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                                                                   EXHIBIT 10.3





                               SECOND AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                           POST APARTMENT HOMES, L.P.


         This Second Amendment to First Amended and Restated Agreement of
Limited Partnership of Post Apartment Homes, L.P. (this "Amendment") is entered
into as of December 23, 1997, by and among Post GP Holdings, Inc. (the "General
Partner"), and the Limited Partners of Post Apartment Homes, L.P. All
capitalized terms used herein shall have the meanings given to them in the
Second Amended and Restated Agreement of Limited Partnership of Post Apartment
Homes, L.P., dated October 24, 1997, as amended by the First Amendment to Second
Amended and Restated Agreement of Limited Partnership of Post Apartment Homes,
L.P., dated as of October 28, 1997 (the "Partnership Agreement").

         WHEREAS, certain Limited Partners of Post Apartment Homes, L.P. (the
"Partnership") have requested an amendment to the Partnership Agreement as
provided herein, and such amendment has been approved by the requisite number of
Limited Partners as set forth in the Partnership Agreement;

         WHEREAS, the parties hereto accordingly desire to amend the Partnership
Agreement in accordance with the approved amendment;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         Section 1.        Amendment to Partnership Agreement - Election to
Restore Deficit Capital Account.

         The Partnership Agreement is hereby amended by adding the following new
Sections 13.3.D, 13.3.E, 13.3.F and 13.3.G immediately following the existing
Section 13.3.C:

                  D.       Any Partner (other than a Principal or a
         Principal-Controlled Partnership, whose rights and obligations shall be
         as set forth above) may elect at any time to undertake deficit Capital
         Account restoration liability under Section 13.3.E (or increase the
         amount of such deficit Capital Account restoration liability previously
         undertaken) by delivering written notice of such election to the
         General Partner. Any such notice of election shall include a statement
         of the maximum dollar amount of such Partner's deficit Capital Account
         restoration obligation (the "Stipulated Liability Cap") or a statement
         that such obligation shall be unlimited in amount. Such election,
         including the Stipulated Liability Cap, shall



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         be subject to the written approval of the General Partner. At such time
         as the General Partner gives such written approval, such electing
         Partner shall be deemed an "Electing Partner" for purposes of this
         Section 13.3. The General Partner may prescribe such form or forms (if
         any) for an election under this Section 13.3.D as the General Partner
         deems appropriate.

                  E.       Subject to Section 13.3.F, if an Electing Partner (as
         hereinafter defined), on the date of the "liquidation" of his interest
         in the Partnership (within the meaning of Regulations Section
         1.704-1(b)(2)(ii)(g)), has a negative balance in his Capital Account,
         then such Electing Partner shall contribute in cash to the capital of
         the Partnership the lesser of (i) the amount required to increase his
         Capital Account as of such date to zero or (ii) such Electing Partner's
         Stipulated Liability Cap (as defined above). Any such contribution
         required of an Electing Partner hereunder shall be made on or before
         the later of (x) the end of the Partnership Year in which the interest
         of such Electing Partner is liquidated; or (y) the ninetieth (90th) day
         following the date of such liquidation. Notwithstanding any provision
         hereof to the contrary, all amounts so contributed by an Electing
         Partner to the capital of the Partnership shall, upon the liquidation
         of the Partnership under this Article 13, be first paid to any then
         creditors of the Partnership, and any remaining amount shall be
         distributed to the other Partners, if any, then having positive
         balances in their respective Capital Accounts in proportion to such
         positive balances.

                  F.       After the death of a Control Person (as hereinafter
         defined), the executor of the estate of such Control Person, on behalf
         of an Electing Partner, may elect to reduce (or eliminate) the deficit
         Capital Account restoration obligation of such Electing Partner
         pursuant to Section 13.3.E. Such election may be made by such executor
         by delivering to the General Partner within two hundred seventy (270)
         days of the death of such Control Person a written notice, on behalf of
         such Electing Partner, setting forth the maximum deficit balance in
         such Electing Partner's Capital Account that such Electing Partner
         agrees to restore under Section 13.3.E, if any. If such executor does
         not make a timely election pursuant to this Section 13.3.F (whether or
         not the balance in the Electing Partner's Capital Account is negative
         at such time), then such Electing Partner (and the beneficiaries of any
         Control Person who receive distribution of Partnership Units therefrom)
         shall be deemed to have a deficit Capital Account restoration
         obligation as set forth pursuant to the terms of Section 13.3.E. For
         purposes of this Section 13.3.F, "Control Person" means, with respect
         to any Electing Partner, (i) such Electing Partner, if such Electing
         Partner is an individual, and (ii) if such Electing Partner is not an
         individual, an individual who owns, directly or indirectly, a majority
         of (A) the power of the voting equity securities of such Electing
         Partner or (B) the outstanding equity interests of such Electing
         Partner.

         Section 2.        Amendment to Partnership Agreement - Allocation of
Net Losses

         Section 6.1.B of the Partnership Agreement is hereby deleted in its
entirety and the following new Section 6.1.B is inserted in its place:


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                  B. Net Losses. After giving effect to the special allocations
         set forth in Section 1 of Exhibit C, Net Losses shall be allocated to
         the Partners as follows:

                  (1)      To the Partners who hold Common Partnership Units in
                  accordance with their respective Percentage Interests held
                  with respect to Common Partnership Units, except as otherwise
                  provided in this Section 6.1.B.

