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                                                                   EXHIBIT 10.23

                             AMENDMENT NUMBER THREE
              POST PROPERTIES, INC. PROFIT SHARING/ss. 401(K) PLAN
             AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994

Pursuant to ss. 13.1 of the Post Properties, Inc. Profit Sharing/ss. 401(k) Plan
as amended and restated effective as of January 1, 1994 ("Plan"), Post
Properties, Inc. hereby amends the Plan as follows:

1.       By amending ss. 3.19, Forfeiture, to read as follows:

         "3.19. Forfeiture -- means the nonvested portion of an Individual
         Account of an Employee that is deducted from such Account in accordance
         with the terms of this Plan."

2.       By amending ss. 6.2(a), Forfeitures, to insert the phrase "attributable
         to Profit Sharing Contributions" after the word "Forfeitures".

3.       By amending the last sentence of ss. 6.5, Account Debits and Allocation
         of Adjustment, to read as follows:

         "For purposes of allocating the Adjustment for any Valuation Date, the
         Individual Accounts shall be adjusted for contributions, distributions,
         withdrawals and other applicable debits and credits in accordance with
         procedures established for such purpose by the Plan's recordkeeper."

4.       By amending ss. 6.6, Allocation Report, to read as follows:

         "6.6. Allocation Report. At least annually and at such other times as
         determined by the Plan Sponsor, if any, each person for whom an
         Individual Account is maintained shall be provided with a statement
         showing the amounts allocated to and the new value of that Individual
         Account."

5.       By amending the last sentence in ss. 8.4(b), Immediate Payment, to read
         as follows:

         "If the vested portion of an Employee's Individual Account is $3,500 or
         less at the time of his or her Employment Termination Date (or at the
         time of any prior distribution), such Employee shall be deemed to have
         requested an immediate payment under this ss. 8.4(b) and that vested
         portion shall be paid in accordance with ss. 9.1(c) and procedures
         established by the Plan Sponsor as soon as practicable after the
         Employee's Employment Termination Date."

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6.       By amending ss. 8.4(e), Reemployment, to read as follows:

         "(e)  Reemployment.

                  (1) If the former Employee is reemployed as an Employee before
                  he or she has 6 consecutive Breaks in Service and the vested
                  portion of his or her Profit Sharing Account and Matching
                  Account was more than zero, the dollar amount that was treated
                  as a Forfeiture under ss. 8.4(d) and ss. 15.4(a), if any,
                  shall be restored (from Forfeitures and, if necessary, from
                  the Profit Sharing Contribution) to the Employee's Individual
                  Account only if the Employee repays to the Plan an amount
                  equal to the dollar amount of the distribution from the
                  Employee's Profit Sharing Account and Matching Account in
                  accordance with this ss. 8.4(e). Such repayment must be made
                  before the earlier of (1) five years after the first date on
                  which the Employee is subsequently reemployed as an Employee
                  or (2) the date the Employee has six consecutive Breaks in
                  Service following the date of the distribution. If no such
                  repayment is made, the dollar amount that was treated as a
                  Forfeiture shall not be restored notwithstanding the former
                  Employee's reemployment.

                  (2) If the former Employee is reemployed as an Employee before
                  he or she has six consecutive Breaks in Service and the vested
                  portion of his or her Profit Sharing Account and Matching
                  Account was zero and, the dollar amount that was treated as a
                  Forfeiture under ss. 8.4(d) and ss. 15.4(a), if any, shall
                  automatically be restored upon the Employee's reemployment.

                  (3) If the former Employee is reemployed as an Employee after
                  he or she has six consecutive Breaks in Service, the dollar
                  amount that was treated as a Forfeiture shall not be restored.
                  "

7.       By amending the last sentence of ss. 3.14, Eligible Employee, to read
         as follows:

         "In addition, for purposes of eligibility to make Before-Tax
         Contributions under ss. 5.2, the term Eligible Employee shall not
         include an Employee who is classified on the Company's personnel or
         payroll records as a part-time employee who works less than 30 hours
         per week, unless such person has completed at least one "year of
         eligibility service" as described below.

