.7
%Other property segments(4)


23,652



21,616



9.4
%291,143



272,016



7.0
%Property operating and maintenance expenses (excluding
    depreciation and amortization)Fully stabilized communities(1)


92,251



88,438



4.3
%Development, rehabilitation and
    lease-up
    communities


5,291



4,361



21.3
%Condominium conversion and other communities(2)


1,901



2,013



(5.6
)%Acquired communities(3)


4,706



856



449.8
%Other property segments, including corporate management
    expenses(5)


29,341



29,086



0.9
%133,490



124,754



7.0
%Property net operating income(6)

$
157,653


$
147,262



7.1
%Capital expenditures(7)(8)Annually recurring:Carpet

$
3,718


$
2,775



34.0
%Other


6,307



5,475



15.2
%Total

$
10,025


$
8,250



21.5
%Periodically recurring

$
5,698


$
4,174



36.5
%Average apartment units in service


18,839



18,563



1.5
%   (1)
    
    Communities which reached
    stabilization prior to January 1, 2005.(2)
    
    Portions of existing apartment
    communities being converted into condominiums that are reflected
    in continuing operations under SFAS No. 144.(3)
    
    Operating communities acquired
    subsequent to January 1, 2005.(4)
    
    Other property segment revenues
    include revenues from commercial properties, revenues from
    furnished apartment rentals above the unfurnished rental rates
    and any property revenue not directly related to property
    operations. Other property segment revenues exclude other
    corporate revenues of $402 and $255 for the years ended
    December 31, 2006 and 2005, respectively.(5)
    
    Other expenses include expenses
    associated with commercial properties, furnished apartment
    rentals and certain indirect central office operating expenses
    related to management and grounds maintenance.




---



##### Table of Contents



(6)
    
    A reconciliation of property net
    operating income to GAAP net income is detailed below.  Year Ended December 31,2006


2005Total same store NOI

$
152,183


$
143,336Property NOI from other operating segments


5,470



3,926Consolidated property NOI


157,653



147,262Add (subtract):Interest income


1,261



661Other revenues


402



255Minority interest in consolidated property partnerships


(257
)


(110
)Depreciation


(65,687
)


(68,795
)Interest expense


(52,533
)


(54,197
)Amortization of deferred financing costs


(3,526
)


(4,661
)General and administrative


(18,502
)


(18,307
)Investment and development


(6,424
)


(4,711
)Severance charges






(796
)Gains (losses) on sales of real estate assets, net


12,881



(531
)Equity in income of unconsolidated real estate entities


1,813



1,767Other income


2,592



5,267Minority interest of common unitholders


(418
)


226Income from continuing operations


29,255



3,330Income from discontinued operations


72,214



138,618Net income

$
101,469


$
141,948   (7)
    
    In addition to those expenses which
    relate to property operations, the Company incurs annually
    recurring and periodically recurring expenditures relating to
    acquiring new assets, materially enhancing the value of an
    existing asset, or substantially extending the useful life of an
    existing asset, all of which are capitalized. Recurring capital
    expenditures are those that are generally expected to be
    incurred on an annual basis. Periodically recurring capital
    expenditures are those that generally occur less frequently than
    on an annual basis.(8)
    
    A reconciliation of property
    capital expenditures from continuing operations to total
    annually recurring and periodically recurring capital
    expenditures as presented in the consolidated statements of cash
    flows under GAAP is detailed below.  Year Ended December 31,2006


2005Annually recurring capital expendituresContinuing operations

$
10,025


$
8,250Discontinued operations


1,120



1,671Total annually recurring capital expenditures per statements of
    cash flows

$
11,145


$
9,921Periodically recurring capital expendituresContinuing operations

$
5,698


$
4,174Discontinued operations


266



334Total periodically recurring capital expenditures per statements
    of cash flows

$
5,964


$
4,508




---



##### Table of Contents








---



##### Table of Contents



Fully
    Stabilized (Same Store) Communities
   Year Ended December 31,2006


2005


% ChangeRental and other revenues

$
244,434


$
231,774



5.5
%Property operating and maintenance expenses (excluding
    depreciation and amortization)


92,251



88,438



4.3
%Same store net operating income(1)

$
152,183


$
143,336



6.2
%Capital expenditures(2)Annually recurring:Carpet

$
3,532


$
2,489



41.9
%Other


5,531



4,936



12.1
%Total annually recurring


9,063



7,425



22.1
%Periodically recurring


2,760



3,021



(8.6
)%Total capital expenditures (A)

$
11,823


$
10,446



13.2
%Total capital expenditures per unit (A
     ̧
    17,187 units)

$
688


$
608



13.2
%Average economic occupancy(3)


94.8
%


94.8
%


0.0
%Average monthly rental rate per unit(4)

$
1,176


$
1,117



5.3
%   (1)
    
    Net operating income of stabilized
    communities is a supplemental non-GAAP financial measure. See
    page 38 for a reconciliation of net operating income for
    stabilized communities to GAAP net income.(2)
    
    A reconciliation of these segment
    components of property capital expenditures to total annually
    recurring and periodically recurring capital expenditures as
    presented in the consolidated statements of cash flows prepared
    under GAAP is detailed below.  Year EndedDecember 31,2006


2005Annually recurring capital expenditures by operating
    segmentSame store

$
9,063


$
7,425Development, rehabilitation and
    lease-up


503



433Condominium conversion and other


2



133Acquired


271



92Other segments


1,306



1,838Total annually recurring capital expenditures per statements of
    cash flows

$
11,145


$
9,921Periodically recurring capital expenditures by operating
    segmentSame store

$
2,760


$
3,021Development, rehabilitation and
    lease-up


702



296Condominium conversion and other






75Acquired


25



5Other segments


2,477



1,111Total periodically recurring capital expenditures per statements
    of cash flows

$
5,964


$
4,508   The Company uses same store
    annually recurring and periodically recurring capital
    expenditures as cash flow measures. Same store annually
    recurring and periodically recurring capital expenditures are
    supplemental non-GAAP financial measures. The Company believes
    that same store annually recurring and periodically recurring
    capital expenditures are important indicators of the costs
    incurred by the Company in maintaining same store communities.
    The corresponding GAAP measures include information with respect
    to the Companys other operating segments consisting of
    communities stabilized in the prior year, condominium conversion
    communities,
    lease-up
    communities, and sold communities in addition to same store
    information. Therefore, the Company believes that its
    presentation of same store annually recurring and periodically
    recurring capital expenditures is necessary to demonstrate same
    store replacement costs over time. The Company believes that the
    most directly comparable GAAP measure to same store annually
    recurring and periodically recurring capital expenditures are
    the lines on the Companys consolidated statements of cash
    flows entitled annually recurring capital
    expenditures and periodically recurring capital
    expenditures.




---



##### Table of Contents



(3)
    
    Average economic occupancy is
    defined as gross potential rent less vacancy losses, model
    expenses and bad debt expenses divided by gross potential rent
    for the period, expressed as a percentage. Gross potential rent
    is defined as the sum of the gross actual rental rates for
    leased units and the anticipated rental rates for unoccupied
    units. The calculation of average economic occupancy does not
    include a deduction for net concessions and employee discounts.
    Average economic occupancy including these amounts would have
    been 94.0% and 93.9% for the years ended December 31, 2006
    and 2005, respectively. For the years ended December 31,
    2006 and 2005, net concessions were $1,200 and $1,588,
    respectively, and employee discounts were $754 and $561,
    respectively.(4)
    
    Average monthly rental rate is
    defined as the average of the gross actual rental rates for
    leased units and the average of the anticipated rental rates for
    unoccupied units, divided by total units.      Discontinued
    Operations




---



##### Table of Contents



Year Ended December 31,2007


2006


2005RevenuesRental

$
8,572


$
20,065


$
35,587Other property revenues


676



1,914



3,408Total revenues


9,248



21,979



38,995ExpensesProperty operating and maintenance (exclusive of items shown
    separately below)


3,890



8,951



16,496Depreciation


1,069



3,280



7,452Interest


1,517



4,189



6,862Minority interest in consolidated property partnerships










(335
)Total expenses


6,476



16,420



30,475Income from discontinued property operations before minority
    interest


2,772



5,559



8,520Minority interest


(39
)


(106
)


144Income from discontinued property operations

$
2,733


$
5,453


$
8,664       Outlook
    for 2008




---



##### Table of Contents



Liquidity
    and Capital Resources




---



##### Table of Contents



lease-up




---



##### Table of Contents



Contractual
    Obligations
    Obligation Due Date1 Year or


2-3


4-5


After 5Contractual Obligations

Total


Less


Years


Years


YearsLong-term debt(1)

$
1,072,204


$
54,809


$
356,539


$
294,646


$
366,210Lines of credit(1)(2)


290,411



14,485



275,926







Operating leases(3)


159,689



1,863



3,484



3,605



150,737Other long-term obligations(4)


18,581



4,968



6,393



4,549



2,671Development and construction obligations(5)


389,015



208,241



180,774







$
1,929,900


$
284,366


$
823,116


$
302,801


$
519,617   (1)
    
    Amounts include principal and
    interest payments.(2)
    
    At December 31, 2007, the
    Company had issued letters of credit to third parties totaling
    $1,350 under its credit facility arrangements.(3)
    
    Primarily includes ground leases
    underlying apartment communities owned by the Company.(4)
    
    Represents amounts committed to
    current and former executive officers under the terms of
    employment and severance agreements.(5)
    
    Represents estimated remaining
    amounts necessary to complete projects under development at
    December 31, 2007, including amounts due under general
    construction contracts.    Form 10-K.
  Off-Balance
    Sheet Arrangements




---



##### Table of Contents



Long-term
    Debt Issuances and Retirements
        Stock
    Repurchase Program
    Capitalization
    of Fixed Assets and Community Improvements




---



##### Table of Contents



Year Ended December 31,2007


2006


2005New community development and acquisition activity(1)

$
284,239


$
295,979


$
116,710Periodically recurring capital expendituresCommunity rehabilitation and other revenue generating
    improvements(2)


13,074



10,641



Other community additions and improvements(3)


8,451



5,964



4,508Annually recurring capital expendituresCarpet replacements and other community additions and
    improvements(4)


11,110



11,145



9,921Corporate additions and improvements


2,903



3,480



1,771$
319,777


$
327,209


$
132,910Other DataCapitalized interest

$
11,801


$
9,942


$
2,907Capitalized development and associated costs(5)

$
4,053


$
1,884


$
1,219   (1)
    Reflects aggregate land and community development and
    acquisition costs, exclusive of assumed debt and the change in
    construction payables between years.(2)
    Represents expenditures for major renovations of communities,
    water sub-metering equipment and other upgrade costs that
    enhance the rental value of such units.(3)
    Represents property improvement expenditures that generally
    occur less frequently than on an annual basis.(4)
    Represents property improvement expenditures of a type that are
    expected to be incurred on an annual basis.(5)
    Reflects development personnel and associated costs capitalized
    to construction and development activities.  Current
    Development Activity
    CostsCompany


IncurredNumber


Retail


Company


Estimated


Share of


as ofCommunity

Location

of Units


Sq. Ft.


Ownership


Cost


Est. Cost


12/31/07(Company Share)Apartments:Post
Alexandertm

Atlanta, GA


307







100
%

$
62.4


$
62.4


$
39.8Post
    Walk®
    at Citrus Park Village

Tampa, FL


296







100
%


41.6



41.6



8.6Post
Eastsidetm

Dallas, TX


435



37,900



100
%


56.7



56.7



21.8Post Hyde
    Park®
    (expansion)

Tampa, FL


84







100
%


18.8
(4)


18.8



14.9Post Frisco
Bridgestm

Dallas, TX


269



29,000



100
%


41.3



41.3



7.8Post
    Park®

Wash. DC


396



1,700



100
%


84.7



84.7



14.1Post West
Austintm

Austin, TX


329







100
%


53.2



53.2



13.8Total Apartments




2,116



68,600






$
358.7


$
358.7


$
120.8Condominiums:The Residences
at 3630
Peachtreetm(5)

Atlanta, GA


137







50
%

$
93.4


$
47.6


$
11.1Four Seasons Residences

Austin, TX


168



8,000



100
%


133.5



133.5



18.9Total Condominiums




305



8,000






$
226.9


$
181.1


$
30.0




---



##### Table of Contents



EstimatedQuarter

Quarter of


Quarter of





Estimated


Unitsof Const.

