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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ____ to ____
 Commission file number 1-12080
Commission file number 0-28226
 POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.
  Georgia
    
    58-1550675Georgia
    
    58-2053632(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327   (404) 846-5000
 Title of each class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value
    
    New York Stock Exchange8 1/2% Series A Cumulative
    
    New York Stock ExchangeRedeemable Preferred Shares, $.01 par value7
5/8% Series B Cumulative
    
    New York Stock ExchangeRedeemable Preferred Shares, $.01 par value
  Name of Each ExchangeTitle of each class
    
    on Which RegisteredNone
    
    None
 
  Post Properties, Inc.
    
    Yes
    
    þ
    
    No
    
    oPost Apartment Homes, L.P.
    
    Yes
    
    o
    
    No
    
    þ
  Post Properties, Inc.
    
    Yes
    
    o
    
    No
    
    þPost Apartment Homes, L.P.
    
    Yes
    
    o
    
    No
    
    þ
  Post Properties, Inc.
    
    Yes
    
    þ
    
    No
    
    oPost Apartment Homes, L.P.
    
    Yes
    
    þ
    
    No
    
    o
 þ
   Post Properties, Inc.
    
    Large Accelerated Filer
    
    þ
    
    Accelerated Filer oNon-Accelerated Filer
    
    o
    
    (Do not check if a smaller reporting company)
    
    Smaller Reporting Company oPost Apartment Homes, L.P.
    
    Large Accelerated Filer
    
    o
    
    Accelerated Filer oNon-Accelerated Filer
    
    þ
    
    (Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
  Post Properties, Inc.
    
    Yes
    
    o
    
    No
    
    þPost Apartment Homes, L.P.
    
    Yes
    
    o
    
    No
    
    þ
 
 DOCUMENTS INCORPORATED BY REFERENCE




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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   INDEX TO FINANCIAL STATEMENTS
 POST PROPERTIES, INC.Consolidated Financial Statements:Managements Report on Internal Control over Financial Reporting*Reports of Independent Registered Public Accounting Firms*Consolidated Balance Sheets as of December 31, 2007 and 2006*Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005*Consolidated Statements of Shareholders Equity and Accumulated Earnings for the Years Ended December
31, 2007, 2006 and 2005*Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005*Notes to the Consolidated Financial Statements*POST APARTMENT HOMES, L.P.Consolidated Financial Statements:Managements Report on Internal Control over Financial Reporting*Reports of Independent Registered Public Accounting Firms*Consolidated Balance Sheets as of December 31, 2007 and 2006*Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005*Consolidated Statements of Partners Equity for the Years Ended December 31, 2007, 2006 and 2005*Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005*Notes to the Consolidated Financial Statements *FINANCIAL STATEMENT SCHEDULESchedule III  Real Estate Investments and Accumulated Depreciation*All other financial statement schedules are omitted because they are either not applicable or not required.
 Post Properties, Inc.
    
    1Post Apartment Homes, L.P.




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##### 



Page(b)
    
    Exhibit Index
    
    3(c)
    
    Financial Statements of Fifty Percent or Less Owned Persons
    
    4PCH Atlanta Venture, LLCConsolidated Financial Statements:Report
of Independent Registered Public Accounting Firm
    
    6Consolidated
Balance Sheet as of December 31, 2007
    
    7Consolidated
Statement of Operations for the period from May 11, 2007 (inception)
to December 31, 2007
    
    8Consolidated Statement of Partners Equity for the period from May 11, 2007 (inception) to December 31, 2007
    
    9Consolidated Statement of Cash Flows for the period from May 11, 2007 (inception) to December 31, 2007
    
    10Notes to the Consolidated Financial Statements
    
    11
 
 *
    
    Previously filed with the Form 10-K filed on February 29, 2008 Post Properties, Inc.
    
    2Post Apartment Homes, L.P.EX-23.1 CONSENT OF DELOITTE & TOUCHE LLPEX-23.2 CONSENT OF DELOITTE & TOUCHE LLPEX-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




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(b) Exhibits
 ExhibitNo.
    