                  (2)      To the extent that an allocation of Net Loss under
                  Section 6.1.B.(1) would cause a Partner to have an Adjusted
                  Capital Account Deficit at the end of such taxable year (or
                  increase any existing Adjusted Capital Account Deficit of such
                  Partner), such Net Loss shall instead be allocated to those
                  Partners, if any, for whom such allocation of Net Loss would
                  not cause or increase an Adjusted Capital Account Deficit.
                  Solely for purposes of this Section 6.1.B.(2), the Adjusted
                  Capital Account Deficit shall be determined (i) in the case of
                  the Post Partners, without regard to the amount credited to
                  the Post Partners' respective Capital Accounts for the
                  aggregate Liquidation Preference Amount attributable to
                  Preferred Partnership Units and without regard to any deemed
                  deficit restoration obligation of the General Partner
                  recognized under Regulations Section 1.704-1(b)(2)(ii)(c)(2),
                  and (ii) in the case of an Electing Partner, Principal or a
                  Principal-Controlled Partnership, without regard to such
                  Partner's deficit Capital Account restoration obligation under
                  Section 13.3 hereof. The Net Loss allocated under this Section
                  6.1.B.(2) shall be allocated among the Limited Partners who
                  may receive such allocation in proportion to their respective
                  Percentage Interests in Common Partnership Units, but for any
                  particular Limited Partner not in excess of the maximum amount
                  of Net Loss that could be allocated to such Partner without
                  causing such Partner to have an Adjusted Capital Account
                  Deficit.

                  (3)      Any remaining Net Loss that cannot be allocated under
                  Sections 6.1.B.(1) and (2) hereof shall be allocated to the
                  Post Partners in proportion to their respective Percentage
                  Interests with respect to Preferred Partnership Units, to the
                  extent that such allocation of Net Loss would not cause or
                  increase an Adjusted Capital Account Deficit of the Post
                  Partners determined, in the case of the General Partner,
                  without regard to any deemed deficit restoration obligation of
                  the General Partner recognized under Regulations Section
                  1.704-1(b)(2)(ii)(c)(2).

                  (4)      Any remaining Net Loss shall be allocated to the
                  Electing Partners, Principals and the Principal-Controlled
                  Partnerships who may receive such allocation without causing
                  an Adjusted Capital Account Deficit as to such Partner, in
                  proportion to their respective Percentage Interests in Common
                  Partnership Units; provided that if, after the death of a
                  Control Person (as defined in Section 13.3.F hereof) or
                  Principal, an election is made on behalf of the applicable
                  Electing Partner, Principal or Principal-Controlled
                  Partnership under Section 13.3 hereof to eliminate or reduce
                  its deficit Capital Account restoration obligation under
                  Section 13.3 hereof, Net Losses shall not be allocated to such
                  Partner to the extent that such allocation would cause such


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                  Partner to have an Adjusted Capital Account Deficit (or would
                  increase any existing Adjusted Capital Account Deficit of such
                  Partner) as of the end of such taxable year, and instead shall
                  be allocated to those Electing Partners, Principals and
                  Principal-Controlled Partnerships as to whom the foregoing
                  limitation does not apply, in proportion to their respective
                  Percentage Interests in Common Partnership Units.

                  (5) Any remaining Net Loss shall be allocated to the General
                  Partner.

                  C.       For purposes of Regulations Section 1.752-3(a), the
         Partners agree that Nonrecourse Liabilities of the Partnership in
         excess of the sum of (i) the amount of Partnership Minimum Gain, and
         (ii) the total amount of Nonrecourse Built-in Gains3 shall be allocated
         among the Partners in accordance with their respective Percentage
         Interests in Common Partnership Units.

                  D.       Any gain allocated to the Partners upon the sale or
         other taxable disposition of any Partnership asset shall to the extent
         possible, after taking into account other required allocations of gain
         pursuant to Exhibit C, be characterized as Recapture Income in the same
         proportions and to the same extent as such Partners have been allocated
         any deductions directly or indirectly giving rise to the treatment of
         such gains as Recapture Income.

         IN WITNESS WHEREOF, the parties hereto have executed the Amendment
under seal as of the date first written above.

                                  GENERAL PARTNER:

                                  POST GP HOLDINGS, INC.,
                                  a Georgia corporation


                                  By: /s/ John A. Williams
                                     ------------------------------------
                                     Name: John A. Williams
                                          -------------------------------
                                     Title: Chairman and Chief
                                            Executive Officer
                                           ------------------------------

                                  Attest: /s/ Sherry W. Cohen
                                         --------------------------------
                                         Name: Sherry W. Cohen
                                               --------------------------
                                         Title: Vice President and
                                                Secretary
                                                -------------------------

                                                    [CORPORATE SEAL]



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                                         LIMITED PARTNERS:

                                         POST GP HOLDINGS, INC., a
                                         Georgia corporation, as
                                         attorney-in-fact for the
                                         Limited Partners (other
                                         than Post LP Holdings,
                                         Inc.)



                                         By: /s/ John A. Williams
                                            -----------------------------------
                                            Name: John A. Williams
                                                 ------------------------------
                                            Title: Chairman and Chief
                                                   Executive Officer
                                                  -----------------------------

                                         Attest: /s/ Sherry W. Cohen
                                                -------------------------------
                                                Name: Sherry W. Cohen
                                                      -------------------------
                                                Title: Vice President and
                                                       Secretary
                                                       ------------------------



                                         POST LP HOLDINGS, INC.,
                                         a Georgia corporation


                                         By: /s/ John A. Williams
                                            -----------------------------------
                                            Name: John A. Williams
                                                 ------------------------------
                                            Title: Chairman and Chief
                                                   Executive Officer
                                                  -----------------------------

                                         Attest: /s/ Sherry W. Cohen
                                                 ------------------------------
                                                Name: Sherry W. Cohen
                                                     --------------------------
                                                Title: Vice President and
                                                       Secretary
                                                      -------------------------
                                                           [CORPORATE SEAL]




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