         A "year of eligibility service" means (1) a period of 12 consecutive
         months beginning on an Employee's Employment Commencement Date during
         which such Employee is credited with at least 1,000 Hours of Service or
         (2) any Plan Year including an anniversary of such Employment
         Commencement Date during which such Employee is credited with at least
         1,000 Hours of Service. For this purpose, an Employee's Hours of
         Service shall also include hours for which the Employee (i) is directly
         or indirectly paid, or entitled to


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         payment, for a period of time (without regard to whether the employment
         relationship is terminated) when the Employee performs no duties as an
         Employee due to vacations, holidays, illness, incapacity (including
         disability), layoff, jury duty, military duty or leave of absence, or
         (ii) is paid for any reason an amount as "back pay," irrespective of
         mitigation of damages, where such Hour of Service credit, if any, for
         periods when no duties are performed shall be calculated in accordance
         with then applicable Department of Labor Hour of Service regulations.


8.       By amending ss. 8.7, Separate Accounts, to read as follows:

         "8.7. Separate Accounts. If a distribution is made from an Employee's
         Profit Sharing Account under ss. 8.5(a) or ss. 8.6 at a time when the
         Employee's vested portion was less than 100%, the Plan Sponsor
         thereafter shall determine the then vested portion of the Employee's
         Profit Sharing Account in accordance with the following formula:

                  X =  P   (AB + (R x D)) - (R x D), where
                  X =      the current dollar amount, if any, of the vested
                           portion of the Employee's Profit Sharing Account;
                  P =      the employee's current vested percentage under the
                           vesting schedule in ss. 8.4(c);
                  AB =     the current dollar amount, if any, of the balance
                           posted to the Employee's Profit Sharing Account;
                  D =      the dollar amount previously distributed to the
                           Employee from his or her Profit Sharing Account; and
                  R =      AB divided by the dollar amount, if any, posted to
                           the Employee's Profit Sharing Account immediately
                           after the distribution.

         Finally, a separate Profit Sharing Account shall be established for
         such Employee if he or she subsequently becomes an Active Employee and
         both Profit Sharing Accounts shall be merged into one such account when
         the Employee's interest in each such account fully vests."

9.       By amending the Plan to correct certain typographical errors as
         follows:

         a.       By amending the first sentence in ss. 5.2(b)(5), Resumption
                  After Termination, to substitute "ss. 5.2(b)(4)" for "ss.
                  5.2(c)(4)";

         b.       By amending the last sentence in ss. 6.1, Plan Sponsor and
                  Company Action, to substitute "ss. 6.2(a)" for "ss. 6.3(a)";

         c.       By amending clause (2) in ss. 7.2(b), Corrections, to
                  substitute "ss. 6.2" for "ss. 6.3";



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         d.       By amending the last sentence in ss. 8.4(c), Vesting Schedule,
                  to substitute "ss. 8.4(c)" for "ss. 5.4(c)";

         e.       By amending the first sentence in ss. 8.4(e), Reemployment, as
                  in effect before the amendment made in Paragraph 6 of this
                  Amendment Number Three, to substitute "ss. 8.4(c)" for "ss.
                  5.4(c)";

         f.       By amending ss. 8.5(b), Before-Tax Accounts, to substitute
                  "ss. 8.5(b)" for "ss. 8.6(b)" each place it appears;

         g.       By amending the second sentence in ss. 8.6, In-Service
                  Withdrawals, to substitute "ss. 8.5" for "ss. 8.6";

         h.       By amending the last sentence in ss. 8.6, In-Service
                  Withdrawals, to substitute "ss. 8.6" for "ss. 8.7" each place
                  it appears;

         i.       By amending the first sentence in ss. 8.7, Separate Accounts,
                  as in effect before the amendment made in Paragraph 8 of this
                  Amendment Number Three, to substitute "ss. 8.5(a)" for "ss.
                  8.6(a)" and to substitute "ss. 8.6" for "ss. 8.7"; and

         j.       By amending the last sentence in ss. 9.1(c), Automatic Lump
                  Sum Distributions, to substitute "ss. 8.5" for "ss. 8.6" and
                  to substitute "ss. 8.6" for "ss. 8.7".

10.      The provisions of Paragraphs 6, 7 and 8 of this Amendment shall be
         effective for individuals who are Employees on or after the date this
         Amendment is executed and all other provisions of this Amendment shall
         be effective retroactively to January 1, 1994. Except as otherwise
         expressly amended by this Amendment, the Plan as in effect before this
         Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, Post Properties, Inc. has caused this Amendment Number Three
to be executed by its duly authorized officer as of this 29th day of May, 1997.

                                     POST PROPERTIES, INC.

                                     By:  /s/ Judy Denman
                                        ---------------------------------------

                                     Title: Senior Vice President
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