POST APARTMENT HOMES LP, 10-12G/A, 1996-06-18

POST APARTMENT HOMES LP
10-12G/A, 1996-06-18
OPERATORS OF APARTMENT BUILDINGS

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 17, 1996

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------------

AMENDMENT NO. 1 TO FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

-----------------------

POST APARTMENT HOMES, L.P.
(Exact name of registrant as specified in its charter)

GEORGIA 58-2053632
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3350 CUMBERLAND CIRCLE, N.W.
SUITE 2200
ATLANTA, GEORGIA 30339
(Address of principal executive offices)

(770) 850-4400
(Telephone number, including area code, of agent for service)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
Not applicable Not applicable
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Title of Class
--------------
Partnership Interests ("Units")

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<PAGE> 2

ITEM 1. BUSINESS

Post Apartment Homes, L.P. (the "Company") is one of the largest developers and
operators of upscale multifamily apartment communities in the Southeastern
United States. As of June 1, 1996, the Company owned 47 stabilized communities
(the "Communities") containing 16,996 apartment units located primarily in
metropolitan Atlanta, Georgia and Tampa, Florida. In addition, as of June 1,
1996 the Company had under construction or in initial lease-up six new
communities and an addition to an existing community in the Atlanta, Tampa and
Charlotte metropolitan areas that will contain an aggregate of 2,274 apartment
units when completed. For the year ended December 31, 1995, the average
economic occupancy rate of the 37 Communities and the first phase of two
additional Communities stabilized for the entire period was 96.0%. The average
monthly rental rate per apartment unit at these Communities for the same period
was $710. The Company also manages through affiliates three communities with
866 apartment units under the Post(R) brand name for third parties and
approximately 9,900 additional apartment units owned by third parties. The
Company is a fully-integrated organization with multifamily development,
acquisition, operation and asset management expertise and has approximately
1,100 employees, none of whom is a party to a collective bargaining agreement.

Since the business of the Company was founded in 1971, the Company has pursued
three distinctive core business strategies that, for 25 years, have remained
substantially unchanged:

Investment Building
Investment building means taking a long-term view of the assets the Company
creates. The Company develops communities with the intention of operating them
for periods that are relatively long by the standards of the apartment
industry. Key elements of the Company's investment building strategy include
instilling a disciplined team approach to development decisions; selecting
sites in niche and infill locations in strong primary markets; consistently
constructing new apartment communities with a uniformly high quality; and
conducting ongoing property improvements.

Promotion of the Post(R) Brand Name
The Post(R) brand name strategy has been integral to the success of the Company
and, to the knowledge of the Company, has not been successfully duplicated
within the multifamily real estate industry in any major U.S. market. For such
a strategy to work, a company must develop and implement systems to achieve
uniformly high quality and value throughout its operations. As a result of the
Company's efforts in developing and maintaining its communities, the Company
believes that the Post(R) brand name is synonymous with quality upscale
apartment communities that are situated in desirable locations and provide
superior resident service. Key elements in implementing the Company's brand
name strategy include extensively utilizing the trademarked brand name;
adhering to quality in all aspects of the Company's operations; developing and
implementing leading edge training programs; and coordinating the Company's
advertising programs to increase brand name recognition.

Service Orientation

The Company's mission statement is: "To provide the superior apartment living
experience for our residents." By striving to provide a superior product and
superior service, the Company believes that it will be able to achieve its
long-term goals. The Company believes that it provides its residents with
superior product and superior service through its uniformly high quality
construction, award winning landscaping and numerous amenities, including on
site business centers, on site courtesy officers, urban vegetable gardens and
state of the art fitness centers.

ORGANIZATION STRUCTURE

The Company's general partner, Post Properties, Inc. ("PPI" or the "General
Partner"), is a self-administered and self-managed equity real estate
investment trust (a "REIT"). On July 22, 1993, PPI completed an initial public
offering of 10,580,000 shares of its Common Stock (the "Initial Offering") and
a business combination involving entities under varying common ownership (the
"Formation Transactions"). The entities included in the business combination
are collectively referred to as Post Properties Group ("PPG"). On February 7,
1994, PPI completed a second public offering of 3,000,000 shares of its Common
Stock (the "Second Offering"). On October 20, 1995, PPI completed a third
public offering of 3,710,500 additional shares of its Common Stock (the "Third
Offering"). Proceeds from the Initial Offering were (i) used by PPI to acquire
a controlling interest in the Company, PPI's principal operating subsidiary,
which was formed to succeed to substantially all of the ownership interest in a
portfolio of 40 Post(R) multifamily apartment communities (the "Initial
Properties"), all of which were developed by the Company and owned by
affiliates of the Company, and to the development,
<PAGE> 3

leasing, landscaping and management business of the Company and certain other
affiliates and (ii) contributed by PPI to the Company to pay down existing
indebtedness on certain Initial Properties. Proceeds of the Second and Third
Offerings were contributed by PPI to the Company and used by the Company to pay
down existing indebtedness. PPI is the sole general partner of, and controls a
majority of the limited partnership interests in, the Company. PPI conducts
all of its business through the Company and its subsidiaries.

The Company's executive offices are located at 3350 Cumberland Circle, Suite
2200, Atlanta, Georgia 30339 and its telephone number is (770) 850-4400. PPI,
a Georgia corporation, was incorporated on January 25, 1984, and is the
successor by merger to the original Post Properties, Inc., a Georgia
corporation, which was formed in 1971. The Company is a Georgia limited
partnership that was formed in July 1993 for the purpose of consolidating the
operating and development businesses of the original Post Properties, Inc. and
the Post(R) apartment portfolio described herein.

The Company, through the operating divisions and subsidiaries described below,
is the entity through which all of PPI's operations are conducted. At December
31, 1995, PPI controlled the Company as the sole general partner, with a 1%
interest, and as the holder of an aggregate 80.8% interest in the Company. The
other limited partners of the Company are those persons (including certain
officers and directors of PPI) who, at the time of the Initial Offering,
elected to hold all or a portion of their interest in PPI in the form of units
in the Company ("Units") rather than receiving shares of PPI's Common Stock.
Each Unit may be redeemed by the holder thereof for either one share of PPI's
Common Stock or cash equal to the fair market value thereof at the time of such
redemption, at the option of PPI. As of June 1, 1996, PPI has issued Common
Stock in connection with all redemptions. With each redemption of outstanding
Units for PPI's Common Stock, PPI's percentage ownership interest in the
Company will increase. In addition, whenever PPI issues shares of Common Stock,
PPI will contribute any net proceeds therefrom to the Company and the Company
will issue an equivalent number of Units to PPI.

As sole general partner, PPI has the exclusive power under the agreement of
limited partnership of the Company to manage and conduct the business of the
Company, subject to the consent of the holders of the Units in connection with
the sale of all or substantially all of the assets of the Company or in
connection with a dissolution of the Company. The board of directors of PPI
manages the affairs of PPI, which directs the affairs of the Company. The
Company cannot be terminated, except in connection with a sale of all or
substantially all of the assets of PPI, for a period of 50 years without a vote
of limited partners of the Company. PPI's limited and general partner interests
in the Company entitle it to share in cash distributions from, and in the
profits and losses of, the Company in proportion to PPI's percentage interest
therein and entitle PPI to vote on all matters requiring a vote of the limited
partners. See Item 11. Description of Registrant's Securities to be
Registered.

As part of the formation of the Company, a new holding company, Post Services,
Inc. ("Post Services") was organized as a separate corporate subsidiary of the
Company. Post Services, in turn, owns all the outstanding stock of three
operating subsidiaries, RAM Partners, Inc. ("RAM"), Post Asset Management, Inc.
("Post Asset Management") and Post Landscape Services, Inc. ("Post Landscape").
Certain officers and directors of PPI received 99%, collectively, of the voting
common stock of Post Services, and the Company received 1% of the voting common
stock and 100% of the nonvoting common stock of Post Services. The voting and
nonvoting common stock of Post Services held by the Company represents 99% of
the equity interests therein. The voting common stock held by officers and
directors in Post Services is subject to an agreement that is designed to
ensure that the stock will be held by one or more officers of Post Services.
The by-laws of Post Services provide that a majority of the board of directors
of Post Services must be persons who are not employees, members of management
or affiliates of PPI or its subsidiaries. This by-law provision cannot be
amended without the vote of 100% of the outstanding voting common stock of Post
Services. As of March 31, 1996, Post Services had the same board of directors
as PPI.