First Units


Stabilized


Units


Quarter


Under


UnitsCommunity

Start

Available


Occupancy(1)


Leased(2)


Sell-out


Contract(3)


Closed(2)Apartments:Post
Alexandertm

2Q 2006


1Q 2008



2Q 2009







N/A



N/A



N/APost
    Walk®
    at Citrus Park Village

1Q 2008


1Q 2009



1Q 2010







N/A



N/A



N/APost
Eastsidetm

4Q 2006


2Q 2008



4Q 2009







N/A



N/A



N/APost Hyde
    Park®
    (expansion)

4Q 2006


4Q 2007



3Q 2008



21



N/A



N/A



N/APost Frisco
Bridgestm

3Q 2007


4Q 2008



2Q 2010







N/A



N/A



N/APost
    Park®

4Q 2007


1Q 2009



2Q 2010







N/A



N/A



N/APost West
Austintm

4Q 2007


1Q 2009



3Q 2009







N/A



N/A



N/ATotal Apartments












21Condominiums:The Residences
at 3630
Peachtreetm(5)

3Q 2007


3Q 2009



N/A



N/A



4Q 2010







Four Seasons Residences

1Q 2008


4Q 2009



N/A



N/A



4Q 2010



54



Total Condominiums




















54



   (1)
    
    The Company defines stabilized
    occupancy as the earlier to occur of (i) the attainment of
    95% physical occupancy on the first day of any month or
    (ii) one year after completion of construction.(2)
    
    As of January 28, 2008.(3)
    
    As of January 28, 2008,
    represents the total number of units under contract for sale
    upon completion and delivery of the units. There can be no
    assurance that condominium homes under contract will close.(4)
    
    Total estimated construction costs
    for the Post Hyde
    Park®
    expansion include the estimated replacement costs of six
    apartment units at the Companys existing Hyde Park
    community that are being demolished to accommodate the expansion.(5)
    
    The amounts reflected for this
    project represent the condominium portion of a mixed-use
    development currently being developed in an entity owned with
    other third-party developers. This condominium portion of the
    project is co-owned with an Atlanta-based condominium
    development partner.  Inflation
    Funds
    from Operations




---



##### Table of Contents



Year Ended December 31,2007


2006


2005Net income available to common shareholders

$
171,062


$
93,832


$
134,311Minority interest of common unitholders  continuing
    operations


1,491



418



(226
)Minority interest in discontinued operations(1)


903



1,399



7,325Depreciation on consolidated real estate assets


65,560



66,574



73,189Depreciation on real estate assets held in unconsolidated
    entities


1,143



906



969Gains on sales of real estate assets


(157,620
)


(80,927
)


(140,112
)Incremental gains on condominium sales(2)


6,922



1,406



8,280Gains on sales of real estate assets  unconsolidated
    entities


(186
)


(482
)


(612
)Incremental gains on condominium sales  unconsolidated
    entities(2)


107



96



359Funds from operations available to common shareholders and
    unitholders(3)

$
89,382


$
83,222


$
83,483Weighted average shares outstanding  basic


43,491



42,812



40,217Weighted average shares and units outstanding  basic


44,101



43,645



42,353Weighted average shares outstanding  diluted(4)


44,129



43,594



40,616Weighted average shares and units outstanding 
    diluted(4)


44,738



44,427



42,752   (1)
    Represents the minority interest in earnings and gains (losses)
    on properties held for sale and sold reported as discontinued
    operations for the periods presented.(2)
    The Company recognizes incremental gains on condominium sales in
    FFO, net of provision for income taxes, to the extent that net
    sales proceeds from the sale of condominium homes exceeds the
    greater of their fair value or net book value as of the date the
    property is acquired by its taxable REIT subsidiary.(3)
    FFO for the year ended December 31, 2007, included gains on
    the sale of land parcels of $5,186. FFO for the year ended
    December 31, 2006, included a gain related to the final
    proceeds of $325 related to the sale of a technology investment,
    non-cash income of $1,655 relating to the mark-to-market of an
    interest rate swap arrangement, a gain on the sale of marketable
    securities of $573 and a gain on the sale of a land parcel of
    $503. FFO for the year ended December 31, 2005 included a
    loss of $3,220 from the early extinguishment of debt associated
    with asset sales, a severance charge of $796 and a gain of
    $5,267 on the sale of a technology investment.(4)
    Diluted weighted average shares and units for the years ended
    December 31, 2005 include 400 of common stock equivalent
    shares and units that were antidilutive to all income (loss) per
    share computations under generally accepted accounting
    principles.




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    (In thousands)  Interest
    Rate Sensitivity
      
    maintain a conservative ratio of fixed rate, long-term debt to
    total debt such that variable rate exposure is kept at an
    acceptable level;
    fix certain long-term variable rate debt through the use of
    interest rate swaps or interest rate caps with appropriate
    matching maturities;
    use treasury locks where appropriate to fix rates on anticipated
    debt transactions; and
    take advantage of favorable market conditions for long-term debt
    and/or
    equity.      Expected Maturity DateThere-





Fair2008


2009


2010


2011


2012


after


Total


Value(In thousands)Debt obligationsLong-term debt:Fixed rate

$
3,495


$
74,753


$
186,618


$
139,266


$
100,956


$
202,703


$
707,791


$
726,614Average interest rate


5.82
%


5.47
%


7.68
%


5.40
%


5.45
%


6.09
%


6.22
%Floating rateCash management line(1)(2)










12,275















12,275



12,275Syndicated line of credit(1)(2)










245,000















245,000



245,000FNMA(3)


1,735



1,865



2,010



2,165



2,340



83,885



94,000



94,000Total floating rate debt


1,735



1,865



259,285



2,165



2,340



83,885



351,275



351,275Total debt

$
5,230


$
76,618


$
445,903


$
141,431


$
103,296


$
286,588


$
1,059,066


$
1,077,889    (1)
    
    Interest on these debt instruments
    is based on LIBOR plus 0.575% at December 31, 2007. At
    December 31, 2007, the one-month LIBOR rate was 4.6%.(2)
    
    Assumes the Companys
    Syndicated and Cash management lines of credit are repaid at
    their maturity dates.(3)
    
    In April 2006, the Company entered
    into a swap transaction that fixed the rate on the note at
    6.145%, inclusive of credit enhancement and other fees through
    July 31, 2009. Average




Expected


Fair ValuePay Rate/


Average

Settlement


AssetInterest Rate Derivatives

Notional Amount

Cap Rate


Receive Rate

Date


(Liab.)Interest Rate Swaps Variable to fixed

$97,010 amortizing to $90,270


5.21
%

1 month LIBOR


7/31/09


$
(2,224
)Interest rate caps

$28,495


5.00
%




2/01/08



$
(2,224
)




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   ITEM 9A.  CONTROLS
    AND PROCEDURES  Form 10-K. Rules 13a-15(b) 15d-15(b) Form 10-K. Rule 13a-15(e) 15d-15(e)
  Rule 13a-15(f) 15d-15(f)
  Form 10-K
  ITEM 9B.
    OTHER
    INFORMATION




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Code of
    Ethics
    Form 10-K, Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K, Form 10-K.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS  Form 10-K, Form 10-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K, Form 10-K.
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K, Form 10-K.




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENTS AND SCHEDULES  (a) 1. and 2. Financial Statements and Schedules
    INDEX TO
    FINANCIAL STATEMENTS
  
  PagePOST PROPERTIES, INC.Consolidated Financial Statements:Managements Report on Internal Control over
    Financial Reporting


55Reports of Independent Registered Public
    Accounting Firms


56Consolidated Balance Sheets as of
    December 31, 2007 and 2006


58Consolidated Statements of Operations for the
    Years Ended December 31, 2007, 2006 and 2005


59Consolidated Statements of Shareholders
    Equity and Accumulated Earnings for the Years Ended
    December 31, 2007, 2006 and 2005


60Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


62Notes to the Consolidated Financial Statements


63POST APARTMENT HOMES, L.P.Consolidated Financial Statements:Managements Report on Internal Control over
    Financial Reporting


90Reports of Independent Registered Public
    Accounting Firms


91Consolidated Balance Sheets as of
    December 31, 2007 and 2006


93Consolidated Statements of Operations for the
    Years Ended December 31, 2007, 2006 and 2005


94Consolidated Statements of Partners Equity
    for the Years Ended December 31, 2007, 2006 and 2005


95Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


96Notes to the Consolidated Financial Statements


97FINANCIAL STATEMENT SCHEDULESchedule III  Real Estate
    Investments and Accumulated Depreciation


122All other financial statement schedules are omitted because they
    are either not applicable or not required.(b) Exhibit Index


125(c) Financial Statements of Fifty Percent or Less Owned
    Persons   Form 10-K




---



##### Table of Contents



Post Properties,
    Inc.
 Consolidated Financial
    Statements
 December 31, 2007 and
    2006




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f). Internal Control  Integrated
    Framework Internal
    Control  Integrated Framework




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control 
    Integrated Framework issued by the Committee of Sponsoring
    Organizations of the Treadway Commission
        Internal Control  Integrated Framework issued by
    the Committee of Sponsoring Organizations of the Treadway
    Commission
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




---



##### Table of Contents



POST
    PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)  December 31,2007


2006AssetsReal estate assetsLand

$
276,680


$
278,448Building and improvements


1,840,563



1,821,123Furniture, fixtures and equipment


204,433



204,318Construction in progress


134,125



135,428Land held for future development


154,617



92,8002,610,418



2,532,117Less: accumulated depreciation


(562,226
)


(547,477
)For-sale condominiums


38,844



28,295Assets held for sale, net of accumulated depreciation of $4,031
    and$4,035 at December 31, 2007 and 2006, respectively


24,576



15,645Total real estate assets


2,111,612



2,028,580Investments in and advances to unconsolidated real estate
    entities


23,036



32,794Cash and cash equivalents


11,557



3,663Restricted cash


5,642



5,203Deferred charges, net


10,538



12,400Other assets


105,756



34,007Total assets

$
2,268,141


$
2,116,647Liabilities and shareholders equityIndebtedness

$
1,059,066


$
1,033,779Accounts payable and accrued expenses


100,215



75,403Dividend and distribution payable


19,933



19,886Accrued interest payable


4,388



4,885Security deposits and prepaid rents


11,708



9,915Total liabilities


1,195,310



1,143,868Minority interest of common unitholders in Operating Partnership


10,354



14,057Minority interests in consolidated real estate entities


3,972



2,268Total minority interests


14,326



16,325Commitments and contingenciesShareholders equityPreferred stock, $.01 par value, 20,000 authorized:81/2%
    Series A Cumulative Redeemable Shares, liquidation
    preference $50 per share, 900 shares issued and outstanding


9



975/8%
    Series B Cumulative Redeemable Shares, liquidation
    preference $25 per share, 2,000 shares issued and
    outstanding


20



20Common stock, $.01 par value, 100,000 authorized:43,825 and 43,603 shares issued, 43,825 and
    43,486 shares outstanding at December 31, 2007 and
    2006, respectively


438



436Additional
    paid-in-capital


874,928



869,587Accumulated earnings


189,985



97,567Accumulated other comprehensive income (loss)


(3,962
)


(3,490
)1,061,418



964,129Less common stock in treasury, at cost, 72 and 175 sharesat December 31, 2007 and 2006, respectively


(2,913
)


(7,675
)Total shareholders equity


1,058,505



956,454Total liabilities and shareholders equity

$
2,268,141


$
2,116,647   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data) Year Ended December 31,2007


2006


2005RevenuesRental

$
290,975


$
274,731


$
257,141Other property revenues


15,965



16,412



14,875Other


602



402



255Total revenues


307,542



291,545



272,271ExpensesProperty operating and maintenance (exclusive of items shown
    separately below)


141,142



133,490



124,754Depreciation


66,371



65,687



68,795General and administrative


21,337



18,502



18,307Investment, development and other


7,063



6,424



4,711Severance charges










796Total expenses


235,913



224,103



217,363Operating income


71,629



67,442



54,908Interest income


822



1,261



661Interest expense


(52,116
)


(52,533
)


(54,197
)Amortization of deferred financing costs


(3,297
)


(3,526
)


(4,661
)Gains (losses) on sales of real estate assets, net


100,015



12,881



(531
)Equity in income of unconsolidated real estate entities


1,556



1,813



1,767Other income (expense)


(1,098
)


2,592



5,267Minority interest in consolidated property partnerships


(1,857
)


(257
)


(110
)Minority interest of common unitholders


(1,491
)


(418
)


226Income from continuing operations


114,163



29,255



3,330Discontinued operationsIncome from discontinued property operations, net of minority
    interest


2,733



5,453



8,664Gains on sales of real estate assets, net of minority interest


61,925



67,247



132,997Loss on early extinguishment of indebtedness, net of minority
    interest


(122
)


(486
)


(3,043
)Income from discontinued operations


64,536



72,214



138,618Net income


178,699



101,469



141,948Dividends to preferred shareholders


(7,637
)


(7,637
)


(7,637
)Net income available to common shareholders

$
171,062


$
93,832


$
134,311Per common share data  BasicIncome (loss) from continuing operations (net of preferred
    dividends)

$
2.45


$
0.50


$
(0.11
)Income from discontinued operations


1.48



1.69



3.45Net income available to common shareholders

$
3.93


$
2.19


$
3.34Weighted average common shares outstanding  basic


43,491



42,812



40,217Per common share data  DilutedIncome (loss) from continuing operations (net of preferred
    dividends)

$
2.41


$
0.50


$
(0.11
)Income from discontinued operations


1.46



1.66



3.45Net income available to common shareholders

$
3.88


$
2.15


$
3.34Weighted average common shares outstanding  diluted


44,129



43,594



40,217   The accompanying notes are an integral part of these
    consolidated financial statements.