    
    
    Description23.1
    
    
    
    Consent of Deloitte & Touche LLP  Post Properties, Inc23.2
    
    
    
    Consent of Deloitte & Touche LLP  Post Properties, Inc. and Post Apartment Homes, L.P.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
 Post Properties, Inc.
    
    3Post Apartment Homes, L.P.




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PCH Atlanta Venture, LLC
  
 Post Properties, Inc.
    
    4Post Apartment Homes, L.P.




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PCH Atlanta Venture, LLC
(A Delaware Limited Liability Company)
 Index to Consolidated Financial Statements
For the Period ended December 31, 2007
 PageConsolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    6Consolidated Balance Sheet as of December 31, 2007
    
    7Consolidated Statement of Operations for the period from May 11, 2007 (inception) to December 31, 2007
    
    8Consolidated Statement of Partners Equity for the period from May 11, 2007 (inception) to December 31, 2007
    
    9Consolidated Statement of Cash Flows for the period from May 11, 2007 (inception) to December 31, 2007
    
    10Notes to the Consolidated Financial Statements
    
    11
 Post Properties, Inc.
    
    5Post Apartment Homes, L.P.




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 Post Properties, Inc.
    
    6Post Apartment Homes, L.P.




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PCH ATLANTA VENTURE, LLC
(A Delaware Limited Liability Company)
 Consolidated Balance Sheet
As of December 31, 2007
(In thousands)
 AssetsReal estate (notes 1 and 5)Land
    
    $
    48,080Buildings and improvements
    
    
    126,233Furniture, fixtures and equipment
    
    
    3,733Accumulated depreciation
    
    
    (1,729
    )Total real estate assets
    
    
    176,317Cash and cash equivalents
    
    
    2,357Accounts receivable
    
    
    74Deferred loan costs, net of accumulated amortization of
$28 at December 31, 2007
    
    
    629Other assets
    
    
    1,254Total assets
    
    
    180,631Liabilities and members equityLiabilitiesMortgage notes payable
    
    
    126,723Accounts payable and accrued expenses, including payables
to member of $123 at December 31, 2007
    
    
    684Security deposits and prepaid rent
    
    
    200Total liabilities
    
    
    127,607Commitments
and contingencesMembers equity
    
    
    53,024Total liabilities and members equity
    
    $
    180,631
  Post Properties, Inc.
    
    7Post Apartment Homes, L.P.




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 
 Consolidated Statement of Operations
For the Period from May 11, 2007 (inception) to December 31, 2007
(In thousands)
 RevenuesRental
    
    $
    6,209Other
    
    
    447Total revenues
    
    
    6,656ExpensesPersonnel
    
    
    572Advertising and promotion
    
    
    101Utilities
    
    
    308Repairs and maintenance
    
    
    368Real estate taxes and insurance
    
    
    882General, administrative and other
    
    
    162Management fees
    
    
    346Depreciation and amortization
    
    
    4,256Total expenses
    
    
    6,995Income (loss) from operations
    
    
    (339
    )Other income (expense)Interest income
    
    
    52Interest expense
    
    
    (3,188
    )Amortization of deferred loan costs
    
    
    (28
    )Total other income (expense)
    
    
    (3,164
    )Net loss
    
    $
    (3,503
    )
  Post Properties, Inc.Post Apartment Homes, L.P.
    
    8




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 
 Consolidated Statement of Changes in Members' Equity
For the Period from May 11, 2007 (inception) to December 31, 2007
(In thousands)
 CH Realty
    
    
    Post
    
    
    TotalIV/CCL Atlanta
    
    
    Atlanta
    
    
    MembersInvestor, L.L.C.
    
    
    Venture, LLC
    
    
    EquityInitial formation capital contributions (note 1)
    
    $
    27,114
    
    
    $
    9,038
    
    
    $
    36,152Additional capital contributions (note 1)
    
    
    15,746
    
    
    
    5,249
    
    
    
    20,995Cash distributions
    
    
    (465
    )
    
    
    (155
    )
    
    
    (620
    )Net loss
    
    
    (2,627
    )
    
    
    (876
    )
    
    
    (3,503
    )Members equity, December 31, 2007
    
    $
    39,768
    
    
    $
    13,256
    
    
    $
    53,024
  Post Properties, Inc.Post Apartment Homes, L.P.
    