OPERATING DIVISIONS

The major operating divisions of the Company include:

Post Management Services
Post Management Services is responsible for the day-to-day operations of all
the Post(R) communities and is itself comprised of two divisions: one
responsible for community leasing, property management and personnel
recruiting, training and

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<PAGE> 4

development, and the other for maintenance and security. Post Management
Services also conducts short-term leasing activities. The division is the
largest in the Company with approximately 430 full-time employees as of March
31, 1996.

Post Apartment Development
Post Apartment Development conducts the development and construction activities
of the Company. Development activities include site selection, zoning and
regulatory approvals, project design, and the full range of construction
management services. As of March 31, 1996, the division was comprised of
approximately 100 full-time employees.

Post Landscape Operations
This division works closely with Post Apartment Development in the initial
design of each Post(R) community and then has primary responsibility for
maintaining each community's landscape. The division maintains each
community's grounds on a cost effective basis for seasonal impact and has
earned national recognition for the Company. As of March 31, 1996, it was
comprised of approximately 50 full-time and part-time employees with
professionals specializing in landscape architecture, horticulture,
floriculture, and general landscape maintenance.

Post Corporate Services
Post Corporate Services provides executive direction and control to the
Company's other divisions and subsidiaries and has responsibility for the
creation and implementation of all Company financing and capital strategies.
All accounting, management reporting, and insurance services required by the
Company and all of its affiliates are centralized in Post Corporate Services.
As of March 31, 1996, the division employed approximately 45 full-time
employees.

OPERATING SUBSIDIARIES

The operating subsidiaries of the Company, each of which is wholly owned by
Post Services, include:

RAM
RAM provides third party asset management and leasing services for multifamily
properties that do not operate under the Post(R) name. RAM's clients include
pension funds, independent private investors, financial institutions and
insurance companies. RAM's asset management contracts generally are subject to
annual renewal or are terminable upon specified notice. As of March 31, 1996,
RAM managed 40 properties (located in Georgia, California, Florida, North
Carolina, and Virginia) with approximately 9,900 units under management. As of
March 31, 1996, RAM had approximately 295 full-time employees.

Post Asset Management
As of March 31, 1996, Post Asset Management provided management services to
three Post(R) communities (866 apartment units) owned by third parties, which
were originally developed by the Company but sold prior to the Initial
Offering. Use of the Post(R) name and other of the Company's federally
registered service marks in connection with each such community is limited to
the period during which the Company continues to manage the community. As of
March 31, 1996, Post Asset Management employed approximately 50 full-time
employees.

Post Landscape
As a result of the reputation the Company developed in connection with the
landscaping of Post(R) communities, in 1990 the Company began providing third
party landscape services for clients other than Post(R) communities. Projects
with third parties include the maintenance and design of the landscape for
office parks, commercial buildings and other commercial enterprises, and
private residences. Post Landscape provides such third party landscape
services and, as of March 31, 1996, it employed approximately 110 full-time
employees.

HISTORY OF THE COMPANY

As of June 1, 1996, the Company and its affiliates have developed a total of 71
Post(R) upscale garden and mid-rise apartment communities containing
approximately 22,425 apartment units. Of these communities, 47 communities
comprising 16,996 apartment units are owned by the Company in fee simple or
pursuant to a long-term ground lease, and are operated by the Company. The
Company and its affiliates sold 25 communities between 1972 and 1995 to parties
not affiliated with the Company, three of which the Company continues to manage
under the Post(R) name. Three continguous Atlanta communities containing a
total of 810 units, which the operating partnership developed in the early
1980's and sold in 1986, have been reacquired and are currently operated as one
community, Post Creek. As of June 1, 1996,

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<PAGE> 5

six additional Post(R) communities and an addition to an existing community
were under construction and are owned and operated by the Company.

During the five-year period from January 1, 1991 through December 31, 1995, the
Company and its predecessors and affiliates developed and completed 2,953
apartment units in 15 apartment communities and sold three apartment
communities containing an aggregate of 568 apartment units. The Company has
developed its apartment communities to the Company's specifications as opposed
to buying and refurbishing existing properties built by others. The Company and
its affiliates have sold apartment communities after holding them for
investment periods that typically have been seven to twelve years after
development. The following table shows the results of the Company's
developments during this period:

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Units completed . . . . . . . . . . . . . . . . . . 685 575 182 556 955

Total units owned by Company affiliates
at end of year . . . . . . . . . . . . . . . . . 14,962 14,845 14,270 14,088 13,532

Total apartment rental income (in
thousands) . . . . . . . . . . . . . . . . . . . $133,817 $115,309 $104,482 $94,754 $85,688
</TABLE>

CURRENT DEVELOPMENT ACTIVITY

As of June 1, 1996, the Company had, under construction or in initial lease-up,
seven new communities and additions to one existing community that will contain
an aggregate of 2,274 units. The Company's communities under development or in
initial lease-up are summarized in the following chart:

<TABLE>
<CAPTION>
ACTUAL OR ACTUAL OR
ESTIMATED ESTIMATED
QUARTER OF QUARTER FIRST QUARTER OF
# OF CONSTRUCTION UNITS STABILIZED
METROPOLITAN AREA UNITS COMMENCEMENT AVAILABLE OCCUPANCY
----------------- ----- ------------ ------------- -----------
<S> <C> <C> <C> <C>
ATLANTA, GA
Post Dunwoody -- phase II . . . . . . . . . . . . . 328 4Q'94 3Q'95 3Q'96
Post Terrace . . . . . . . . . . . . . . . . . . . 296 2Q'95 1Q'96 4Q'96
Post Crest . . . . . . . . . . . . . . . . . . . . 410 1Q'95 1Q'96 1Q'97
Post Collier Hills . . . . . . . . . . . . . . . . 392 4Q'95 3Q'96 4Q'97
Post Glen . . . . . . . . . . . . . . . . . . . . . 312 1Q'96 1Q'97 1Q'98
-----
1,738
-----
TAMPA, FL
Post Walk at Hyde Park . . . . . . . . . . . . . . 134 1Q'96 4Q'96 3Q'97
-----

CHARLOTTE, NC
Post South Park . . . . . . . . . . . . . . . . . . 402 4Q'95 3Q'96 3Q'97
-----
2,274
=====
</TABLE>

The Company has also acquired a parcel in Atlanta on which it plans to build a
new community. The Home Depot, Inc. is constructing its corporate headquarters
campus and extensive infrastructure improvements are being made by the county
adjacent to the parcel. The Company will review its development plan for this
parcel closer to completion of these improvements. The Company is also
currently conducting feasibility and other pre-development studies for possible
new Post(R) communities in its primary market areas.

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<PAGE> 6

COMPETITION

All of the Communities are located in developed areas that include other
upscale apartments. The number of competitive upscale apartment properties in a
particular area could have a material effect on the Company's ability to lease
apartment units at the Communities or at any newly developed or acquired
communities and on the rents charged. The Company may be competing with others
that have greater resources than the Company. In addition, other forms of
residential properties, including single family housing, provide housing
alternatives to potential residents of upscale apartment communities.

AMERICANS WITH DISABILITIES ACT

The Communities and any newly acquired apartment communities must comply with
Title III of the Americans with Disabilities Act (the "ADA") to the extent that
such properties are "public accommodations" and/or "commercial facilities" as
defined by the ADA. Compliance with the ADA requirements could require removal
of structural barriers to handicapped access in certain public areas of the
Company's Communities where such removal is readily achievable. The ADA does
not, however, consider residential properties, such as apartment communities,
to be public accommodations or commercial facilities, except to the extent
portions of such facilities, such as the leasing office, are open to the
public. The Company believes that its properties comply with all present
requirements under the ADA and applicable state laws. Noncompliance could
result in imposition of fines or an award of damages to private litigants. If
required to make material additional changes, the Company's results of
operations could be adversely affected.