---



##### Table of Contents





POST
    PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND

ACCUMULATED EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

(In thousands, except per share data)  AccumulatedAdditional





OtherPreferred


Common


Preferred


Common


Paid-in


Accumulated


Comprehensive


Deferred


TreasuryShares


Shares


Stock


Stock


Capital


Earnings


Income (Loss)


Compensation


Stock


TotalShareholders Equity and Accumulated Earnings,
    December 31, 2004


2,900



40,164


$
29


$
401


$
775,221


$
25,075


$
(8,668
)

$
(3,988
)

$



$
788,070Comprehensive incomeNet income






















141,948















141,948Net change in derivatives, net of minority interest


























5,559











5,559Total comprehensive income






































147,507Proceeds from employee stock purchase, stock option and other
    plans






1,138







8



16,181















21,652



37,841Adjustment for minority interest of unitholders in Operating
    Partnership upon conversion of units into common shares and at
    dates of capital transactions






1,097







5



10,065







(1,099
)






11,473



20,444Stock-based compensation, net of minority interest


















888



















888Restricted stock issuances, net of forfeitures






26











1,410











(1,004
)


(406
)


Amortization of deferred compensation






























1,367







1,367Treasury stock acquisitions






(1,031
)


























(34,400
)


(34,400
)Dividends to preferred shareholders






















(7,637
)














(7,637
)Dividends to common shareholders ($1.80 per share)






















(73,071
)














(73,071
)Shareholders Equity and AccumulatedEarnings, December 31, 2005


2,900



41,394



29



414



803,765



86,315



(4,208
)


(3,625
)


(1,681
)


881,009Cumulative effect of application of SAB 108






















(4,725
)














(4,725
)Shareholders Equity and Accumulated Earnings,
    January 1, 2006


2,900



41,394



29



414



803,765



81,590



(4,208
)


(3,625
)


(1,681
)


876,284Comprehensive incomeNet income






















101,469















101,469Net change in derivatives, net of minority interest


























796











796Total comprehensive income






































102,265Transition effect of adoption of SFAS 123R


















(3,625
)










3,625







Proceeds from employee stock purchase, stock option and other
    plans






1,462







15



53,458















(994
)


52,479Adjustment for minority interest of unitholders in Operating
    Partnership upon conversion of units into common shares and at
    dates of capital transactions






697







7



13,133







(78
)










13,062Stock-based compensation, net of minority interest






42











2,856



















2,856Treasury stock acquisitions






(109
)


























(5,000
)


(5,000
)Dividends to preferred shareholders






















(7,637
)














(7,637
)Dividends to common shareholders ($1.80 per share)






















(77,855
)














(77,855
)Shareholders Equity and Accumulated Earnings,
    December 31, 2006


2,900



43,486


$
29


$
436


$
869,587


$
97,567


$
(3,490
)

$



$
(7,675
)

$
956,454




---



##### Table of Contents



POST
    PROPERTIES, INC.
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND
 ACCUMULATED EARNINGS (contd)
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
 (In thousands, except per share data)
  AccumulatedAdditional





OtherPreferred


Common


Preferred


Common


Paid-in


Accumulated


Comprehensive


Deferred


TreasuryShares


Shares


Stock


Stock


Capital


Earnings


Income (Loss)


Compensation


Stock


TotalShareholders Equity and Accumulated Earnings,
    December 31, 2006


2,900



43,486


$
29


$
436


$
869,587


$
97,567


$
(3,490
)

$



$
(7,675
)

$
956,454Comprehensive incomeNet income






















178,699















178,699Net change in derivatives, net of minority interest


























(458
)










(458
)Total comprehensive income






































178,241Proceeds from employee stock purchase, stock option and other
    plans






187







1



(302
)














4,929



4,628Adjustment for minority interest of unitholders in Operating
    Partnership upon conversion of units into common shares and at
    dates of capital transactions






235







1



1,581







(14
)






3,527



5,095Stock-based compensation, net of minority interest


















4,062



















4,062Treasury stock acquisitions






(83
)


























(3,694
)


(3,694
)Dividends to preferred shareholders






















(7,637
)














(7,637
)Dividends to common shareholders ($1.80 per share)






















(78,644
)














(78,644
)Shareholders Equity and Accumulated Earnings,
    December 31, 2007


2,900



43,825


$
29


$
438


$
874,928


$
189,985


$
(3,962
)

$



$
(2,913
)

$
1,058,505   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents





POST
    PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except per share data)  Year Ended December 31,2007


2006


2005Cash Flows From Operating ActivitiesNet income

$
178,699


$
101,469


$
141,948Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


67,440



68,967



76,248Amortization of deferred financing costs


3,297



3,526



4,661Minority interest of common unitholders in Operating Partnership


1,491



418



(226
)Minority interest in discontinued operations


902



1,399



7,325Minority interest in consolidated entities


1,857



257



(239
)Gains on sales of real estate assets


(162,806
)


(81,430
)


(140,643
)Other expense (income)


1,123



(1,433
)


(5,267
)Equity in income of unconsolidated entities


(1,556
)


(1,813
)


(1,634
)Distributions of earnings of unconsolidated entities


2,554



2,713



2,033Deferred compensation


502



471



194Stock-based compensation


4,118



2,910



2,293Loss on early extinguishment of debt


124



495



2,264Changes in assets, (increase) decrease in:Other assets


(3,535
)


(3,009
)


(4,012
)Deferred charges


(177
)


(129
)


(1,082
)Changes in liabilities, increase (decrease) in:Accrued interest payable


(497
)


(594
)


(2,199
)Accounts payable and accrued expenses


2,754



655



2,476Security deposits and prepaid rents


1,354



(546
)


2,621Net cash provided by operating activities


97,644



94,326



86,761Cash Flows From Investing ActivitiesConstruction and acquisition of real estate assets, net of
    payables


(262,958
)


(239,428
)


(112,527
)Net proceeds from sales of real estate assets


245,522



176,419



199,546Proceeds from sale of other investments






898



5,267Capitalized interest


(11,801
)


(9,942
)


(2,907
)Annually recurring capital expenditures


(11,110
)


(11,145
)


(9,921
)Periodically recurring capital expenditures


(8,451
)


(5,964
)


(4,508
)Community rehabilitation and other revenue generating capital
    expenditures


(13,074
)


(10,641
)


Corporate additions and improvements


(2,903
)


(3,480
)


(1,771
)Distributions from (investments in and advances to)
    unconsolidated entities


36,033



(2,125
)


(5,846
)Note receivable collections and other investments


866



944



2,960Net cash provided by (used in) investing activities


(27,876
)


(104,464
)


70,293Cash Flows From Financing ActivitiesLines of credit proceeds, net


148,362



7,534



50,631Proceeds from indebtedness






190,000



100,000Payments on indebtedness


(123,145
)


(145,763
)


(217,934
)Payments of financing costs


(894
)


(3,971
)


(1,211
)Treasury stock acquisitions


(3,694
)


(5,000
)


(34,400
)Proceeds from employee stock purchase and stock options plans


4,126



52,008



36,084Capital contributions (distributions) of minority interests


656



(1,183
)


283Distributions to common unitholders


(1,156
)


(1,685
)


(4,060
)Dividends paid to preferred shareholders


(7,637
)


(7,637
)


(7,637
)Dividends paid to common shareholders


(78,492
)


(76,912
)


(72,523
)Net cash provided by (used in) financing activities


(61,874
)


7,391



(150,767
)Net increase (decrease) in cash and cash equivalents


7,894



(2,747
)


6,287Cash and cash equivalents, beginning of period


3,663



6,410



123Cash and cash equivalents, end of period

$
11,557


$
3,663


$
6,410   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents





POST
    PROPERTIES, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(In
    thousands, except per share data)

­
    ­ 1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  Organization
  and/or lease-up.
      Possible
    business combination
    Basis of
    presentation
  No. 04-5).




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Cost
    capitalization
        Real
    estate assets, depreciation and impairment
  20-40 years;




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   and/or
    Revenue
    recognition
        EITF 06-8. EITF 06-8.




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     Long-term
    ground leases
    Apartment
    community acquisitions
    Stock-based
    compensation
      Derivative
    financial instruments
    Cash and
    cash equivalents
    Restricted
    cash




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Deferred
    financing costs
    Per share
    data
    Conversion
    of common units in the Operating Partnership
  No. 95-7,
  Use of
    estimates
    New
    accounting pronouncements




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
             2.
    REAL
    ESTATE ACQUISITIONS AND DISPOSITIONS  Acquisitions
  350-unit
    361-unit
  150-unit




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Lease-up
  319-unit
  Dispositions
        Year Ended December 31,2007


2006


2005Condominium revenues

$
77,458


$
33,364


$
Condominium costs and expenses


(63,897
)


(20,986
)


(531
)Gains (losses) on sales of condominiums, net

$
13,561


$
12,378


$
(531
)




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
       Year Ended December 31,2007


2006


2005RevenuesRental

$
8,572


$
20,065


$
35,587Other property revenues


676



1,914



3,408Total revenues


9,248



21,979



38,995ExpensesProperty operating and maintenance (exclusive of items shown
    separately below)


3,890



8,951



16,496Depreciation


1,069



3,280



7,452Interest


1,517



4,189



6,862Minority interest in consolidated property partnerships










(335
)Total expenses


6,476



16,420



30,475Income from discontinued property operations before minority
    interest


2,772



5,559



8,520Minority interest


(39
)


(106
)


144Income from discontinued property operations

$
2,733


$
5,453


$
8,664       Year Ended December 31,2007


2006


2005Condominium revenues

$
560


$
7,322


$
56,012Condominium costs and expenses


(176
)


(7,097
)


(39,200
)Gains on condominium sales, before minority interest and income
    taxes


384



225



16,812Minority interest


(5
)


(4
)


(814
)Provision for income taxes










(594
)Gains on condominium sales, net of minority interest

$
379


$
221


$
15,404




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     3.
    INVESTMENTS
    IN UNCONSOLIDATED REAL ESTATE ENTITIES    agreed-upon
      December 31,Balance Sheet Data

2007


2006Real estate assets, net of accumulated depreciation of $15,204
    and $11,039, respectively

$
325,705


$
93,614Assets held for sale, net






3,027Cash and other


7,254



4,067Total assets

$
332,959


$
100,708Mortgage/construction notes payable

$
214,549


$
66,998Other liabilities


5,541



1,107Total liabilities


220,090



68,105Members equity


112,869



32,603Total liabilities and members equity

$
332,959


$
100,708Companys equity investment in Property LLCs(1)

$
9,348


$
16,883   (1)
    At December 31, 2007, the Companys equity investment
    is shown net of a credit investment of $13,688 discussed above.




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Year ended December 31,Income Statement Data

2007


2006


2005RevenuesRental

$
17,998


$
11,447


$
10,789Other property revenues


1,169



752



807Other


121



47



33Total revenues


19,288



12,246



11,629ExpensesProperty operating and maintenance


7,125



3,948



3,689Depreciation and amortization


6,881



2,650



2,621Interest


5,940



2,752



2,752Total expenses


19,946



9,350



9,062Income (loss) from continuing operations


(658
)


2,896



2,567Discontinued operationsIncome (loss) from discontinued operations


39



(343
)


(176
)Gains on sales of real estate assets, net


861



2,947



2,834Loss on early extinguishment of debt










(273
)Income from discontinued operations


900



2,604



2,385Net income

$
242


$
5,500


$
4,952Companys share of net income

$
1,556


$
1,813


$
1,767     Year ended December 31,2007


2006


2005Condominium revenues

$
4,592


$
21,857


$
15,098Condominium costs and expenses


(3,731
)


(18,910
)


(12,264
)Gains on condominium sales, net

$
861


$
2,947


$
2,834   25-year




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     4.
    INDEBTEDNESS    Maturity

December 31,Description

Payment Terms

Interest Rate


Date

2007


2006Senior Unsecured Notes

Int.


5.13%-7.70%


2010-2013

$
535,000


$
560,000Unsecured Lines of CreditSyndicated Line of Credit

N/A


LIBOR + 0.575%
(1)

2010


245,000



95,000Cash Management Line

N/A


LIBOR + 0.575%


2010


12,275



13,913257,275



108,913Fixed Rate Secured NotesFNMA

Prin. and Int.