    9




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 
 Consolidated Statement of Cash Flows
For the Period from May 11, 2007 (inception) to December 31, 2007
(In thousands)
 Operating activitiesNet loss
    
    
    
    
    
    $
    (3,503
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    4,256Amortization of deferred loan costs
    
    
    
    
    
    
    28Straight line rentChanges in operating assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (74
    )Other assets
    
    
    
    
    
    
    (97
    )Accounts payable and accrued expenses
    
    
    
    
    
    
    329Security deposits and prepaid rent
    
    
    
    
    
    
    9Net cash provided by operating activities
    
    
    
    
    
    
    948Investing activitiesProperty capital expenditures
    
    
    
    
    
    
    (316
    )Net cash used in investing activities
    
    
    
    
    
    
    (316
    )Financing activitiesCapital contributions
    
    
    
    
    
    
    42,860Proceeds from mortgage notes payable
    
    
    
    
    
    
    126,723Distributions to members
    
    
    
    
    
    
    (167,201
    )Payments of financing costs
    
    
    
    
    
    
    (657
    )Net cash provided by financing activities
    
    
    
    
    
    
    1,725Net increase in cash and cash equivalents
    
    
    
    
    
    
    2,357Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    
    
    
    
    $
    2,357Supplemental disclosure of cash flow informationSummary of initial formation and additional capital
contribution transactions (note 1):Cash contributions
    
    $
    42,860Non-cash contributions of real estate assets
    
    $
    181,380Cash distributions at real estate contribution dates
    
    
    (166,581
    )Cash impact of other assets and liabilities at real
estate contribution dates
    
    
    (512
    )Net non-cash contributions
    
    $
    14,287Cash paid for interest totaled $2,773 for the period
ended December 31, 2007
  Post Properties, Inc.Post Apartment Homes, L.P.
    
    10




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 Notes to Consolidated Financial Statements
(In thousands)
 1.
    
    Organization and FormationPCH Atlanta Venture, LLC, a Delaware limited liability company, and its subsidiaries
(collectively, the Company), were formed on May 11, 2007 between Post Atlanta Venture,
LLC, a wholly owned subsidiary of Post Apartment Homes, L.P. (collectively Post) and CH
Realty IV/CCL Atlanta Investor, L.L.C. (Crow). The Company was formed to own and
operate three multifamily residential communities (the Communities), containing 1,202
units, located in Atlanta, Georgia.At the initial formation date, Post contributed two communities (land, buildings,
improvements and fixtures) at an agreed upon value of approximately $120,141 in exchange
for a 25% ownership interest in the Company. Crow made an initial cash contribution of
$27,114 for a 75% ownership interest in the Company. Simultaneous with the formation of
the Company, the Company distributed cash to Post totaling approximately $110,624, a
portion of which was funded by the Company through the financing of the communities with
mortgage indebtedness totaling approximately $85,723 (see note 4). Upon the completion of
the formation transactions, Posts initial capital contribution in the Company totaled
approximately $9,038. In December 2007, Post contributed the third community (land,
buildings, improvements and fixtures) at an agreed upon value of approximately $61,239.
Crow made an additional capital contribution of $15,746. Simultaneous with this
contribution, the Company distributed cash to Post totaling approximately $55,957, a
portion of which was funded by the Company through the financing of the community with
mortgage indebtedness totaling approximately $41,000 (see note 4). Upon the completion of
this contribution transaction, Posts additional capital contribution in the Company
totaled approximately $5,249.Under the provisions of the limited liability company agreement (see note 3), Post and its
affiliates are responsible for the ongoing management of the operations of the Company and
the Communities. At December 31, 2007, the physical occupancy for the three communities
owned by the Company was 98%, 93% and 97%, respectively.
 2.
    
    Summary of Significant Accounting Policies
 Real estate assets, intangible assets and depreciation and amortization
   Post Properties, Inc.
Post Apartment Homes, L.P.
    
    11




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 Notes to Consolidated Financial Statements
(In thousands)
  Revenue recognition
   Use of estimates
  Cash and cash equivalents
  Income taxes
  New accounting pronouncements
   Post Properties, Inc.
Post Apartment Homes, L.P.
    