ENVIRONMENTAL REGULATIONS

The Company is subject to Federal, state and local environmental regulations
that apply to the development of real property, including construction
activities, the ownership of real property, and the operation of multifamily
apartment communities.

In developing properties and constructing apartments, the Company utilizes
environmental consultants to determine whether there are any flood plains,
wetlands or environmentally sensitive areas that are part of the property to be
developed. If flood plains are identified, development and construction is
planned so that flood plain areas are preserved or alternative flood plain
capacity is created in conformance with Federal and local flood plain
management requirements.

Stormwater discharge from a construction facility is evaluated in connection
with the requirements for stormwater permits under the Clean Water Act. This is
an evolving program in most states. The Company currently anticipates it will
be able to obtain stormwater permits for existing or new development.

The Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. sec. 9601 et seq. ("CERCLA"), and applicable state superfund laws
subject the owner of real property to claims or liability for the costs of
removal or remediation of hazardous substances that are disposed of on real
property in amounts that require removal or remediation. Liability under CERCLA
and applicable state superfund laws can be imposed on the owner of real
property or the operator of a facility without regard to fault or even
knowledge of the disposal of hazardous substances on the property or at the
facility. The presence of hazardous substances in amounts requiring response
action or the failure to undertake remediation where it is necessary may
adversely affect the owner's ability to sell real estate or borrow money using
such real estate as collateral. In addition to claims for cleanup costs, the
presence of hazardous substances on a property could result in a claim by a
private party for personal injury or a claim by an adjacent property owner for
property damage.

The Company has instituted a policy that requires an environmental
investigation of each property that it considers for purchase or that it owns
and plans to develop. The environmental investigation is conducted by a
qualified environmental consultant. If there is any indication of
contamination, sampling of the property is performed by the environmental
consultant. The environmental investigation report is reviewed by the Company
prior to purchase of any property. If necessary, remediation of contamination,
including underground storage tanks, is undertaken prior to development.

The Company has not received written notification from any governmental
authority of any noncompliance, claim, or liability in connection with any of
the Communities. The Company has not been notified of a claim for personal
injury or property damage by a private party in connection with any of the
Communities in connection with environmental conditions. The

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<PAGE> 7

Company is not aware of any other environmental condition with respect to any
of the Communities that could be considered to be material.

ITEM 2. FINANCIAL INFORMATION

SELECTED FINANCIAL INFORMATION

(Dollars in thousands, except
per unit data)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
------------------- ------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenue:
Rental . . . . . . . . . . $36,291 $31,082 $133,817 $115,309 $104,482 $ 94,754 $ 85,688
Property management (1) . . . 733 577 2,764 2,508 3,057 2,793 2,296
Landscape services (1) . . . 912 809 4,647 3,799 3,829 2,240 1,794
Other . . . . . . . . . . 1,269 695 3,477 3,123 2,879 2,750 2,581
------- ------- -------- -------- -------- -------- --------
Total revenue . . . 39,205 33,163 144,705 124,739 114,247 102,537 92,359
Property operating and
maintenance expense
(exclusive of depreciation
and amortization) . . . . 12,796 11,420 49,912 43,376 41,209 39,080 35,626
Depreciation
(real estate assets) . . . 4,965 5,087 20,090 19,931 19,427 19,085 19,172
Depreciation
(non-real estate assets) . . 253 106 729 277 303 195 235
Property management expenses
(1) . . . . . . . . . . . 570 566 2,166 2,229 2,453 2,057 1,518
Landscape services expenses
(1) . . . . . . . . . . . 768 688 3,950 3,098 3,151 1,998 1,544
Interest expense . . . . . . 5,057 5,077 22,698 19,231 34,309 41,548 43,074
Amortization of deferred
loan costs, interest rate
protection agreement and
swap gain, net . . . . . . 352 483 1,967 1,999 969 2,105 2,920
General and administrative . 2,012 1,575 6,071 6,269 4,384 5,015 3,987
Formation Transaction
expense . . . . . . . . . - - - - 2,783 - -
Minority interest in
consolidated property
partnership. . . . . . . . - 196 451 680 692 655 617
------- ------- -------- -------- -------- -------- --------
Income (loss) before gain on
sale of real estate assets,
net of income taxes and
extraordinary item . . . . 12,432 7,965 36,671 27,649 4,567 (9,201) (16,334)
Gain on sale of real estate
assets, net of income
taxes. . . . . . . . . . . - - 1,746 1,494 - - -
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary item . . . . 12,432 7,965 38,417 29,143 4,567 (9,201) (16,334)
Extraordinary item(2) . . . . - (155) (1,120) (4,413) (13,628) - -
------- ------- -------- -------- -------- -------- --------
Net income (loss) . . . . . . $12,432 $ 7,810 $ 37,297 $ 24,730 $ (9,061) $ (9,201) $(16,334)
======= ======= ======== ======== ======== ======== ========
</TABLE>

THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
------------------- ------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
PER UNIT DATA: (UNAUDITED)
Income before extraordinary $0.46 $0.35 $1.63 $1.32 $ 0.34 N/A N/A
item . . . . . . . . . .
Net income (loss) . . . . . . $0.46 $0.35 $1.58 $1.12 $(0.67) N/A N/A
Distributions declared . . . $0.54 $0.49 $1.96 $1.80 $ 0.77(3) N/A N/A
</TABLE>

(Selected financial information continued on following page)

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<PAGE> 8

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, DECEMBER 31,
---------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Real estate, before
accumulated depreciation . . $956,839 $855,842 $937,924 $828,585 $722,266 $616,289 $588,416
Real estate, net of
accumulated depreciation . . 794,866 708,076 781,100 686,009 599,898 513,651 505,058
Total assets . . . . . . . . . 819,965 721,635 812,984 710,973 627,322 536,961 527,498
Total debt . . . . . . . . . . 354,431 369,797 349,719 362,045 357,809 540,900 519,538
Partners' and owners' equity
(deficit) . . . . . . . . . 425,673 315,093 425,489 313,367 246,342 (25,812) (9,050)
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, DECEMBER 31,
---------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Cash flow provided from
(used in):
Operating activities . . $ 20,388 $ 21,117 $ 57,366 $ 43,819 $ 2,412 $ 11,400 $ 6,373
Investing activities . . $ (21,512) $ (26,849) $ (114,531) $ (99,364) $ (51,152) $(28,696) $(43,555)
Financing activities . . . $ (6,501) $ 2,050 $ 60,881 $ 46,496 $ 49,647 $ 19,902 $ 31,600
Funds from operations (4) . $ 17,397 $ 13,052 $ 58,507 $ 49,074 $ 24,356 $ 9,884 $ 2,838
Weighted average Units
outstanding. . . . . . . 26,785,951 22,535,331 23,541,639 22,125,890 13,574,767 N/A N/A
Total stabilized communities
(at end of period) . . . 46 42 42 42 41 40 38
Total stabilized apartment
units (at end of
period) . . . . . . . . 16,186 14,845 14,962 14,845 14,270 14,088 13,532
Average economic occupancy
(stabilized communities)
(5) . . . . . . . . . . 95.5% 95.9% 96.0% 96.4% 94.7% 93.0% 92.8%
</TABLE>

_________________
(1) Consists of revenues and expenses from property management and landscape
services provided to properties owned by third parties (including services
provided to third-party owners of properties previously developed and sold
by the Company that operate under the Post(R) name).
(2) The extraordinary item resulted from costs associated with the early
extinguishment of indebtedness.