6.15%
(2)

2029


94,000



95,600Other

Prin. and Int.


4.27% - 6.50%


2009-2013


172,791



259,371266,791



354,971Tax-Exempt Floating RateSecured Bonds














9,895Total









$
1,059,066


$
1,033,779   (1)
    Represents stated rate. At December 31, 2007, the weighted
    average interest rate was 5.63%.(2)
    Interest rate is fixed at 6.15%, inclusive of credit enhancement
    and other fees, to 2009 through an interest rate swap
    arrangement.  Debt
    maturities
    2008

$
5,2302009


76,6182010


445,903
(1)2011


141,4312012


103,296Thereafter


286,588$
1,059,066   (1)
    Includes outstanding balance on lines of credit totaling
    $257,275.  Debt
    issuances, retirements and modifications
  2007




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
      2006
            Unsecured
    lines of credit




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Interest
    paid
    Pledged
    assets and other
    5.
    DEFERRED
    CHARGES    December 31,2007


2006Deferred financing costs

$
17,041


$
18,073Other


5,677



5,50122,718



23,574Less: accumulated amortization


(12,180
)


(11,174
)$
10,538


$
12,400   6.
    SHAREHOLDERS
    EQUITY  Preferred
    Stock
    ApproximateLiquidation


Optional


Redemption


Stated


DividendOutstanding


Preference


Redemption


Price(1)


Dividend


RateDescription

Shares


(per share)


Date(1)


(per share)


Yield


(per share)Series A


900


$
50.00



10/01/26


$
50.00



8.5
%

$
4.25Series B


2,000


$
25.00



(2
)

$
25.00



7.625
%

$
1.91   (1)
    
    The preferred stock is redeemable,
    at the Companys option, for cash.(2)
    
    The Series B preferred stock
    became redeemable at the Companys option on
    October 28, 2007.  Common
    Stock Purchases
  Rule 10b5-1
  Rule 10b5-1




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Computation
    of Earnings Per Common Share
    Year Ended December 31, 2007Income


Shares


Per-Share(Numerator)


(Denominator)


AmountIncome from continuing operations

$
114,163Less: Preferred stock dividends


(7,637
)Basic EPSIncome from continuing operations available to common
    shareholders


106,526



43,491


$
2.45Effect of dilutive securitiesStock options and awards






638Diluted EPSIncome from continuing operations available to common
    shareholders

$
106,526



44,129


$
2.41   Year Ended December 31,2006Income


Shares


Per-Share(Numerator)


(Denominator)


AmountIncome from continuing operations

$
29,255Less: Preferred stock dividends


(7,637
)Basic EPSIncome from continuing operations available to common
    shareholders


21,618



42,812


$
0.50Effect of dilutive securitiesStock options and awards






782Diluted EPSIncome from continuing operations available to common
    shareholders

$
21,618



43,594


$
0.50




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Year Ended December 31,2005Income


Shares


Per-Share(Numerator)


(Denominator)


AmountIncome from continuing operations

$
3,330Less: Preferred stock dividends


(7,637
)Basic EPSLoss from continuing operations available to common shareholders


(4,307
)


40,217


$
(0.11
)Effect of dilutive securitiesStock options and awards







(1)Diluted EPSLoss from continuing operations available to common shareholders

$
(4,307
)


40,217


$
(0.11
)   (1)
    For the year ended December 31, 2005, the potential
    dilution from the Companys outstanding stock options and
    awards of 400 shares was antidilutive to the loss from
    continuing operations per share calculation. As such, this
    amount was excluded from weighted average shares.    7.
    SEVERANCE
    COSTS      2007


2006


2005Accrued severance charges, beginning of year

$
12,832


$
14,325


$
15,317Severance charges


283







796Payments for period


(2,640
)


(2,341
)


(2,694
)Interest accretion


740



848



906Accrued severance charges, end of year

$
11,215


$
12,832


$
14,325     8.
    INCOME
    TAXES




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
             Reconciliation
    of net income to taxable income
    2007


2006


2005(Estimate)


(Actual)


(Actual)Net income

$
178,699


$
101,469


$
141,948Add (subtract) net loss (income) of taxable REIT subsidiaries


709



2,537



(6,882
)Adjusted net income


179,408



104,006



135,066Book/tax depreciation difference


(7,051
)


(4,325
)


(1,354
)Book/tax difference on gains from real estate sales


(65,134
)


(41,909
)


(15,747
)Book/tax difference on stock-based compensation


198



(13,304
)


(5,454
)Other book/tax differences, net


(1,570
)


(7,563
)


1,990Taxable income before allocation of taxable capital gains


105,852



36,905



114,501Income taxable as capital gains


(87,907
)


(34,756
)


(116,760
)Taxable ordinary income (loss)

$
17,945


$
2,149


$
(2,259
)




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   Income
    tax characterization of dividends
    2007


2006


2005Amount


%


Amount


%


Amount


%Capital gains

$
1.38



76.6
%

$
0.87



48.5
%

$
0.99



55.1
%Unrecaptured Section 1250 gains


0.42



23.4
%


0.86



48.1
%


0.81



44.9
%Ordinary income










0.06



3.2
%






Return of capital










0.01



0.3
%






$
1.80



100.0
%

$
1.80



100.0
%

$
1.80



100.0
%       Taxable
    REIT subsidiaries
      2007


2006


2005Current tax expenseFederal

$
900


$



$
251State


110







3431,010







594Deferred tax expenseFederal


(900
)






State


(110
)






(1,010
)






Total income tax expense










594Income tax expense  discontinued operations










(594
)Income tax expense  continuing operations

$



$



$





---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     2007


2006Deferred tax assetsDeferred interest

$
2,649


$
1,761Accrued liabilities


1,154



512Cost capitalization/recognition


864



260Real estate asset basis differences






1,106Other


297



1014,964



3,740Deferred tax liabilitiesAmortization


(797
)


(797
)(797
)


(797
)Net deferred tax assets, before valuation allowances


4,167



2,943Valuation allowances


(3,157
)


(2,943
)Net deferred tax assets (liabilities)

$
1,010


$
       2005Federal tax rate


35
%State income tax, net of federal benefit


4Federal alternative minimum taxes


3Change in valuation allowance of deferred tax assets


(35
)7
%   9.
    STOCK-BASED
    COMPENSATION PLANS  Stock
    Compensation Plans
    Incentive
    Stock Plans




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
       2007


2006


2005Dividend yield


3.8
%


4.4
%


5.5
%Expected volatility


18.1
%


17.5
%


17.1
%Risk-free interest rate


4.8
%


4.3
%


3.1
%Expected option life


5 years



5 years



5 years         2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


2,375


$
33



3,534


$
34



4,491


$
33Granted


199



48



311



41



277



33Exercised


(108
)


36



(1,462
)


36



(1,105
)


33Forfeited


(11
)


41



(8
)


35



(129
)


30Outstanding at end of year


2,455



34



2,375



33



3,534



34Options exercisable at year-end


1,797



33



1,447



33



2,437



36Weighted-average fair value of options granted during the year

$
7.22






$
4.91






$
2.73




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
         2007


2006Weighted





WeightedAverage





AverageGrant-Date





Grant-DateShares


Fair Value


Shares


Fair ValueUnvested shares, beginning or period


125


$
31



140


$
28Granted


61



46



42



41Vested


(66
)


36



(57
)


32Forfeited


(1
)


42







Unvested shares, end of period


119



35



125


$
31   paid-in-capital.
  Employee
    Stock Purchase Plan
    10.
    EMPLOYEE
    BENEFIT PLAN    11.
    COMMITMENTS
    AND CONTINGENCIES  Land,
    office and equipment leases




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     2008

$
1,8632009


1,7292010


1,7552011


1,7852012


1,8202013 and thereafter

$
150,737     Legal
    proceedings
      12.
    RELATED
    PARTY TRANSACTIONS




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     13.
    DERIVATIVE
    FINANCIAL INSTRUMENTS            14.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS  and/or




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
         15.
    SEGMENT
    INFORMATION  Segment
    Description
      
    Fully stabilized communities  those apartment
    communities which have been stabilized (the earlier of the point
    at which a property reaches 95% occupancy or one year after
    completion of construction) for both the current and prior year.
    Development, rehabilitation and
    lease-up
    communities  those apartment communities that are
    under development, rehabilitation and
    lease-up but
    were not stabilized by the beginning of the current year,
    including communities that stabilized during the current year.
    Condominium conversion and other communities  those
    portions of existing apartment communities being converted into
    condominiums and other communities converted to joint venture
    ownership that are reflected in continuing operations under
    SFAS No. 144 (see note 1).
    Acquired communities  those communities acquired in
    the current or prior year.  Segment
    Performance Measure




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     Segment
    Information
    Year Ended December 31,2007


2006


2005RevenuesFully stabilized communities

$
244,537


$
233,637


$
219,973Development, rehabilitation and
    lease-up
    communities


14,972



9,545



10,438Condominium conversion and other communities


9,810



17,281



19,989Acquired communities


13,760



7,027



Other property segments


23,861



23,653



21,616Other


602



402



255Consolidated revenues

$
307,542


$
291,545


$
272,271Contribution to Property Net Operating IncomeFully stabilized communities

$
152,200


$
145,346


$
135,511Development, rehabilitation and
    lease-up
    communities


6,908



4,254



6,077Condominium conversion and other communities


5,457



9,811



13,144Acquired communities


8,256



3,929



Other property segments, including corporate management expenses


(7,023
)


(5,687
)


(7,470
)Consolidated property net operating income


165,798



157,653



147,262Interest income


822



1,261



661Other revenues


602



402



255Minority interest in consolidated property partnerships


(1,857
)


(257
)


(110
)Depreciation


(66,371
)


(65,687
)


(68,795
)Interest expense


(52,116
)


(52,533
)


(54,197
)Amortization of deferred financing costs


(3,297
)


(3,526
)


(4,661
)General and administrative


(21,337
)


(18,502
)


(18,307
)Investment and development


(7,063
)


(6,424
)


(4,711
)Severance charges










(796
)Gains (losses) on sales of real estate assets, net


100,015



12,881



(531
)Equity in income of unconsolidated real estate entities


1,556



1,813



1,767Other income (expense)


(1,098
)


2,592



5,267Minority interest of common unitholders


(1,491
)


(418
)


226Income from continuing operations


114,163



29,255



3,330Income from discontinued operations


64,536



72,214



138,618Net income

$
178,699


$
101,469


$
141,948




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
   16.
    SUPPLEMENTAL
    CASH FLOW INFORMATION                17.
    OTHER
    INCOME (EXPENSE)




---



##### Table of Contents



POST PROPERTIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands, except per share data)
     18.
    QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)  Form 10-Q
  Year Ended December 31, 2007First


Second


Third


FourthRevenues

$
75,360


$
76,065


$
78,011


$
78,106Income (loss) from continuing operations


6,890



63,397



9,947



33,929Income from discontinued operations


17,581



540



1,102



45,313Net income


24,471



63,937



11,049



79,242Dividends to preferred shareholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common shareholders

$
22,562


$
62,027


$
9,140


$
77,333Earnings per common share:Net income available to common shareholders  basic

$
0.52


$
1.43


$
0.21


$
1.77Net income available to common shareholders  diluted

$
0.51


$
1.40


$
0.21


$
1.76   Year Ended December 31, 2006First


Second


Third


FourthRevenues

$
70,146


$
72,160


$
74,709


$
74,530Income from continuing operations


3,417



12,106



7,019



6,713Income from discontinued operations


1,384



1,878



28,782



40,170Net income


4,801



13,984



35,801



46,883Dividends to preferred shareholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common shareholders

$
2,892


$
12,074


$
33,892


$
44,974Earnings per common share:Net income available to common shareholders  basic

$
0.07


$
0.28


$
0.79


$
1.04Net income available to common shareholders  diluted

$
0.07


$
0.28


$
0.77


$
1.02




---



##### Table of Contents



Post Apartment
    Homes, L.P.
 Consolidated Financial
    Statements
 December 31, 2007 and
    2006




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f). Internal Control  Integrated
    Framework Internal
    Control  Integrated Framework




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control  Integrated Framework issued by
    the Committee of Sponsoring Organizations of the Treadway
    Commission.
        Internal Control  Integrated
    Framework issued by the Committee of Sponsoring Organizations of
    the Treadway Commission.
  Considering the
    Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
    CONSOLIDATED BALANCE SHEETS(In thousands, except per unit data)  December 31,2007


2006AssetsReal estate assetsLand

$
276,680


$
278,448Building and improvements


1,840,563



1,821,123Furniture, fixtures and equipment


204,433



204,318Construction in progress


134,125



135,428Land held for future development


154,617



92,8002,610,418



2,532,117Less: accumulated depreciation


(562,226
)