    12




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 Notes to Consolidated Financial Statements
(In thousands)
   3.
    
    Limited Liability Company Operating AgreementThe operations of the Company are governed by a limited liability company operating
agreement (the Operating Agreement). The major provisions of the Operating Agreement
are summarized below.
 Ownership interests
  Crow
    
    
    75.0
    %Post
    
    
    25.0100.0
    %
 Capital contributions
  Income and loss allocations
  Distributions
  Post Properties, Inc.
Post Apartment Homes, L.P.
    
    13




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PCH ATLANTA VENTURE, LLC  (A Delaware Limited Liability Company)
 Notes to Consolidated Financial Statements
(In thousands)
  1)
    
    To the members in proportion to each members ownership interests until each
member receives distributions that result in an amount equal to a 14.5% return on
each members unreturned aggregate contribution balance, as defined; and2)
    
    The balance, if any:
 a)
    
    One third (1/3) to Post, and,b)
    
    The remaining two thirds (2/3) in accordance with the respective
members percentage interests
 4.
    
    Mortgage Notes PayableIn connection with the formation of and the contribution of the Communities to the
Company, the Company entered into three mortgage note arrangements, each secured by one of
the apartment communities. Two of the mortgage notes totaling $85,723 bear interest at a
fixed rate of 5.63%, require monthly interest only payments and mature in 2017. The third
mortgage note totaling $41,000 bears interest at a fixed rate of 5.71%, requires monthly
interest only payments and matures in 2017.
 5.
    
    Related-Party TransactionsThe real property underlying the Communities is net leased to the Company by Post
Apartment Homes, L.P. through 2106. The leases contain a bargain purchase option
exercisable by the Company, as defined in the lease agreements.Under the provisions of the Operating Agreement, Post is responsible for the management of
the Venture. In connection with management of the Venture, Post earned fees and received
expense reimbursements as follows:
 2007Asset and management fees
    
    $
    346Expense reimbursements (primarily personnel costs)
    
    
    730$
    1,076
  6.
    
    Legal MattersIn November 2006, the Equal Rights Center filed a lawsuit against Post in the United
States District Court for the District of Columbia. This suit alleges various violations
of the Fair Housing Act (FHA) and the Americans with Disabilities Act (ADA) at
properties designed, constructed or operated by Post, including the Communities. The
plaintiff seeks compensatory and punitive damages in unspecified amounts, an award of
attorneys fees and costs of suit, as well as preliminary and permanent injunctive relief
that includes retrofitting multi-family units and public use areas to comply with the FHA
and the ADA and prohibiting construction or sale of noncompliant units or complexes,
including the Communities. Due to the preliminary nature of the proceeding, it is not
possible to predict or determine the outcome of the lawsuit, nor is it possible to
estimate the amount of loss that would be associated with an adverse decision. In
connection with the formation of the Company, Post agreed to indemnify Crow for any
liabilities associated with this litigation caused by conditions existing prior to the
contribution of the Communities to the Company.
 Post Properties, Inc.
Post Apartment Homes, L.P.
    
    14




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SIGNATURES
  POST PROPERTIES, INC.March 24, 2008
    By
    /s/ David P. StockertDavid P. StockertPresident and Chief Executive Officer
(Principal Executive Officer) Post Properties, Inc.
Post Apartment Homes, L.P.
    
    15




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SIGNATURES
  POST APARTMENT HOMES, L.P.By
    Post G.P. Holdings, Inc., as General PartnerMarch 24, 2008
    By
    /s/ David P. StockertDavid P. StockertPresident and Chief Executive
Officer
(Principal Executive Officer) Post Properties, Inc.
Post Apartment Homes, L.P.
    
    16




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Exhibit Index
 ExhibitNo.
    
    
    
    Description23.1
    
    
    
    
    
    Consent of Deloitte & Touche LLP  Post Properties, Inc23.2
    
    
    
    
    
    Consent of Deloitte & Touche LLP  Post Properties, Inc. and Post Apartment Homes, L.P.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
 Post Properties, Inc.
Post Apartment Homes, L.P.
    
    17