(3) The distribution paid by the Company for the portion of the quarter ended
September 30, 1993 after the Initial Offering was $.320 per Unit, which is
an amount equivalent to a quarterly distribution of $.415 per Unit (which,
if annualized, would equal $1.66 per Unit).
(4) In March 1995, the National Association of Real Estate Investment Trust
("NAREIT") modified the definition of FFO, among other things, to eliminate
amortization of deferred financing costs and depreciation of non-real
estate assets as items added back to net income when computing FFO. The
modified definition of FFO became effective as of January 1, 1996. Under
the previous definition, FFO for the three months ended March 31, 1996 and
1995 would have been $18,002 and $13,641, respectively. Funds from
operations ("FFO") for any period means the Consolidated Net Income of
the operating Partnership and its Subsidiaries for such period
excluding gains or losses from debt restructuring and sales of
property, plus depreciation of real estate assets, and after adjustment
for unconsolidated partnerships and joint ventures, all determined on
a consistent basis in accordance with generally accepted accounting
principles. Since all companies do not calculate FFO in accordance with
NAREIT's modified definition, the Company's FFO is only comparable to those
companies using NAREIT's modified definition.
(5) Amount represents average economic occupancy for communities stabilized for
both the current and prior respective periods. 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 concessions and employee discounts (average economic
occupancy, taking account of these amounts, would have been 95.5% and 95.9%
for the year ended December 31, 1995 and 1994, respectively). For the year
ended December 31, 1995, concessions were $296 and employee discounts were
$213. A community is considered by the Company to have achieved stabilized
occupancy on

-7-
<PAGE> 9

the earlier to occur of (i) attainment of 95% physical occupancy on the
first day of any month (ii) one year after completion of construction.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except apartment unit data)

OVERVIEW

The following discussion should be read in conjunction with all of the
financial statements appearing elsewhere in this report. The following
discussion is based primarily on the Consolidated Financial Statements of Post
Apartment Homes, L.P.

During the fourth quarter of 1995, PPI completed the Third Offering. The net
proceeds of $105,278 were contributed to the Company and were used to reduce
debt. As of December 31, 1995, there were 26,716,879 Units outstanding, of
which 21,577,636, or 80.8%, were owned by PPI and 5,139,243, or 19.2%, were
owned by other limited partners (including certain officers and directors of
PPI).

The Company's net income is generated primarily from the operation of its
apartment communities. For purposes of evaluating comparative operating
performance, the Company categorizes its operating communities based on the
period each community reaches stabilized occupancy. A community is generally
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.

For communities with respect to which construction is completed and the
community has become fully operational, all property operating and maintenance
expenses are expensed as incurred and those recurring and non-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 are capitalized. See "Capitalization of Fixed Assets and Community
Improvements".

The Company has adopted an accounting policy related to communities in the
development and lease-up stage whereby substantially all operating expenses
(including pre-opening marketing expenses) are expensed as incurred. The
Company treats each unit in an apartment community separately for cost
accumulation, capitalization and expense recognition purposes. Prior to the
commencement of leasing activities, interest and other construction costs are
capitalized and reflected on the balance sheet as construction in progress.
Once a unit is placed in service, all operating expenses allocated to that
unit, including interest, are expensed as incurred. During the lease-up phase,
the sum of interest expense on completed units and other operating expenses
(including pre-opening marketing expenses) will typically exceed rental
revenues, resulting in a "lease-up deficit," which continues until such time as
rental revenues exceed such expenses.

Therefore, in order to evaluate the operating performance of its communities,
the Company has presented financial information which summarizes the revenue in
excess of specified expense on a comparative basis for all of its operating
communities combined and for communities stabilized for both the current and
prior respective periods. The Company has also presented quarterly financial
information reflecting the dilutive impact of lease-up deficits incurred for
communities in the development and lease-up stage and not yet operating at
break-even. In this presentation, only those communities which were dilutive
during the period are included and, accordingly, different communities may be
included in each period.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996, AND 1995

The Company recorded net income of $12,432, for the three months ended March
31, 1996, an increase of $4,622 over the prior corresponding period primarily
as a result of increased rental rates for fully stabilized communities and an
increase in apartment units placed in service.

-8-
<PAGE> 10

COMMUNITY OPERATIONS
As of March 31, 1996, the Company's portfolio of apartment communities
consisted of thirty-seven communities and the first phase of two additional
communities which were completed and stabilized for all of the current and
prior year, three communities and the second phase of an existing community
which achieved full stabilization during the prior year, three communities
which reached stabilization during 1996 and seven communities and a second
phase of an existing community in the development or lease-up stage.

ALL OPERATING COMMUNITIES

The operating performance for all of the Company's apartment communities
combined for the three months ended March 31, 1996 and 1995 is summarized as
follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------------------
1996 1995 % CHANGE
-------- --------- ----------
<S> <C> <C> <C>
Rental and other revenue:
Fully stabilized communities (1) . . . . . . . . . . . . . . . . . $31,069 $29,334 5.9 %
Communities stabilized during 1995 . . . . . . . . . . . . . . . . 2,296 761 201.7 %
Development and lease-up communities (2) . . . . . . . . . . . . . 3,377 50 N/A
Sold communities (3) . . . . . . . . . . . . . . . . . . . . . . . - 1,049 (100.0)%
Other revenue (4) . . . . . . . . . . . . . . . . . . . . . . . . . 689 544 26.7 %
------- -------
37,431 31,738 17.9 %
------- -------
Property operating and maintenance expense
(exclusive of depreciation and amortization):
Fully stabilized communities . . . . . . . . . . . . . . . . . . . 9,786 9,293 5.3 %
Communities stabilized during 1995 . . . . . . . . . . . . . . . . 615 397 54.9 %
Development and lease-up communities . . . . . . . . . . . . . . . 1,504 323 365.6 %
Sold communities . . . . . . . . . . . . . . . . . . . . . . . . . - 415 (100.0)%
Other expenses (5) . . . . . . . . . . . . . . . . . . . . . . . . 891 992 (10.2)%
------- -------
12,796 11,420 12.0 %
------- -------
Revenue in excess of specified expense . . . . . . . . . . . . . . . $24,635 $20,318 21.2 %
======= =======

Recurring capital expenditures: (6)
Carpet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 174 $ 192 (9.4)%
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292 170 7.2 %
------- -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 466 $ 362 28.7 %
======= =======
Average apartment units in service . . . . . . . . . . . . . . . . . 16,369 15,164 7.9 %
======= =======
Recurring capital expenditures per unit . . . . . . . . . . . . . . . $ 28 $ 24 16.7 %
======= =======
</TABLE>

(1) Communities which reached stabilization prior to January 1, 1995.
(2) Communities in the "construction", "development" or "lease-up" stage during
1996 and, therefore, not considered fully stabilized for all of the periods
presented.
(3) Communities which were sold on September 13, 1995.
(4) Other revenue includes revenue on furnished apartment rentals above the
unfurnished rental rates and any revenue not directly related to property
operations.

-9-
<PAGE> 11

(5) Other expenses includes certain indirect central office operating expenses
related to management, grounds maintenance, and costs associated with
furnished apartment rentals.
(6) In addition to those expenses which relate to property operations, the
Company incurs recurring and non-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.

For the quarter ended March 31, 1996, rental and other revenue increased
$5,693, or 17.9%, compared to the same period in the prior year, primarily as a
result of increased rates for fully stabilized communities and an increase in
units placed in service, partially offset by a decrease in rental and other
revenue due to the sale of three communities during the third quarter of 1995.
Rental and other revenue from communities stabilized since January 1, 1995,
increased $1,735, or 5.9%, compared to the same period in the prior year,
primarily as a result of higher rental rates. Rental and other revenue from
communities stabilized during 1995 and development and lease-up communities
increased $4,862, compared to the same period in the prior year, primarily due
to additional units placed in service. The historical operating results
include, for the three months ended March 31, 1995, revenues and expenses
related to three communities sold on September 13, 1995, all of which had been
previously included in the fully stabilized communities group.

Property operating and maintenance expenses (exclusive of depreciation and
amortization) increased primarily due to the increase in the units placed in
service from the first quarter of 1995 to the first quarter of 1996.