(547,477
)For-sale condominiums


38,844



28,295Assets held for sale, net of accumulated depreciation of $4,031
    and $4,035 at December 31, 2007 and 2006, respectively


24,576



15,645Total real estate assets


2,111,612



2,028,580Investments in and advances to unconsolidated real estate
    entities


23,036



32,794Cash and cash equivalents


11,557



3,663Restricted cash


5,642



5,203Deferred charges, net


10,538



12,400Other assets


105,756



34,007Total assets

$
2,268,141


$
2,116,647Liabilities and partners equityIndebtedness

$
1,059,066


$
1,033,779Accounts payable and accrued expenses


100,215



75,403Distribution payable


19,933



19,886Accrued interest payable


4,388



4,885Security deposits and prepaid rents


11,708



9,915Total liabilities


1,195,310



1,143,868Minority interests in consolidated real estate entities


3,972



2,268Commitments and contingenciesPartners equity
    Preferred units


95,000



95,000Common units
    General partner


11,329



10,341Limited partner


966,535



868,711Accumulated other comprehensive income (loss)


(4,005
)


(3,541
)Total partners equity


1,068,859



970,511Total liabilities and partners equity

$
2,268,141


$
2,116,647   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
    CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per unit data)  Year Ended December 31,2007


2006


2005RevenuesRental

$
290,975


$
274,731


$
257,141Other property revenues


15,965



16,412



14,875Other


602



402



255Total revenues


307,542



291,545



272,271ExpensesProperty operating and maintenance (exclusive of items shown
    separately below)


141,142



133,490



124,754Depreciation


66,371



65,687



68,795General and administrative


21,337



18,502



18,307Investment, development and other


7,063



6,424



4,711Severance charges










796Total expenses


235,913



224,103



217,363Operating income


71,629



67,442



54,908Interest income


822



1,261



661Interest expense


(52,116
)


(52,533
)


(54,197
)Amortization of deferred financing costs


(3,297
)


(3,526
)


(4,661
)Gains (losses) on sales of real estate assets, net


100,015



12,881



(531
)Equity in income of unconsolidated real estate entities


1,556



1,813



1,767Other income (expense)


(1,098
)


2,592



5,267Minority interest in consolidated property partnerships


(1,857
)


(257
)


(110
)Income from continuing operations


115,654



29,673



3,104Discontinued operationsIncome from discontinued property operations


2,772



5,559



8,520Gains on sales of real estate assets


62,790



68,549



140,643Loss on early extinguishment of indebtedness


(124
)


(495
)


(3,220
)Income from discontinued operations


65,438



73,613



145,943Net income


181,092



103,286



149,047Distributions to preferred unitholders


(7,637
)


(7,637
)


(7,637
)Net income available to common unitholders

$
173,455


$
95,649


$
141,410Per common unit data  BasicIncome (loss) from continuing operations (net of preferred
    distributions)

$
2.45


$
0.50


$
(0.11
)Income from discontinued operations


1.48



1.69



3.45Net income available to common unitholders

$
3.93


$
2.19


$
3.34Weighted average common units outstanding  basic


44,101



43,645



42,353Per common unit data  DilutedIncome (loss) from continuing operations (net of preferred
    distributions)

$
2.41


$
0.50


$
(0.11
)Income from discontinued operations


1.46



1.66



3.45Net income available to common unitholders

$
3.88


$
2.15


$
3.34Weighted average common units outstanding  diluted


44,738



44,427



42,353   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
    CONSOLIDATED STATEMENTS OF PARTNERS EQUITY
    FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005(In thousands, except per unit data)  AccumulatedCommon Units


OtherPreferred


Common


Preferred


General


Limited


ComprehensiveUnits


Units


Units


Partner


Partners


Income (Loss)


Total(No. of Units)


(No. of Units)Partners Equity, December 31, 2004


2,900



42,663


$
95,000


$
8,673


$
737,940


$
(10,202
)

$
831,411Comprehensive incomeNet income










7,637



1,414



139,996







149,047Net change in derivative value






















5,850



5,850Total comprehensive income


























154,897Contributions from the Company related to employee stock
    purchase, stock option and other plans






1,138







378



37,463







37,841Contributions from the Company related to shares issued for
    restricted stock, net of deferred compensation






26







14



1,353







1,367Equity-based compensation














9



917







926Purchase of common units






(1,031
)










(34,400
)






(34,400
)Distributions to preferred unitholders










(7,637
)














(7,637
)Distributions to common unitholders ($1.80 per unit)














(766
)


(75,866
)






(76,632
)Partners Equity, December 31, 2005


2,900



42,796



95,000



9,722



807,403



(4,352
)


907,773Cumulative effect of application of SAB 108














(49
)


(4,836
)






(4,885
)Partners Equity, January 1, 2006


2,900



42,796



95,000



9,673



802,567



(4,352
)


902,888Comprehensive incomeNet income










7,637



956



94,693







103,286Net change in derivative value






















811



811Total comprehensive income


























104,097Contributions from the Company related to employee stock
    purchase, stock option and other plans






1,462







525



51,954







52,479Equity-based compensation






42







29



2,881







2,910Purchase of common units






(109
)






(50
)


(4,950
)






(5,000
)Distributions to preferred unitholders










(7,637
)














(7,637
)Distributions to common unitholders ($1.80 per unit)














(792
)


(78,434
)






(79,226
)Partners Equity, December 31, 2006


2,900



44,191



95,000



10,341



868,711



(3,541
)


970,511Comprehensive incomeNet income










7,637



1,735



171,720







181,092Net change in derivative value






















(464
)


(464
)Total comprehensive income


























180,628Contributions from the Company related to employee stock
    purchase, stock option and other plans














46



4,582







4,628Equity-based compensation






187







41



4,077







4,118Purchase of common units






(83
)






(37
)


(3,657
)






(3,694
)Distributions to preferred unitholders










(7,637
)














(7,637
)Distributions to common unitholders ($1.80 per unit)














(797
)


(78,898
)






(79,695
)Partners Equity, December 31, 2007


2,900



44,295


$
95,000


$
11,329


$
966,535


$
(4,005
)

$
1,068,859   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except per unit data) Year Ended December 31,2007


2006


2005Cash Flows From Operating ActivitiesNet income

$
181,092


$
103,286


$
149,047Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


67,440



68,967



76,248Amortization of deferred financing costs


3,297



3,526



4,661Minority interest in consolidated entities


1,857



257



(239
)Gains on sales of real estate assets


(162,806
)


(81,430
)


(140,643
)Other expense (income)


1,123



(1,433
)


(5,267
)Equity in income of unconsolidated entities


(1,556
)


(1,813
)


(1,634
)Distributions of earnings of unconsolidated entities


2,554



2,713



2,033Deferred compensation


502



471



194Equity-based compensation


4,118



2,910



2,293Loss on early extinguishment of debt


124



495



2,264Changes in assets, (increase) decrease in:Other assets


(3,535
)


(3,009
)


(4,012
)Deferred charges


(177
)


(129
)


(1,082
)Changes in liabilities, increase (decrease) in:Accrued interest payable


(497
)


(594
)


(2,199
)Accounts payable and accrued expenses


2,754



655



2,476Security deposits and prepaid rents


1,354



(546
)


2,621Net cash provided by operating activities


97,644



94,326



86,761Cash Flows From Investing ActivitiesConstruction and acquisition of real estate assets, net of
    payables


(262,958
)


(239,428
)


(112,527
)Net proceeds from sales of real estate assets


245,522



176,419



199,546Proceeds from sale of other investments






898



5,267Capitalized interest


(11,801
)


(9,942
)


(2,907
)Annually recurring capital expenditures


(11,110
)


(11,145
)


(9,921
)Periodically recurring capital expenditures


(8,451
)


(5,964
)


(4,508
)Community rehabilitation and other revenue generating capital
    expenditures


(13,074
)


(10,641
)


Corporate additions and improvements


(2,903
)


(3,480
)


(1,771
)Distributions from (investments in and advances to)
    unconsolidated entities


36,033



(2,125
)


(5,846
)Note receivable collections and other investments


866



944



2,960Net cash provided by (used in) investing activities


(27,876
)


(104,464
)


70,293Cash Flows From Financing ActivitiesLines of credit proceeds, net


148,362



7,534



50,631Proceeds from indebtedness






190,000



100,000Payments on indebtedness


(123,145
)


(145,763
)


(217,934
)Payments of financing costs


(894
)


(3,971
)


(1,211
)Redemption of common units


(3,694
)


(5,000
)


(34,400
)Contributions from the Company related to employee stock
    purchase and stock option plans


4,126



52,008



36,084Capital contributions (distributions) of minority interests


656



(1,183
)


283Distributions to common unitholders


(79,648
)


(78,597
)


(76,583
)Distributions to preferred unitholders


(7,637
)


(7,637
)


(7,637
)Net cash provided by (used in) financing activities


(61,874
)


7,391



(150,767
)Net increase (decrease) in cash and cash equivalents


7,894



(2,747
)


6,287Cash and cash equivalents, beginning of period


3,663



6,410



123Cash and cash equivalents, end of period

$
11,557


$
3,663


$
6,410   The accompanying notes are an integral part of these
    consolidated financial statements.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per unit data) 1.
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  Organization
      and/or lease-up.
    Possible
    business combination
    Basis of
    presentation




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   No. 04-5).
  Cost
    capitalization
        Real
    estate assets, depreciation and impairment
  20-40 years;




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     and/or
    Revenue
    recognition




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     EITF 06-8. EITF 06-8.
  Long-term
    ground leases
    Apartment
    community acquisitions
    Equity-based
    compensation
      Derivative
    financial instruments




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   Cash and
    cash equivalents
    Restricted
    cash
    Deferred
    financing costs
    Per unit
    data
    Use of
    estimates
    New
    accounting pronouncements




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
           2.
    REAL
    ESTATE ACQUISITIONS AND DISPOSITIONS  Acquisitions
  350-unit
    361-unit
  150-unit Lease-up




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     319-unit
  Dispositions
        Year Ended December 31,2007


2006


2005Condominium revenues

$
77,458


$
33,364


$
Condominium costs and expenses


(63,897
)


(20,986
)


(531
)Gains (losses) on sales of condominiums, net

$
13,561


$
12,378


$
(531
)




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
       Year Ended December 31,2007


2006


2005RevenuesRental

$
8,572


$
20,065


$
35,587Other property revenues


676



1,914



3,408Total revenues


9,248



21,979



38,995ExpensesProperty operating and maintenance (exclusive of items shown
    separately below)


3,890



8,951



16,496Depreciation


1,069



3,280



7,452Interest


1,517



4,189



6,862Minority interest in consolidated property partnerships










(335
)Total expenses


6,476



16,420



30,475Income from discontinued property operations

$
2,772


$
5,559


$
8,520       Year Ended December 31,2007


2006


2005Condominium revenues

$
560


$
7,322


$
56,012Condominium costs and expenses


(176
)


(7,097
)


(39,200
)Gains on condominium sales, before income taxes


384



225



16,812Provision for income taxes










(594
)Gains on condominium sales

$
384


$
225


$
16,218     3.
    INVESTMENTS
    IN UNCONSOLIDATED REAL ESTATE ENTITIES




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     agreed-upon
      December 31,Balance Sheet Data

2007


2006Real estate assets, net of accumulated depreciation of $15,204
    and $11,039, respectively

$
325,705


$
93,614Assets held for sale, net






3,027Cash and other


7,254



4,067Total assets

$
332,959


$
100,708Mortgage/construction notes payable

$
214,549


$
66,998Other liabilities


5,541



1,107Total liabilities


220,090



68,105Members equity


112,869



32,603Total liabilities and members equity

$
332,959


$
100,708Operating Partnerships equity investment in Property
    LLCs(1)

$
9,348


$
16,883   (1)
    
    At December 31, 2007, the
    Operating Partnerships equity investment is shown net of a
    credit investment of $13,688 discussed above.




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   Year Ended December 31,Income Statement Data

2007


2006


2005RevenuesRental

$
17,998


$
11,447


$
10,789Other property revenues


1,169



752



807Other


121



47



33Total revenues


19,288



12,246



11,629ExpensesProperty operating and maintenance


7,125



3,948



3,689Depreciation and amortization


6,881



2,650



2,621Interest


5,940



2,752



2,752Total expenses


19,946



9,350



9,062Income (loss) from continuing operations


(658
)


2,896



2,567Discontinued operationsIncome (loss) from discontinued operations


39



(343
)


(176
)Gains on sales of real estate assets, net


861



2,947



2,834Loss on early extinguishment of debt










(273
)Income from discontinued operations


900



2,604



2,385Net income

$
242


$
5,500


$
4,952Operating Partnerships share of net income

$
1,556


$
1,813


$
1,767     Year Ended December 31,2007


2006


2005Condominium revenues

$
4,592


$
21,857


$
15,098Condominium costs and expenses


(3,731
)


(18,910
)


(12,264
)Gains on condominium sales, net

$
861


$
2,947


$
2,834   25-year




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     4.
    INDEBTEDNESS    Payment




Maturity

December 31,


December 31,Description

Terms

Interest Rate


Date

2007


2006Senior Unsecured Notes

Int.


