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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
    Form 10-K/A [X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2003 OR [  ] 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.    (Exact name of registrants as specified in their charters) Georgia
Georgia
(State or other jurisdiction of incorporation or
organization)
    
    58-1550675
58-2053632
(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: Name of Each ExchangeTitle of each class
    
    on Which RegisteredCommon Stock, $.01 par value
8 1/2% Series A Cumulative Redeemable Preferred Shares,
    
    New York Stock Exchange
New York Stock Exchange$.01 par value
7 5/8% Series B Cumulative Redeemable Preferred Shares,
    
    New York Stock Exchange$.01 par value7 5/8% Series C Cumulative Redeemable Preferred Shares,
$.01 par value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None Title of each class
    
    Name of Each Exchange on Which Registered
    Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Post Properties, Inc.
    
    Yes
    
    [X]
    
    No
    
    [  ]Post Apartment Homes, L.P.
    
    Yes
    
    [X]
    
    No
    
    [  ]
 Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ] The aggregate market value of the shares of common stock held by
non-affiliates (based upon the closing sale price on the New York Stock
Exchange) on June 30, 2003 was approximately $945,859,000. As of March 1,
2004 there were 39,611,948 shares of common stock, $.01 par value,
outstanding. Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Post Properties, Inc.
    
    Yes
    
    [X]
    
    No
    
    [  ]Post Apartment Homes, L.P.
    
    Yes
    
    [X]
    
    No
    
    [  ]
    DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrants Proxy Statement in connection with its
Annual Meeting of Shareholders to be held May 27, 2004 are incorporated by
reference in Part III.    POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.




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The Registrants are filing this Amendment No. 1 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 2003 (the 10-K)
to revise inadvertent inaccuracies on page 19 concerning the number of common
shareholders of record of Post Properties, Inc and the number of holders of
record of Common Units in Post Apartment Homes, L.P. We are making no other
changes to this filing. The Registrants hereby amend Item 5 of the 10-K by striking all text in the
current Item 5 and replacing it with the following: ITEM 5. MARKET PRICE OF THE REGISTRANTS COMMON STOCK AND RELATED SHAREHOLDER MATTERS The Common Stock is traded on the New York Stock Exchange (NYSE) under the
symbol PPS. The following table sets forth the quarterly high and low
prices per share reported on the NYSE, as well as the quarterly dividends
declared per share: DividendsQuarter End
    
    High
    
    Low
    
    Declared2002First Quarter
    
    $
    35.91
    
    
    $
    32.20
    
    
    $
    0.78Second Quarter
    
    
    35.40
    
    
    
    30.02
    
    
    
    0.78Third Quarter
    
    
    30.85
    
    
    
    25.41
    
    
    
    0.78Fourth Quarter
    
    
    26.05
    
    
    
    22.40
    
    
    
    0.782003First Quarter
    
    $
    24.74
    
    
    $
    22.43
    
    
    $
    0.45Second Quarter
    
    
    27.85
    
    
    
    23.98
    
    
    
    0.45Third Quarter
    
    
    28.92
    
    
    
    25.70
    
    
    
    0.45Fourth Quarter
    
    
    28.99
    
    
    
    26.29
    
    
    
    0.45
 On March 1, 2004, the Company had 1,833 common shareholders of record and
39,611,948 shares of Common Stock outstanding. The Company pays regular quarterly dividends to holders of shares of its
common stock. Future dividend payments by the Company will be paid at the
discretion of the board of directors and will depend on the actual funds from
operations of the Company, the Companys financial condition and capital
requirements, the annual distribution requirements under the REIT provisions
of the Internal Revenue Code of 1986, as amended (the Code) and other
factors that the board of directors deems relevant. Beginning with the first
quarter of 2003, the Companys dividend was reduced from $0.78 to $0.45 per
share. For a discussion of the Companys credit agreements and their
restrictions on dividend payments, see Liquidity and Capital Resources in
Managements Discussion and Analysis of Financial Condition and Results of
Operations. During 2003, the Company did not sell any unregistered securities. There is no established public trading market for the Common Units. As of
March 1, 2004, the Operating Partnership had 75 holders of record of Common
Units and 42,476,619 Common Units outstanding. For each quarter during 2003 and 2002, the Operating Partnership paid a cash
distribution to holders of Common Units equal in amount to the dividends paid
on the Companys common stock for such quarter. During 2003, the Operating Partnership did not sell any unregistered
securities.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. POST PROPERTIES, INC.
(Registrant)March 29, 2004
    
    By
    
    /s/ David P. Stockert
David P. Stockert
President and Chief Executive Officer
(Principal Executive Officer)
   POST PROPERTIES, INC.POST APARTMENT HOMES, L.P.
    
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. POST APARTMENT HOMES, L.P.
(Registrant)By:  Post
G.P. Holdings, Inc., as General PartnerMarch 29, 2004
    
    By
    
    /s/ David P. Stockert
David P. Stockert
President and Chief Executive Officer
(Principal Executive Officer)
   POST PROPERTIES, INC.POST APARTMENT HOMES, L.P.
    
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