FULLY STABILIZED COMMUNITIES

The Company defines fully stabilized communities as those which have reached
stabilization prior to the beginning of the previous calendar year.

The operating performance of the 37 communities and the first phase of two
additional communities containing an aggregate of 14,160 units which were fully
stabilized as of January 1, 1995, are summarized as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
1996 1995 % CHANGE
-------- -------- ---------
<S> <C> <C> <C>
Rental and other revenue . . . . . . . . . . . . . . . . . . . . . . . . $31,069 $29,334 5.9 %
Property operating and maintenance expense
(exclusive of depreciation and amortization) . . . . . . . . . . . . . 9,786 9,293 5.3 %
------- -------
Revenue in excess of specified expense . . . . . . . . . . . . . . . . . $21,283 $20,041 6.2 %
======= =======

Recurring capital expenditures:(1)
Carpet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 174 $ 171 1.8 %
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287 110 160.9 %
------- -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 461 $ 281 64.1 %
======= =======
Recurring capital expenditures per unit (2) . . . . . . . . . . . . . . . $ 33 $ 20 65.0 %
======= =======

Average economic occupancy (3) . . . . . . . . . . . . . . . . . . . . . 95.5% 95.9%
======= =======
Average monthly rental rate per apartment
unit(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 746 $ 706 5.7 %
======= =======
Apartment units in service . . . . . . . . . . . . . . . . . . . . . . . 14,160 14,160 -
======= =======
</TABLE>

-10-
<PAGE> 12

(2) In addition to such capitalized expenditures, the Company expensed
$120 and $43, per unit, on building maintenance and landscaping
(inclusive of salaries) and such amounts were included in property
operating and maintenance expense.

(3) 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
concessions and employee discounts. (Average economic occupancy,
including these amounts would have been 95.1% and 95.5% for the three
months ended March 31, 1996 and 1995, respectively.) Concessions
were $62 and $62 and employee discounts were $71 and $59, for the
quarters ended March 31, 1996 and 1995, respectively.

(4) Average monthly rental rate is defined as the average of the gross
actual rental rates for occupied units and the anticipated rental
rates for unoccupied units.

During the first quarter of 1996, rental and other revenue increased due to
higher rental rates with occupancy remaining relatively stable. Property
operating and maintenance expenses (exclusive of depreciation and amortization)
increased $494, or 5.3%, compared to the same period in the prior year,
primarily as a result of ad valorem real estate taxes, which were up 13.3% as a
result of increased valuations in the second quarter of 1995.

LEASE-UP DEFICITS

As noted in the Overview, the Company has adopted an accounting policy related
to communities in the development and lease-up stage whereby substantially all
operating expenses (including pre-opening marketing expenses) are expensed as
incurred. The Company treats each unit in an apartment community separately
for cost accumulation, capitalization and expense recognition purposes. Prior
to the commencement of leasing activities, interest as well as other
construction costs are capitalized and reflected on the balance sheet as
construction in progress. Once a unit is placed in service, all expenses
allocated to that unit, including interest, are expensed as incurred. During
the lease-up phase, the sum of interest expense on completed units and other
operating expenses (including pre-opening marketing expenses) will typically
exceed rental revenues, resulting in a "lease-up deficit," which continues
until rental revenues exceed such expenses.

In this presentation, only those communities which were dilutive for the
respective period are included and, accordingly, different communities may be
included in different quarters.

For the three months ended March 31, 1996 and 1995, the "lease-up deficit"
charged to and included in results of operations are summarized as follows:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
---------------------
1996 1995
------ ------
<S> <C> <C>
Rental and other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 574 $ 282
Property operating and maintenance expense (exclusive of
depreciation and amortization) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 469 450
----- -----
Revenue in excess of specified expense . . . . . . . . . . . . . . . . . . . . . . . . . 105 (168)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338 175
----- -----
Lease-up deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(233) $(343)
===== =====
</TABLE>

-11-
<PAGE> 13

THIRD PARTY MANAGEMENT SERVICES

The Company provides asset management, leasing and other consulting services to
non-related owners of apartment communities through two of its subsidiaries,
RAM Partners, Inc. ("RAM") and Post Asset Management, Inc. ("Post Asset
Management").

The operating performance of RAM and Post Asset Management for the three months
ended March 31, 1996 and 1995 are summarized as follows:

RAM PARTNERS, INC.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------------
1996 1995 % CHANGE
------ ------ ---------
<S> <C> <C> <C>
Property management and other revenue . . . . . . . . . . . . . . . . . . $ 660 $ 528 25.0%
Property management expense . . . . . . . . . . . . . . . . . . . . . . . 356 318 11.9%
General and administrative expense . . . . . . . . . . . . . . . . . . . 118 118 -
----- -----
Revenue in excess of specified expense . . . . . . . . . . . . . . . . . $ 186 $ 92 102.2%
===== =====
Average apartment units in service . . . . . . . . . . . . . . . . . . . 9,906 8,321 19.0%
===== =====
</TABLE>

The increase in property management revenues and expenses from 1995 to 1996 is
primarily attributable to the increase in the average number and the average
gross revenues of units managed.

POST ASSET MANAGEMENT

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------------
1996 1995 % CHANGE
------ ------ ---------
<S> <C> <C> <C>
Property management and other revenue . . . . . . . . . . . . . . . . . . $ 81 $ 127 (36.2)%
Property management expense . . . . . . . . . . . . . . . . . . . . . . . 82 100 (18.0)%
General and administrative expense . . . . . . . . . . . . . . . . . . . 14 20 (30.0)%
---- -----
(Expense)\revenue in excess of specified revenue\expense . . . . . . . . $(15) $ 7 (314.3)%
==== =====
Average apartment units in service . . . . . . . . . . . . . . . . . . . 866 1,256 (31.1)%
==== =====
</TABLE>

Property management revenues and the related expenses decreased for the three
months ended March 31, 1996, compared to the same period in 1995 primarily due
to the reduction in the average number of apartment units managed. This
reduction was primarily due to two management contracts which were cancelled
effective January 1996.

THIRD PARTY LANDSCAPE SERVICES

The Company provides landscape maintenance, design and installation services to
non-related parties through a subsidiary, Post Landscape Services, Inc. ("Post
Landscape Services").

-12-
<PAGE> 14

The operating performance of Post Landscape Services for the three months ended
March 31, 1996 and 1995 are summarized as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------------

1996 1995 % CHANGE
------ ------ ---------
<S> <C> <C> <C>
Landscape services and other revenue . . . . . . . . . . . . . . . . . . $912 $814 12.0%
Landscape services expense . . . . . . . . . . . . . . . . . . . . . . . 667 592 12.7%
General and administrative expense . . . . . . . . . . . . . . . . . . . 101 96 5.2%
---- ----
Revenue in excess of specified expense . . . . . . . . . . . . . . . . . $144 $126 14.3%
==== ====
</TABLE>

The increase in landscape services revenue, landscape service expense and
general and administrative expense for the three months ended March 31, 1996,
compared to the same period in 1995, is primarily due to increases in landscape
contracts.

OTHER INCOME AND EXPENSES

General and administrative expense increased for the three months ended March
31, 1996, compared to the same period in the prior year, primarily as a result
of increased travel expenses and personnel costs.

The extraordinary item of $155 for the three months ended March 31, 1995
resulted from the costs associated with the early retirement of debt.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

The Company recorded net income of $37,297 for the year ended December 31, 1995
primarily as a result of increased rental rates for fully stabilized
communities and an increase in units placed in service. This is compared to
net income of $24,730 for the year ended December 31, 1994 and a net loss of
($9,061) for the year ended December 31, 1993. The increase in net income in
1994 was primarily due to lower interest expense as a result of the repayment
or economic defeasance of debt with contributions from PPI resulting from
proceeds of the Initial Offering and the Second Offering.