5.13% - 7.70%


2010-2013

$
535,000


$
560,000Unsecured Lines of CreditSyndicated Line of Credit

N/A


LIBOR + 0.575%
(1)

2010


245,000



95,000Cash Management Line

N/A


LIBOR + 0.575%


2010


12,275



13,913257,275



108,913Fixed Rate Secured NotesFNMA

Prin. and Int.


6.15%
(2)

2029


94,000



95,600Other

Prin. and Int.


4.27% - 6.50%


2009-2013


172,791



259,371266,791



354,971Tax-Exempt Floating Rate Secured Bonds














9,895Total









$
1,059,066


$
1,033,779   (1)
    
    Represents stated rate. At
    December 31, 2007, the weighted average interest rate was
    5.63%.(2)
    
    Interest rate is fixed at 6.15%,
    inclusive of credit enhancement and other fees, to 2009 through
    an interest rate swap arrangement.  Debt
    maturities
    2008

$
5,2302009


76,6182010


445,903
(1)2011


141,4312012


103,296Thereafter


286,588$
1,059,066   (1)
    
    Includes outstanding balance on
    lines of credit totaling $257,275.  Debt
    issuances, retirements and modifications
  2007




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   2006
            Unsecured
    lines of credit
      Interest
    paid
    Pledged
    assets and other




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     5.
    DEFERRED
    CHARGES    December 31,2007


2006Deferred financing costs

$
17,041


$
18,073Other


5,677



5,50122,718



23,574Less: accumulated amortization


(12,180
)


(11,174
)$
10,538


$
12,400   6.
    PARTNERS
    EQUITY  Common
    and Preferred Units
        Common
    Unit Purchases
  Rule 10b5-1 Rule 10b5-1




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   Computation
    of Earnings per Common Unit
    Year Ended December 31, 2007Income


Units


Per-Unit(Numerator)


(Denominator)


AmountIncome from continuing operations

$
115,654Less: Preferred unit distributions


(7,637
)Basic EPUIncome from continuing operations available to common unitholders


108,017



44,104


$
2.45Effect of dilutive securitiesStock options and awards






634Diluted EPUIncome from continuing operations available to common unitholders

$
108,017


$
44,738


$
2.41   Year Ended December 31, 2006Income


Units


Per-Unit(Numerator)


(Denominator)


AmountIncome from continuing operations

$
29,673Less: Preferred unit distributions


(7,637
)Basic EPUIncome from continuing operations available to common unitholders


22,036



43,645


$
0.50Effect of dilutive securitiesStock options and awards






782Diluted EPUIncome from continuing operations available to common unitholders

$
22,036



44,427


$
0.50   Year Ended December 31, R2005Income


Units


Per-Unit(Numerator)


(Denominator)


AmountIncome from continuing operations

$
3,104Less: Preferred unit distributions


(7,637
)Basic EPULoss from continuing operations available to common unitholders


(4,533
)


42,353


$
(0.11
)Effect of dilutive securitiesStock options and awards







(1)Diluted EPULoss from continuing operations available to common unitholders

$
(4,533
)


42,353


$
(0.11
)   (1)
    
    For the year ended
    December 31, 2005, the potential dilution from the
    Companys outstanding stock options and awards of 400 was
    antidilutive to the loss from continuing operations per unit
    calculation. As such, this amount was excluded from weighted
    average units in these years.    7.
    SEVERANCE
    CHARGES




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
       2007


2006


2005Accrued severance charges, beginning of year

$
12,832


$
14,325


$
15,317Severance charges


283







796Payments for period


(2,640
)


(2,341
)


(2,694
)Interest accretion


740



848



906Accrued severance charges, end of year

$
11,215


$
12,832


$
14,325     8.
    INCOME
    TAXES




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     Taxable
    REIT subsidiaries
      2007


2006


2005Current tax expenseFederal

$
900


$



$
251State


110







3431,010







594Deferred tax expenseFederal


(900
)






State


(110
)






(1,010
)






Total income tax expense










594Income tax expense  discontinued operations










(594
)Income tax expense  continuing operations

$



$



$
       2007


2006Deferred tax assetsDeferred interest

$
2,649


$
1,761Accrued liabilities


1,154



512Cost capitalization/recognition


864



260Real estate asset basis differences






1,106Other


297



1014,964



3,740Deferred tax liabilitiesAmortization


(797
)


(797
)(797
)


(797
)Net deferred tax assets, before valuation allowances


4,167



2,943Valuation allowances


(3,157
)


(2,943
)Net deferred tax assets (liabilities)

$
1,010


$





---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
       2005Federal tax rate


35
%State income tax, net of federal benefit


4Federal alternative minimum taxes


3Change in valuation allowance of deferred tax assets


(35
)7
%   9.
    EQUITY-BASED
    COMPENSATION PLANS  Equity
    Compensation Plans
    Incentive
    Stock Plans
      2007


2006


2005Dividend yield


3.8%



4.4%



5.5%Expected volatility


18.1%



17.5%



17.1%Risk-free interest rate


4.8%



4.3%



3.1%Expected option life


5 years



5 years



5 years




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
         2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


2,375


$
33



3,534


$
34



4,491


$
33Granted


199



48



311



41



277



33Exercised


(108
)


36



(1,462
)


36



(1,105
)


33Forfeited


(11
)


41



(8
)


35



(129
)


30Outstanding at end of year


2,455



34



2,375



33



3,534



34Options exercisable at year-end


1,797



33



1,447



33



2,437



36Weighted-average fair value of options granted during the year

$
7.22






$
4.91






$
2.73




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     2007


2006Weighted





WeightedAverage





AverageGrant-Date





Grant-DateShares


Fair Value


Shares


Fair ValueUnvested shares, beginning or period


125


$
31



140


$
28Granted


61



46



42



41Vested


(66
)


36



(57
)


32Forfeited


(1
)


42







Unvested shares, end of period


119



35



125


$
31     Employee
    Stock Purchase Plan
    10.
    EMPLOYEE
    BENEFIT PLAN    11.
    COMMITMENTS
    AND CONTINGENCIES  Land,
    office and equipment leases
    2008

$
1,8632009


1,7292010


1,7552011


1,7852012


1,8202013 and thereafter

$
150,737




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   Legal
    proceedings
      12.
    RELATED
    PARTY TRANSACTIONS      13.
    DERIVATIVE
    FINANCIAL INSTRUMENTS




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
             14.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS  and/or




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
     15.
    SEGMENT
    INFORMATION  Segment
    Description
      
    Fully stabilized communities  those apartment
    communities which have been stabilized (the earlier of the point
    at which a property reaches 95% occupancy or one year after
    completion of construction) for both the current and prior year.
    Development, rehabilitation and
    lease-up
    communities  those apartment communities that are
    under development, rehabilitation and
    lease-up but
    were not stabilized by the beginning of the current year,
    including communities that stabilized during the current year.
    Condominium conversion and other communities  those
    portions of existing apartment communities being converted into
    condominiums and other communities converted to joint venture
    ownership that are reflected in continuing operations under
    SFAS No. 144 (see note 1).
    Acquired communities  those communities acquired in
    the current or prior year.  Segment
    Performance Measure




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
   Segment
    Information
    Year EndedDecember 31,2007


2006


2005RevenuesFully stabilized communities

$
244,537


$
233,637


$
219,973Development, rehabilitation and
    lease-up
    communities


14,972



9,545



10,438Condominium conversion and other communities


9,810



17,281



19,989Acquired communities


13,760



7,027



Other property segments


23,861



23,653



21,616Other


602



402



255Consolidated revenues

$
307,542


$
291,545


$
272,271Contribution to Property Net Operating IncomeFully stabilized communities

$
152,200


$
145,346


$
135,511Development, rehabilitation and
    lease-up
    communities


6,908



4,254



6,077Condominium conversion and other communities


5,457



9,811



13,144Acquired communities


8,256



3,929



Other property segments, including corporate management expenses


(7,023
)


(5,687
)


(7,470
)Consolidated property net operating income


165,798



157,653



147,262Interest income


822



1,261



661Other revenues


602



402



255Minority interest in consolidated property partnerships


(1,857
)


(257
)


(110
)Depreciation


(66,371
)


(65,687
)


(68,795
)Interest expense


(52,116
)


(52,533
)


(54,197
)Amortization of deferred financing costs


(3,297
)


(3,526
)


(4,661
)General and administrative


(21,337
)


(18,502
)


(18,307
)Investment and development


(7,063
)


(6,424
)


(4,711
)Severance charges










(796
)Gains (losses) on sales of real estate assets, net


100,015



12,881



(531
)Equity in income of unconsolidated real estate entities


1,556



1,813



1,767Other income (expense)


(1,098
)


2,592



5,267Income from continuing operations


115,654



29,673



3,104Income from discontinued operations


65,438



73,613



145,943Net income

$
181,092


$
103,286


$
149,047   16.
    SUPPLEMENTAL
    CASH FLOW INFORMATION




---



##### Table of Contents



POST
    APARTMENT HOMES, L.P.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
 (Dollars in thousands, except per unit data)
           17.
    OTHER
    INCOME (EXPENSE)




---



##### Table of Contents



18.
    QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)  Form 10-Q
  Year Ended December 31, 2007First


Second


Third


FourthRevenues

$
75,360


$
76,065


$
78,011


$
78,106Income (loss) from continuing operations


6,968



64,300



10,038



34,348Income from discontinued operations


17,854



548



1,118



45,918Net income


24,822



64,848



11,156



80,266Distributions to preferred unitholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common unitholders

$
22,913


$
62,938


$
9,247


$
78,357Earnings per common unit:Net income available to common unitholders  basic

$
0.52


$
1.43


$
0.21


$
1.77Net income available to common unitholders  diluted

$
0.51


$
1.40


$
0.21


$
1.76   Year Ended December 31,2006First


Second


Third


FourthRevenues

$
70,146


$
72,160


$
74,709


$
74,530Income from continuing operations


3,454



12,333



7,099



6,787Income from discontinued operations


1,419



1,917



29,366



40,911Net income


4,873



14,250



36,465



47,698Distributions to preferred unitholders


(1,909
)


(1,910
)


(1,909
)


(1,909
)Net income available to common unitholders

$
2,964


$
12,340


$
34,556


$
45,789Earnings per common unit:Net income available to common unitholders  basic

$
0.07


$
0.28


$
0.79


$
1.04Net income available to common unitholders  diluted

$
0.07


$
0.28


$
0.77


$
1.02




---



##### Table of Contents





Schedule IIIPOST PROPERTIES, INC.POST APARTMENT HOMES, L.P.REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATIONDecember 31, 2007(Dollars in thousands)Costs


Gross Amount at WhichInitial Costs


Capitalized


Carried at Close of PeriodRelated





Building and


Subsequent





Building and





Accumulated


Date of

Date

DepreciableDescription

Encumbrances


Land


Improvements


To Acquisition


Land


Improvements


Total(1)


Depreciation


Construction

Acquired

Lives YearsGeorgiaPost
Briarclifftm

Apartments






13,344







48,161



13,344



48,161



61,505



16,302


12/96

09/96


5-40 YearsPost
    Brookhaven®

Apartments






7,921







34,417



7,921



34,417



42,338



19,066


07/89  12/92

03/89


5-40 YearsPost
    Chastain®

Apartments


27,694
(2)


6,352







57,076



6,779



56,649



63,428



23,059


06/88  10/90

06/88


5-40 YearsPost
    Crossing®

Apartments


21,580



3,951







20,899



3,951



20,899



24,850



8,067


04/94  08/95

11/93


5-40 YearsPost
    Dunwoody®

Apartments






4,917







30,680



4,961



30,636



35,597



13,409


11/88

12/84 & 8/94


5-40 YearsPost
    Gardens®

Apartments






5,859







35,455



5,931



35,383



41,314



12,177


07/96

05/96


5-40 YearsPost
    Glen®

Apartments


19,137



5,591







22,972



5,784



22,779



28,563



8,280


07/96

05/96


5-40 YearsPost Lenox
    Park®

Apartments


10,224
(2)


3,132







11,918



3,132



11,918



15,050



4,621


03/94  05/95

03/94


5-40 YearsPost
    Oglethorpe®

Apartments






3,662







18,140



3,662



18,140



21,802



7,309


03/93  10/94

03/93


5-40 YearsPost
Parksidetm

Mixed Use






3,402







20,708



3,465



20,645



24,110



6,259


02/99

12/97


5-40 YearsPost Peachtree
    Hills®

Apartments






4,215







15,324



4,857



14,682



19,539



6,575


02/92  09/94

02/92 & 9/92


5-40 YearsPost
    Renaissance®(3)

Apartments














21,726







21,726



21,726



9,831


07/91  12/94

06/91 & 01/94


5-40 YearsPost
    Ridge®

Apartments






5,150







32,647



5,150



32,647



37,797



10,723


10/96

07/96


5-40 YearsPost
    Riverside®

Mixed Use






11,130







112,706



12,457



111,379



123,836



38,356


07/96

01/96


5-40 YearsPost
Springtm

Apartments






2,105







38,736



2,105



38,736



40,841



11,190


09/99

09/99


5-40 YearsPost
Stratfordtm(3)

Apartments






328







26,127



620



25,835



26,455



7,951


04/99

01/99


5-40 YearsPost
    Woods®

Apartments


24,517
(2)


1,378







29,905



3,070



28,213



31,283



16,797


03/76  09/83

06/76


5-40 Years




---



##### Table of Contents



Schedule III continuedPOST PROPERTIES, INC.POST APARTMENT HOMES, L.P.REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATIONDecember 31, 2007(Dollars in thousands)Costs


Gross Amount at WhichInitial Costs


Capitalized


Carried at Close of PeriodRelated





Building and


Subsequent





Building and





Accumulated


Date of

Date

DepreciableDescription

Encumbrances


Land


Improvements


To Acquisition


Land


Improvements


Total(1)


Depreciation


Construction

Acquired

Lives YearsTexasPost
Abbeytm

Apartments

$



$
575


$
6,276


$
1,863


$
575


$
8,139


$
8,714


$
2,183


N/A

10/97


5-40 YearsPost Addison
Circletm

Mixed Use






2,885



41,482



124,618



8,382



160,603



168,985



49,900


10/97

10/97


5-40 YearsPost Barton
Creektm

Apartments






1,920



24,482



941



1,920



25,423



27,343



1,367


N/A

03/06


5-40 YearsPost
Coles
Cornertm

Mixed Use






1,886



18,006



2,529



2,086



20,335



22,421



6,943


N/A

10/97


5-40 YearsPost
Heightstm/Gallery

Mixed Use






5,455



15,559



31,367



5,812



46,569



52,381



14,840


10/97

10/97


5-40 YearsPost Legacy

Mixed Use






684







33,868



811



33,741



34,552



8,969


03/99

03/99


5-40 YearsPost
Meridiantm

Apartments






1,535



11,605



1,493



1,535



13,098



14,633



4,231


N/A

10/97


5-40 YearsPost Midtown
    Square®

Mixed Use






4,408



1,412



48,941



3,437



51,324



54,761



13,942


10/97

10/97


5-40 YearsPost Park
Mesatm

Apartments






1,480



17,861



881



1,480



18,742



20,222



983


N/A

03/06


5-40 YearsPost Rice
Loftstm(3)

Mixed Use






449



13,393



27,514



449



40,907



41,356



9,763


10/97

10/97


5-40 YearsPost
Squaretm

Mixed Use






4,565



24,595



1,983



4,565



26,578



31,143



7,219


N/A

10/97


5-40 YearsPost Uptown
Villagetm

Apartments


14,889
(2)


3,955



22,120



19,856



6,682



39,249



45,931



10,665


N/A

10/97


5-40 YearsPost
Vineyardtm

Apartments






1,133



8,560



657



1,133



9,217



10,350



2,476


N/A

10/97


5-40 YearsPost
Vintagetm

Apartments






2,614



12,188



953



2,614



13,141



15,755



3,943


N/A

10/97


5-40 YearsPost
Worthingtontm

Mixed Use






3,744



34,700



15,971



3,744



50,671



54,415



11,868


N/A

10/97


5-40 YearsFloridaPost Bay at
Rocky
Pointtm(5)

Apartments






528



5,081



20,437



2,400



23,646



26,046



675


N/A

10/06


5-40 YearsPost Harbour
Placetm

Mixed Use






3,854







66,137



8,312



61,679



69,991



17,842


03/97

01/97


5-40 YearsPost Hyde
    Park®

Apartments






3,498







41,667



9,011



36,154



45,165



9,165


09/94

07/94


5-40 YearsPost Lake at Baldwin
    Park®

Apartments






17,500



56,707



106



17,500



56,813



74,313



757


N/A

07/07


5-40 YearsPost
Parksidetm

Mixed Use






2,493







32,240



2,493



32,240



34,733



8,618


03/99

03/99


5-40 YearsPost Rocky
    Point®

Apartments


57,000



10,510







64,126



10,567



64,069



74,636



21,519


04/94  11/96

02/94 & 09/96


5-40 YearsVirginiaPost Carlyle
Squaretm(5)

Mixed Use






1,043







55,608



3,316



53,335



56,651



1,424


12/04

N/A


5-40 YearsPost
    Corners®

Apartments


16,676
(2)


4,404







25,192



4,493



25,103



29,596



8,835


06/94

06/94


5-40 YearsPost Fallsgrove

Apartments


40,513



14,801



69,179



692



14,801



69,871



84,672



3,046


N/A

7/06


5-40 YearsPost
    Forest®

Apartments






8,590







27,837



9,106



27,321



36,427



16,716


01/89  12/90

03/88


5-40 YearsPost Pentagon
Rowtm(3)

Mixed Use






2,359



7,659



85,916



3,470



92,464



95,934



16,572


06/99

02/99


5-40 YearsPost Tysons
Cornertm

Apartments






20,000



65,478



1,869



20,000



67,347



87,347



7,909


N/A

06/04


5-40 YearsNew YorkPost
Luminariatm

Mixed Use


34,561



4,938







46,302



4,938



46,302



51,240



11,231


03/01

03/01


5-40 YearsPost
Toscanatm

Mixed Use






15,976







76,881



17,156



75,701



92,857



9,414


01/02

01/02


5-40 Years




---



##### Table of Contents



Schedule III continuedPOST PROPERTIES, INC.POST APARTMENT HOMES, L.P.REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATIONDecember 31, 2007(Dollars in thousands)Costs


Gross Amount at WhichInitial Costs


Capitalized


Carried at Close of PeriodRelated





Building and


Subsequent





Building and





Accumulated


Date of

Date

DepreciableDescription

Encumbrances


Land


Improvements


To Acquisition


Land


Improvements


Total(1)


Depreciation


Construction

Acquired

Lives YearsNorth CarolinaPost Ballantyne

Apartments





$
6,400


$
30,850


$
2,470


$
6,400


$
33,320


$
39,720


$
3,270


11/04

05/05


5-40 YearsPost Gateway
Placetm

Mixed Use

$




2,424







61,338



3,481



60,281



63,762



14,154


11/00

08/99


5-40 YearsPost Park at Phillips
    Place®

Mixed Use






4,305







38,317



4,307



38,315



42,622



13,608


01/96

11/95


5-40 YearsPost Uptown
Placetm

Mixed Use






2,336







29,019



2,363



28,992



31,355



7,484


09/98

09/98


5-40 YearsMiscellaneous Investments(6)








13,212



5,496



291,647



154,769



155,586



310,355



20,723







5-40 YearsTotal



$
266,791


$
258,896


$
492,689


$
1,858,833


$
431,297


$
2,179,121
(4)

$
2,610,418
(4)

$
562,226   (1)
    
    The aggregate cost for Federal
    Income Tax purposes to the Company was approximately $2,226,130
    at December 31, 2007, taking into account the special
    allocation of gain to the partners contributing property to the
    Operating Partnership.(2)
    
    These properties serve as
    collateral for the Federal National Mortgage Association credit
    enhancement.(3)
    
    The Company has a leasehold
    interest in the land underlying these communities.(4)
    
    This total excludes for-sale
    condominiums and assets held for sale of $38,844 and $24,576,
    respectively, at December 31, 2007. Assets held for sale
    include one apartment community with gross assets and gross
    accumulated depreciation of $21,034 and $4,031, respectively, at
    December 31, 2007.(5)
    
    For communities in
    lease-up,
    amounts represent cost associated with completed apartment units.(6)
    
    Miscellaneous investments include
    construction in progress, land held for development and certain
    other corporate assets.    2007


2006


2005Real estate investmentsBalance at beginning of year

$
2,532,117


$
2,373,406


$
2,407,425Improvements


241,215



316,296



129,101Disposition of property(a)


(162,914
)


(157,585
)


(163,120
)Balance at end of year

$
2,610,418


$
2,532,117


$
2,373,406Accumulated depreciationBalance at beginning of year

$
547,477


$
516,954


$
498,367Depreciation(b)


65,646



67,311



75,185Accumulated depreciation on disposed property(a)


(50,897
)


(36,788
)


(56,598
)Balance at end of year(c)

$
562,226


$
547,477


$
516,954   (a)
    
    Represents reductions for assets
    classified as held for sale and converted into for-sale
    condominiums as well as assets contributes to an unconsolidated
    entity in 2007.(b)
    
    Represents depreciation expense of
    real estate assets. Amounts exclude depreciation and
    amortization of lease intangible assets, commercial leasing
    costs and excess joint venture investments.(c)
    
    Accumulated depreciation on the
    balance sheet excludes accumulated depreciation on assets held
    for sale in the amounts of $4,031, $4,035 and $0 at
    December 31, 2007, 2006 and 2005, respectively.




---



##### Table of Contents





(b)
    Exhibits  Regulation S-K
    ExhibitNo.



Description3
.1(a)



Articles of Incorporation of the Company3
.2(b)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.3(b)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.4(b)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.5(c)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.6(d)



Bylaws of the Company (as Amended and Restated as of
    November 5, 2003)3
.7(e)



Amendment No. 1 to the Amended and Restated Bylaws of the
    Company3
.8(s)



Amendment No. 2 to the Amended and Restated Bylaws of the
    Company3
.9(q)



Amendment No. 3 to the Amended and Restated Bylaws of the
    Company4
.1(f)



Indenture between the Company and SunTrust Bank, as Trustee4
.2(f)



Form of First Supplemental Indenture to the Indenture between
    the Company and SunTrust Bank, as Trustee10
.1(b)



Second Amended and Restated Agreement of Limited Partnership of
    the Operating Partnership10
.2(b)



First Amendment to Second Amended and Restated Partnership
    Agreement10
.3(b)



Second Amendment to Second Amended and Restated Partnership
    Agreement10
.4(g)



Third Amendment to Second Amended and Restated Partnership
    Agreement10
.5(g)



Fourth Amendment to Second Amended and Restated Partnership
    Agreement10
.6(c)



Fifth Amendment to Second Amended and Restated Partnership
    Agreement10
.7(h)



Sixth Amendment to Second Amended and Restated Partnership
    Agreement10
.8*



Amended and Restated Employee Stock Plan10
.9(j)*



2003 Incentive Stock Plan10
.10(b)



Form of Indemnification Agreement for officers and directors10
.11(k)*



Dividend Reinvestment Stock Purchase Plan10
.12*



Multi-Family Note, dated as of January 25, 2008 by and
    between Post Addison Circle, as the borrower, and Deutsche Bank
    Berkshire Mortgage, Inc., d/b/a DB Berkshire Mortgage, Inc., a
    Delaware corporation, as the lender.10
.13(m)*



Deferred Compensation Plan for Directors and Eligible Employees
    (as amended and restated effective as of January 1, 2005)10
.14*



Form of Change in Control Agreement (2.0X)10
.15*



Form of Change in Control Agreement (1.5X)10
.16*



Form of Change in Control Agreement (1.0X)10
.17(i)*



Amended and Restated Employment and Change in Control Agreement
    with David P. Stockert10
.18(i)*



Amended and Restated Employment and Change in Control Agreement
    with Christopher J. Papa10
.19(i)*



Amended and Restated Employment and Change in Control Agreement
    with Thomas D. Senkbeil10
.20(i)*



Amended and Restated Employment and Change in Control Agreement
    with Thomas L. Wilkes10
.21(i)*



Amended and Restated Employment and Change in Control Agreement
    with Sherry W. Cohen10
.22(n)*



Form of 2003 Incentive Stock Plan, Non-Incentive Stock Option
    and Stock Appreciation Right Certificate for Key Employees10
.23(n)*



Form of 2003 Incentive Stock Plan, Non-Incentive Stock Option
    and Stock Appreciation Right Certificate for Directors and
    Chairman10
.24(l)*



Form of 2003 Incentive Stock Plan Restricted Stock Grant
    Certificate for Key Employees10
.25(l)*



Form of 2003 Incentive Stock Plan Restricted Stock Grant
    Certificate for Directors and Chairman10
.26(o)



Amended and Restated Credit Agreement dated as of April 28,
    2006 by and among Post Apartment Homes, L.P., Wachovia Capital
    Markets, LLC and J.P. Morgan Securities Inc., Wachovia
    Bank, National Association, SunTrust Bank and Sumitomo Mitsui
    Banking Corporation, and the financial institutions a party
    thereto and their assignees10
.27(r)



First Amendment, dated as of November 2, 2007, to Amended
    and Restated Credit Agreement by and among Post Apartment Homes,
    L.P., each of the Lenders party thereto and Wachovia Bank,
    National Association.11
.1(p)



Statement Regarding Computation of Per Share Earnings




---



##### Table of Contents



ExhibitNo.