COMMUNITY OPERATIONS

At December 31, 1995, the Company's portfolio of apartment communities
consisted of thirty-four communities and the first phase of two additional
communities which were completed and stabilized for all of the current and
prior year, three communities which achieved full stabilization during the
prior year, three communities and the second phase of an existing community
which reached stabilization during the current year and eight communities and a
second phase of an existing community in the development or lease-up stage. In
addition, during the third quarter of 1995, the Company sold three of its
communities which it had previously developed and operated.

-13-
<PAGE> 15

ALL OPERATING COMMUNITIES

The operating performance for all of the Company's apartment communities
combined for the years ended December 31, 1995, 1994 and 1993 is summarized as
follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------- ---------------------------------
% %
1995 1994 CHANGE 1994 1993 CHANGE
-------- -------- -------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Rental and other revenue:
Fully stabilized communities (1) . . . . . $112,048 $106,421 5.3 % $106,421 $ 99,853 6.6 %
Communities stabilized less than
two years (2) . . . . . . . . . . . . . 8,417 5,364 56.9 % 5,364 1,015 428.5 %
Development and lease-up communities (3) . 10,852 133 N/A 133 - -
Sold communities (4) . . . . . . . . . . . 2,926 3,998 (26.8)% 3,998 3,854 3.7 %

Other revenue(5) . . . . . . . . . . . . . 2,458 2,074 18.5 % 2,074 2,170 (4.4)%
-------- -------- -------- --------
136,701 117,990 15.9 % 117,990 106,892 10.4 %
-------- -------- -------- --------
Property operating and maintenance expense
(exclusive of depreciation and
amortization):
Fully stabilized communities . . . . . . . 38,460 36,699 4.8 % 36,699 35,724 2.7 %
Communities stabilized less than two years 2,306 1,780 29.6 % 1,780 544 227.2 %
Development and lease-up communities . . . 4,450 515 N/A 515 - -
Sold communities . . . . . . . . . . . . . 1,279 1,722 (25.7)% 1,722 1,788 (3.7)%
Other expenses(6) . . . . . . . . . . . . . 3,417 2,660 28.5 % 2,660 3,153 (15.6)%
-------- -------- -------- --------
49,912 43,376 15.1 % 43,376 41,209 5.3 %
-------- -------- -------- --------
Revenue in excess of specified expense . . . $ 86,789 $ 74,614 16.3 % $ 74,614 $ 65,683 13.6 %
======== ======== ======== ========
Recurring capital expenditures:(7)
Carpet . . . . . . . . . . . . . . . . . . $ 897 $ 729 23.0 % $ 729 $ 742 (1.8)%

Other . . . . . . . . . . . . . . . . . . . 803 1,087 (26.1)% 1,087 979 11.0 %
-------- -------- -------- --------
Total . . . . . . . . . . . . . . . . . . $ 1,700 $ 1,816 6.4 % $ 1,816 $ 1,721 5.5 %
======== ======== ======== ========
Average apartment units in service . . . . . 15,519 14,619 6.2 % 14,619 14,179 3.1 %
======== ======== ======== ========
</TABLE>

(1) Communities which reached stabilization prior to January 1, 1994.
(2) Communities which reached stabilization during the year ended December 31,
1994.
(3) Communities in the "construction", "development" or "lease-up" stage during
1995 and, therefore, not considered fully stabilized for all of the periods
presented.
(4) Communities which were sold on September 13, 1995.
(5) Other revenue includes revenue on furnished apartment rentals above the
unfurnished rental rates and any revenue not directly related to property
operations.
(6) Other expenses includes certain indirect central office operating expenses
related to management, grounds maintenance, and costs associated with
furnished apartment rentals.
(7) In addition to those expenses which relate to property operations, the
Company incurs recurring and non-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.

Rental and other revenue increased for 1995 and 1994 primarily as a result of
increased rates for fully stabilized communities and an increase in units
placed in service. Rental and other revenue from communities stabilized since
January 1, 1994, increased $5,627 from 1994 to 1995 primarily as a result of
higher rental rates. Rental and other revenue from all other communities
increased by $12,700 from 1994 to 1995 primarily due to additional units placed
in service. On September 13,

-14-
<PAGE> 16

1995, the Company sold three communities, all of which had been previously
included in the fully stabilized community group and are now shown separately.

Property operating and maintenance expenses (exclusive of depreciation and
amortization) increased from 1993 to 1994 and 1994 to 1995 primarily due to the
increase in the units placed in service.

FULLY STABILIZED COMMUNITIES

The Company defines fully stabilized communities as those which have reached
stabilization prior to the beginning of the previous calendar year.

The operating performance of the 34 communities and the first phase of two
additional communities containing an aggregate of 13,428 units which were fully
stabilized as of January 1, 1994, are summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------- ---------------------------------
% %
1995 1994 CHANGE 1994 1993 CHANGE
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Rental and other revenue . . . . . . . . . . $112,048 $106,421 5.3% $106,421 $ 99,853 6.6%
Property operating and maintenance expense
(exclusive of depreciation and
amortization)(1) . . . . . . . . . . . . . 38,460 36,699 4.8% 36,699 35,724 2.7%
-------- -------- -------- --------
Revenue in excess of specified expense . . . $ 73,588 $ 69,722 5.5% $ 69,722 $ 64,129 8.7%
======== ======== ======== ========
Average economic occupancy (2) . . . . . . . 96.0% 96.5% 96.5% 94.6%
======== ======== ======== ========
Average monthly rental rate per apartment
unit(3) . . . . . . . . . . . . . . . . . . $ 710 $ 668 6.3% $ 668 $ 628 6.4%
======== ======== ======== ========
Apartment units in service . . . . . . . . . 13,428 13,428 - 13,428 13,428 -
======== ======== ======== ========
</TABLE>

(1) In addition to those expenses which relate to property operations, the
Company incurs recurring and non-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. For the year ended December 31, 1995 and 1994,
recurring expenditures were $1,601 and $1,470, or $119 and $109 on a per
unit basis, respectively.

(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. The calculation of average
economic occupancy does not include a deduction for concessions and
employee discounts. (Average economic occupancy, taking account of these
amounts would have been 95.5%, 96.1% and 93.8% for the year ended December
31, 1995, 1994 and 1993, respectively.) For the year ended December 31,
1995, concessions were $296 and employee discounts were $213.

(3) 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.

Rental and other revenue increased from 1994 to 1995 due to higher rental rates
with occupancy slightly declining. Property operating and maintenance expenses
(exclusive of depreciation and amortization) increased $1,761, or 4.8%. Ad
valorem real estate taxes increased from $9,376 in 1994 to $10,340 in 1995, an
increase of 10.3%. This increase alone accounted for 55% of the overall
operating expense increase. The remaining increase was primarily due to modest
increases in utilities, advertising and promotion and building repairs and
maintenance offset by a modest decrease in landscaping and grounds and
maintenance expense.

Rental and other revenue increased from 1993 to 1994 as a result of increased
rental rates and occupancy. The modest increase in property and maintenance
expense from 1993 to 1994 was primarily due to increases in real estate taxes,
insurance and personnel costs which were partially offset by reductions in
advertising and promotion expense due to lower

-15-
<PAGE> 17

vacancies. In addition, utilities expense remained relatively flat despite
rising rates due to the effect of installation of cost saving devices and
implemented cost controls. Building repairs and maintenance increased from
1993 to 1994 due to various cost reduction programs implemented at the
communities and cost savings achieved as grounds matured during the period.

LEASE-UP DEFICITS

In this presentation, only those communities which were dilutive during each
period are included in that period and, accordingly, different communities may
be included in different periods.

For each quarter of the year ended December 31, 1995, the "lease-up deficit"
charged to and included in results of operations are summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-------------------------------------------------
QTR 1 QTR 2 QTR 3 QTR 4
----- ----- ----- -----
<S> <C> <C> <C> <C>
Rental and other revenue . . . . . . . . . . . . . . . . . . . $ 282 $ 591 $1,591 $ 863
Property operating and maintenance expense (exclusive of
depreciation and amortization) . . . . . . . . . . . . . . . 450 631 840 501
----- ----- ------ -----
Revenue in excess of specified expense . . . . . . . . . . . . (168) (40) 751 362

Interest expense . . . . . . . . . . . . . . . . . . . . . . . 175 347 1,002 548
----- ----- ------ -----
Lease-up deficit . . . . . . . . . . . . . . . . . . . . . . . $(343) $(387) $ (251) $(186)
===== ===== ====== =====
</TABLE>

THIRD PARTY MANAGEMENT SERVICES

The Company provides asset management, leasing and other consulting services to
non-related owners of apartment communities through two of its subsidiaries,
RAM and Post Asset Management.

The operating performance of RAM and Post Asset Management for the years ended
December 31, 1995, 1994 and 1993 are summarized as follows:

-16-
<PAGE> 18

RAM PARTNERS, INC.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------- --------------------------------
% %
1995 1994 CHANGE 1994 1993 CHANGE
------ ------- -------- ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Property management and other revenue . . . . . $2,331 $2,184 6.7 % $2,184 $2,318 (5.8)%
Property management expense . . . . . . . . . . 1,213 1,278 (5.1)% 1,278 1,388 (7.9)%
General and administrative expense . . . . . . 467 433 7.9 % 433 492 (12.0)%
------ ------ ------ ------
Revenue in excess of specified expense . . . . $ 651 $ 473 37.6 % $ 473 $ 438 8.0 %
====== ====== ====== ======
Average apartment units in service . . . . . . 8,798 8,488 3.7 % 8,488 9,488 (10.5)%
====== ====== ====== ======
</TABLE>

The change in property management revenues and expenses from 1994 to 1995 and
1993 to 1994 is primarily attributable to the change in the average number and
the average gross revenues of units managed.

Post Asset Management

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------- --------------------------------
% %
1995 1994 CHANGE 1994 1993 CHANGE
------ ------- -------- ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Property management and other revenue . . . . $ 550 $ 578 (4.8)% $ 578 $1,001 (42.3)%
Property management expense . . . . . . . . . 392 408 (3.9)% 408 431 (5.3)%
General and administrative expense . . . . . 94 110 (14.5)% 110 142 (22.5)%
------ ------ ------ ------
Revenue in excess of specified expense . . . $ 64 $ 60 6.7 % $ 60 $ 428 (86.0)%
====== ====== ====== ======
Average apartment units in service . . . . . 1,061 1,498 (29.2)% 1,498 2,145 (30.2)%
====== ====== ====== ======
</TABLE>

The decreases in property management revenues and the related expenses for 1995
to 1994 were primarily due to the reduction in the average number of apartment
units managed during the periods. These reductions were primarily due to
cancellation of three management contracts during 1993 and one during 1994 for
communities developed by the Company and sold to third-party owners prior to
the Initial Offering. Two additional contracts were cancelled effective in
January 1996. The Company expects income from Post Asset Management to
continue to decline as contracts are cancelled and not replaced.

THIRD PARTY LANDSCAPE SERVICES

The Company provides landscape maintenance, design and installation services to
non-related parties through a subsidiary, Post Landscape.

-17-
<PAGE> 19

The operating performance of Post Landscape for the years ended December 31,
1995, 1994 and 1993 are summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------------- -------------------------------
% %
1995 1994 CHANGE 1994 1993 CHANGE
------ ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Landscape services revenue . . . . . . . . . $4,647 $3,799 22.3% $3,799 $3,829 (0.8)%
Other revenue . . . . . . . . . . . . . . . . 15 9 66.7% 9 0 -
Landscape services expense . . . . . . . . . 3,255 2,685 21.2% 2,685 2,703 (0.7)%
General and administrative expense . . . . . 695 413 68.3% 413 448 (7.8)%
------ ------ ------ ------
Revenue in excess of specified expense . . . $ 712 $ 710 0.3% $ 710 $ 678 4.7 %
====== ====== ====== ======
</TABLE>

The change in landscape services revenue, landscape services expense and
general and administrative expense from 1994 to 1995 is primarily due to an
increase in landscape contracts. Revenues and expenses for 1993 and 1994
remained consistent.

OTHER INCOME AND EXPENSES

Depreciation and amortization expense increased from 1993 to 1994 and from 1994
to 1995 primarily due to the completion of new communities.

Interest expense increased from 1994 to 1995 due to additional outstanding
borrowings until the time of the Third Offering. The decrease from 1993 to
1994 is primarily due to the repayment or economic defeasance of debt with
contributions made by PPI from proceeds of the Initial Offering and Second
Offering.

Amortization of deferred loan costs, interest rate protection agreement and
swap gain increased from 1993 to 1994 due to lower amortization of swap gain
from the extinguishment of debt with contributions made by PPI from proceeds of
the Initial Offering and Second Offering.

General and administrative expense remained relatively consistent from 1994 to
1995. The increase from 1993 to 1994 is due to increased costs associated with
operating PPI as a public company, write-off of costs ($282) relating to
abandoned development projects and additional incentive based executive
compensation.

Formation Transaction expense was incurred during the year ended December 31,
1993 relating to legal, accounting and other costs arising in connection with
the business combination completed at the time of the Initial Offering.

Gain on sale of real estate assets during 1995 and 1994 resulted from the sale
of three communities and a parcel of land, respectively.

The extraordinary item of $870, $3,293 and $7,855 for the years ended December
31, 1995, 1994 and 1993 net of minority interest portion, resulted from the
costs associated with the early retirement of debt.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Company's net cash provided by operating activities increased from $2,412
in 1993 to $43,819 in 1994, principally due to decreased interest expense
($18,063) resulting from retirements of debt with contributions from PPI of
proceeds from the Initial and Second Offerings, increased property revenue in
excess of specified expenses ($8,931) and 1993 non-recurring payments for debt
prepayment penalties ($13,803) and REIT formation expenses ($2,783), and
increased from $43,819 in 1994 to $57,366 in 1995, principally due to increased
property operating income, and decreased from $21,117 in the three months ended
March 31, 1995 to $20,388 in the three months ended March 31, 1996, principally
due to changes in the Company's working capital. Net cash used in investing
activities increased from $51,152 in 1993 to $99,364 in 1994, principally due
to the increase in spending on new community development, and increased from
$99,364 in 1994 to $114,531 in 1995, principally due to a $27,740 increase in
spending on new community development and acquisition activity offset by an
increase in net proceeds of $15,152 from the

-18-
<PAGE> 20

sale of real estate assets. Net cash used in investing activities decreased
from $26,849 in the three months ended March 31, 1995, to $21,512 in the three
months ended March 31, 1996, principally due to the decrease in construction
activities relating to new development. The Company's net cash provided by
(used in) financing activities decreased from $49,647 in 1993 to $46,496 in
1994, principally due to the effects of contributions from PPI of proceeds from
the Initial and Second Offering and the payment of dividends in 1994, and
increased from $46,496 in 1994 to $60,881 in 1995, primarily due to the
effects of contributions from PPI of proceeds from the Third Offering and
dividend reinvestment program and the Company's additional borrowings and
distributions, and decreased from $2.050 in the three months ended March 31,
1995 to $(6,501) in the three months ended March 31, 1996 due to a decrease in
borrowing activity to fund development and an increase in distributions paid
for the three months ended March 31, 1996.

PPI has elected to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended, commencing with its taxable year
ended December 31, 1993. REITs are subject to a number of organizational and
operational requirements, including a requirement that they currently
distribute 95% of their ordinary taxable income. The Company makes
distributions to enable PPI to satisfy this requirement. As a REIT, PPI
generally will not be subject to Federal income tax on net income.

The Company is a partnership and, as a result, all income or loss of the
Company is allocated to partners for inclusion in their respective income tax
returns. Certain of the Company's subsidiaries are subject to Federal income
tax on net income.