Description21
.1



List of Subsidiaries23
.1



Consent of Deloitte & Touche LLP  Post
    Properties, Inc.23
.2



Consent of Deloitte & Touche LLP  Post
    Apartment Homes, L.P. and Post Properties, Inc.23
.3



Consent of PricewaterhouseCoopers LLP  Post
    Properties, Inc.23
.4



Consent of PricewaterhouseCoopers LLP  Post Apartment
    Homes, L.P. and Post Properties, Inc.31
.1



Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended, and adopted
    under Section 302 of the Sarbanes-Oxley Act of 200231
.2



Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended, and adopted
    under Section 302 of the Sarbanes-Oxley Act of 200232
.1



Certification of the Chief Executive Officer pursuant to
    18 U.S.C. 1350, as adopted under Section 906 of the
    Sarbanes-Oxley Act of 200232
.2



Certification of the Chief Financial Officer pursuant to
    18 U.S.C. 1350, as adopted under Section 906 of the
    Sarbanes-Oxley Act of 2002  *
    
    Identifies each management contract or compensatory plan
    required to be filed.(a)
    
    Filed as an exhibit to the Registration Statement on
    Form S-11
    (SEC File
    No. 33-61936),
    as amended, of the Company and incorporated herein by reference.(b)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2002 and
    incorporated herein by reference.(c)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 1999
    and incorporated herein by reference.(d)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 2003
    and incorporated herein by reference.(e)
    
    Filed as Appendix A to the 2004 proxy statement and
    incorporated herein by reference.(f)
    
    Filed as an exhibit to the Registration Statement on
    Form S-3
    (SEC File
    No. 333-42884),
    as amended, of the Company and incorporated herein by reference.(g)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 1998 and
    incorporated herein by reference.(h)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2000 and
    incorporated herein by reference.(i)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed February 15, 2008.(j)
    
    Filed as Appendix A to the 2003 proxy statement and
    incorporated herein by reference.(k)
    
    Filed as part of the Registration Statement on
    Form S-3
    (File No.
    333-39461)
    of the Company and incorporated herein by reference.(l)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the Registrants for the year ended December 31, 2006
    and incorporated herein by reference.(m)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed August 15, 2005 and incorporated
    herein by reference.(n)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed January 24, 2006 and incorporated
    herein by reference.(o)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed May 2, 2006 and incorporated
    herein by reference.(p)
    
    The information required by this exhibit is included in
    note 6 to the consolidated financial statement and
    incorporated herein by reference.(q)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed on December 20, 2007 and
    incorporated herein by reference.(r)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed on November 2, 2007 and
    incorporated herein by reference.(s)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed on February 20, 2007 and
    incorporated herein by reference.




---



##### Table of Contents



SIGNATURES
        By:
    /s/  David
    P. Stockert        Signature

Title

Date/s/  Robert
    C. Goddard, III/s/
    Robert C. Goddard, III

Chairman of the Board and Director

February 28, 2008/s/  David
    P. Stockert/s/
    David P. Stockert

President, Chief Executive Officer and Director
    (Principal Executive Officer)

February 28, 2008/s/  Christopher
    J. Papa/s/
    Christopher J. Papa

Executive Vice President and Chief  Financial Officer (Principal
    Financial Officer)

February 28, 2008/s/  Arthur
    J. Quirk/s/
    Arthur J. Quirk

Senior Vice President and Chief Accounting Officer (Principal
    Financial Officer)

February 28, 2008/s/  Herschel
    M. Bloom/s/
    Herschel M. Bloom

Director

February 28, 2008/s/  Douglas
    Crocker II/s/
    Douglas Crocker II

Director

February 28, 2008/s/  Walter
    M. Deriso, Jr./s/
    Walter M. Deriso, Jr.

Director

February 28, 2008/s/  Russell
    R. French/s/
    Russell R. French

Director

February 28, 2008/s/  Charles
    E. Rice/s/
    Charles E. Rice

Director

February 28, 2008/s/  Stella
    F. Thayer/s/
    Stella F. Thayer

Director

February 28, 2008/s/  Ronald
    de Waal/s/
    Ronald de Waal

Director

February 28, 2008




---



##### Table of Contents



SIGNATURES
        By:
    /s/  David
    P. Stockert        Signature

Title

Date/s/  Robert
    C. Goddard, III/s/
    Robert C. Goddard, III

Chairman of the Board and Director

February 28, 2008/s/  David
    P. Stockert/s/
    David P. Stockert

President, Chief Executive Officer and Director
    (Principal Executive Officer)

February 28, 2008/s/  Christopher
    J. Papa/s/
    Christopher J. Papa

Executive Vice President and Chief  Financial Officer
    (Principal Financial Officer)

February 28, 2008/s/  Arthur
    J. Quirk/s/
    Arthur J. Quirk

Senior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)

February 28, 2008/s/  Herschel
    M. Bloom/s/
    Herschel M. Bloom

Director

February 28, 2008/s/  Douglas
    Crocker II/s/
    Douglas Crocker II

Director

February 28, 2008/s/  Walter
    M. Deriso, Jr./s/
    Walter M. Deriso, Jr.

Director

February 28, 2008/s/  Russell
    R. French/s/
    Russell R. French

Director

February 28, 2008/s/  Charles
    E. Rice/s/
    Charles E. Rice

Director

February 28, 2008/s/  Stella
    F. Thayer/s/
    Stella F. Thayer

Director

February 28, 2008/s/  Ronald
    de Waal/s/
    Ronald de Waal

Director

February 28, 2008




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.



Description3
.1(a)



Articles of Incorporation of the Company3
.2(b)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.3(b)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.4(b)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.5(c)



Articles of Amendment to the Articles of Incorporation of the
    Company3
.6(d)



Bylaws of the Company (as Amended and Restated as of November 5,
    2003)3
.7(e)



Amendment No. 1 to the Amended and Restated Bylaws of the Company3
.8(s)



Amendment No. 2 to the Amended and Restated Bylaws of the Company3
.9(q)



Amendment No. 3 to the Amended and Restated Bylaws of the Company4
.1(f)



Indenture between the Company and SunTrust Bank, as Trustee4
.2(f)



Form of First Supplemental Indenture to the Indenture between
    the Company and SunTrust Bank, as Trustee10
.1(b)



Second Amended and Restated Agreement of Limited Partnership of
    the Operating Partnership10
.2(b)



First Amendment to Second Amended and Restated Partnership
    Agreement10
.3(b)



Second Amendment to Second Amended and Restated Partnership
    Agreement10
.4(g)



Third Amendment to Second Amended and Restated Partnership
    Agreement10
.5(g)



Fourth Amendment to Second Amended and Restated Partnership
    Agreement10
.6(c)



Fifth Amendment to Second Amended and Restated Partnership
    Agreement10
.7(h)



Sixth Amendment to Second Amended and Restated Partnership
    Agreement10
.8*



Amended and Restated Employee Stock Plan10
.9(j)*



2003 Incentive Stock Plan10
.10(b)



Form of Indemnification Agreement for officers and directors10
.11(k)*



Dividend Reinvestment Stock Purchase Plan10
.12*



Multi-Family Note, dated as of January 25, 2008 by and between
    Post Addison Circle, as the borrower, and Deutsche Bank
    Berkshire Mortgage, Inc., d/b/a DB Berkshire Mortgage, Inc., a
    Delaware corporation, as the lender.10
.13(m)*



Deferred Compensation Plan for Directors and Eligible Employees
    (as amended and restated effective as of January 1, 2005)10
.14*



Form of Change in Control Agreement (2.0X)10
.15*



Form of Change in Control Agreement (1.5X)10
.16*



Form of Change in Control Agreement (1.0X)10
.17(i)*



Amended and Restated Employment and Change in Control Agreement
    with David P. Stockert10
.18(i)*



Amended and Restated Employment and Change in Control Agreement
    with Christopher J. Papa10
.19(i)*



Amended and Restated Employment and Change in Control Agreement
    with Thomas D. Senkbeil10
.20(i)*



Amended and Restated Employment and Change in Control Agreement
    with Thomas L. Wilkes10
.21(i)*



Amended and Restated Employment and Change in Control Agreement
    with Sherry W. Cohen10
.22(n)*



Form of 2003 Incentive Stock Plan, Non-Incentive Stock Option
    and Stock Appreciation Right Certificate for Key Employees10
.23(n)*



Form of 2003 Incentive Stock Plan, Non-Incentive Stock Option
    and Stock Appreciation Right Certificate for Directors and
    Chairman10
.24(l)*



Form of 2003 Incentive Stock Plan Restricted Stock Grant
    Certificate for Key Employees10
.25(l)*



Form of 2003 Incentive Stock Plan Restricted Stock Grant
    Certificate for Directors and Chairman10
.26(o)



Amended and Restated Credit Agreement dated as of April 28, 2006
    by and among Post Apartment Homes, L.P., Wachovia Capital
    Markets, LLC and J.P. Morgan Securities Inc., Wachovia
    Bank, National Association, SunTrust Bank and Sumitomo Mitsui
    Banking Corporation, and the financial institutions a party
    thereto and their assignees10
.27(r)



First Amendment, dated as of November 2, 2007, to Amended and
    Restated Credit Agreement by and among Post Apartment Homes,
    L.P., each of the Lenders party thereto and Wachovia Bank,
    National Association.11
.1(p)



Statement Regarding Computation of Per Share Earnings21
.1



List of Subsidiaries23
.1



Consent of Deloitte & Touche LLP -- Post Properties, Inc.23
.2



Consent of Deloitte & Touche LLP -- Post Apartment Homes,
    L.P. and Post Properties, Inc.23
.3



Consent of PricewaterhouseCoopers LLP -- Post Properties, Inc.




---



##### Table of Contents



ExhibitNo.



Description23
.4



Consent of PricewaterhouseCoopers LLP -- Post Apartment Homes,
    L.P. and Post Properties, Inc.31
.1



Certification of the Chief Executive Officer pursuant to Rule
    13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
    1934, as amended, and adopted under Section 302 of the
    Sarbanes-Oxley Act of 200231
.2



Certification of the Chief Financial Officer pursuant to Rule
    13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
    1934, as amended, and adopted under Section 302 of the
    Sarbanes-Oxley Act of 200232
.1



Certification of the Chief Executive Officer pursuant to
    18 U.S.C. 1350, as adopted under Section 906 of the
    Sarbanes-Oxley Act of 200232
.2



Certification of the Chief Financial Officer pursuant to
    18 U.S.C. 1350, as adopted under Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Identifies each management contract or compensatory plan
    required to be filed.(a)
    
    Filed as an exhibit to the Registration Statement on
    Form S-11
    (SEC File
    No. 33-61936),
    as amended, of the Company and incorporated herein by reference.(b)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2002 and
    incorporated herein by reference.(c)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 1999
    and incorporated herein by reference.(d)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    of the Registrants for the quarter ended September 30, 2003
    and incorporated herein by reference.(e)
    
    Filed as Appendix A to the 2004 proxy statement and
    incorporated herein by reference.(f)
    
    Filed as an exhibit to the Registration Statement on
    Form S-3
    (SEC File
    No. 333-42884),
    as amended, of the Company and incorporated herein by reference.(g)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 1998 and
    incorporated herein by reference.(h)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    of the Registrants for the year ended December 31, 2000 and
    incorporated herein by reference.(i)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed February 15, 2008.(j)
    
    Filed as Appendix A to the 2003 proxy statement and
    incorporated herein by reference.(k)
    
    Filed as part of the Registration Statement on
    Form S-3
    (File No.
    333-39461)
    of the Company and incorporated herein by reference.(l)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the Registrants for the year ended December 31, 2006
    and incorporated herein by reference.(m)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed August 15, 2005 and incorporated
    herein by reference.(n)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed January 24, 2006 and incorporated
    herein by reference.(o)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed May 2, 2006 and incorporated
    herein by reference.(p)
    
    The information required by this exhibit is included in
    note 6 to the consolidated financial statement and
    incorporated herein by reference.(q)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed on December 20, 2007 and
    incorporated herein by reference.(r)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed on November 2, 2007 and
    incorporated herein by reference.(s)
    
    Filed as an exhibit to the Current Report on
    Form 8-K
    of the Registrants filed on February 20, 2007 and
    incorporated herein by reference.