At March 31, 1996, the Company had total indebtedness of $354,431 and cash and
cash equivalents of $1,383. The Company's indebtedness included conventional
mortgages payable secured by individual communities of $33,393, tax-exempt
bond indebtedness of $149,038, senior unsecured notes of $100,000, and
borrowings under an unsecured line of credit of approximately $72,000.

The Company expects to meet its short-term liquidity requirements generally
through its net cash provided by operations and borrowings under credit
arrangements and expects to meet certain of its long-term liquidity
requirements, such as scheduled debt maturities, repayment of financing of
construction and development activities and possible property acquisitions,
through long-term secured and unsecured borrowings, possible sale of properties
and the issuance of debt securities or additional equity securities of PPI, or,
possibly in connection with acquisitions of land or improved properties, Units
of the Company. The Company believes that its net cash provided by operations
will be adequate and anticipates that it will continue to be adequate to meet
both operating requirements and payment of distributions by the Company in
accordance with REIT requirements, of which PPI is subject to, in both the
short and the long term. The budgeted expenditures for improvements and
renovations to certain of the communities are expected to be funded from
property operations.

Line of Credit

On February 1, 1995, the Company closed a 39-month unsecured revolving line of
credit (the "Revolver") in the amount of $180,000 with a bank syndicate to
provide funding for future construction, acquisitions and general business
obligations. Borrowings under the Revolver initially bore interest at LIBOR
plus 1.50% or prime minus .25%. On March 1, 1996 the Revolver was amended to
reduce the interest rate to LIBOR plus 0.95% or prime minus .25% and to extend
the maturity to May 1, 1999. The amendment also provides for the rate to be
adjusted up or down based on changes in the Company's rating on senior
unsecured debt. On June 4, 1996, the Company received an upgrade in
its senior unsecured corporate credit rating which further reduced the
interest rate on the Revolver to LIBOR + 0.80%. The credit agreement for the
Revolver contains customary representations, covenants and events of default,
including covenants which restrict the ability of the Company to make
distributions, in excess of stated amounts. In general, during any fiscal year
the Company may only distribute up to 100% of the Company's consolidated income
available for distribution (as defined in the credit agreement) exclusive of
distributions of up to $30,000 of capital gains for such year. The credit
agreement contains exceptions to these limitations to allow the Company to make
distributions necessary to allow PPI to maintain its status as a REIT. The
Company does not anticipate that this covenant will adversely affect its
ability to make required distributions. At March 31, 1996 the Company had
$108,000 available under the Revolver to fund future development and general
corporate obligations.

In addition, the Company has a $3,000 facility to provide letters of credit for
general business purposes.

-19-
<PAGE> 21

Northwestern Mutual Unsecured Loans
On June 7, 1995, the Company privately placed $50,000 of unsecured senior notes
with The Northwestern Mutual Life Insurance Company (the "NML Notes"). The NML
Notes were in two tranches: the first, aggregating $30,000, carries an interest
rate of 8.21% per annum (1.25% over the corresponding treasury rate on the date
such rate was set) and matures on June 7, 2000; and the second, aggregating
$20,000 carries an interest rate of 8.37% per annum (1.35% over the
corresponding treasury rate on the date such rate was set) and matures on June
7, 2002. Proceeds from the issuance of the NML Notes were used to reduce
secured indebtedness and to pay down the Revolver. The note agreements
pursuant to which the NML Notes were purchased contain representations,
covenants and events of default similar to those contained in the note
agreement for the Revolver.

Wachovia Unsecured Loans
On September 29, 1995, the Company privately placed $50,000 of unsecured senior
notes with Wachovia Bank of Georgia, N.A. (the "Wachovia Notes"). The Wachovia
Notes were in two tranches: the first tranche, aggregating $25,000, will
mature on September 29, 1999; the second tranche, aggregating $25,000, will
mature on September 29, 2001. Both tranches bear interest at 7.15% per annum
(1.10% over the corresponding treasury rate on the date such rate was set).
Proceeds from the issuance of the Wachovia Notes were used to reduce
indebtedness outstanding on the Revolver. The credit agreement for the notes
contain representations, covenants and events of default similar to those
contained in the note agreement for the Revolver.

Tax Exempt Bonds
On June 29, 1995, the Company replaced the bank letters of credit providing
credit enhancement for twelve of its outstanding tax-exempt bonds and three of
its economically defeased tax-exempt bonds. Under an agreement with the Federal
National Mortgage Association ("FNMA"), FNMA now provides, directly or
indirectly through other bank letters of credit, credit enhancement with
respect to such bonds. Under the terms of such agreement, FNMA has provided
replacement credit enhancement through 2025 for four bond issues, aggregating
$39,795, which were concurrently reissued, and has agreed, subject to certain
conditions, to provide credit enhancement through June 1, 2025 for up to an
additional $114,733 ($9,354 of which was defeased as of March 31, 1996) with
respect to eleven other bond issues which mature and may be refunded in 1996
through 1998. Under this agreement, on January 1, 1996, the Post Mill bonds
were refunded in the amount of $12,880 ($3,864 of which had previously been
defeased) with an issue enhanced by FNMA and maturing on June 1, 2025. In
addition, on April 3, 1996, the Post Canyon bonds were refunded in the amount
of $16,845 with an issue enhanced by FNMA and maturing on June 1, 2025. The
agreement with FNMA contains representations, covenants, and events of default
customary to such secured loans.

Offering
On October 20, 1995, PPI completed a public offering of 3,175,000 shares of its
Common Stock and a concurrent offering of 220,000 shares of its Common Stock
to certain executive officers. In connection with the public offering, PPI
granted the underwriters an option to purchase additional shares to cover
over-allotments. On November 8, 1995, the underwriters exercised their
over-allotment option and PPI issued an additional 315,500 shares of its Common
Stock, bringing the total shares issued in this offering to 3,710,500. The net
proceeds from the Third Offering of $105,278 were contributed to the Company
and were used to repay certain secured indebtedness and to pay down the
Revolver.

Dividend Reinvestment Plan
The Dividend Reinvestment Plan ("DRIP") is available to all shareholders of
PPI. Under the DRIP, shareholders may elect for their dividends to be used to
acquire additional shares of PPI's Common Stock directly from PPI, for 95% of
the market price on the date of purchase.

-20-
<PAGE> 22

Schedule of Indebtedness

The following table reflects the Company's indebtedness at March 31, 1996.

<TABLE>
<CAPTION>
Maturity Principal
Community Location Interest Rate Date(1) Balance
- ---------------------------------------- ---------- --------------------------------------------------- ----------
<S> <C> <C> <C> <C>
TAX EXEMPT FIXED RATE (SECURED)
Post Canyon . . . . . . . . . . . . . . Atlanta, GA 7.4% + .575% (2)(3) 07/01/96(4) $ 16,845
Post Corners . . . . . . . . . . . . . Atlanta, GA 7.4% + .575% (2)(3) 08/01/96(4) 14,760
Post Bridge . . . . . . . . . . . . . . Atlanta, GA 7.5% + .575% (2)(3) 01/01/97(4) 9,960
Post Village (Atlanta) Gardens . . . . Atlanta, GA 7.5% + .575% (2)(3) 01/01/97(4) 14,500
Post Chase . . . . . . . . . . . . . . Atlanta, GA 7.5% + .575% (2)(3) 07/01/97(4) 12,000
Post Walk . . . . . . . . . . . . . . . Atlanta, GA 7.5% + .575% (2)(3) 07/01/97(4) 15,000
Post Court . . . . . . . . . . . . . . Atlanta, GA 7.5% + .575% (2)(3) 06/01/98(4) 13,298
--------
96,363
--------
CONVENTIONAL FIXED RATE (SECURED)
Post Village (Atlanta) Arbors . . . . . Atlanta, GA 8.16% 02/10/97 7,706
Post Summit . . . . . . . . . . . . . . Atlanta, GA 7.72% 02/01/98 5,362
Post River . . . . . . . . . . . . . . Atlanta, GA 7.72% 03/01/98 5,925
--------
18,993
--------
TAX EXEMPT FLOATING RATE (SECURED)
Post Ashford Series 1995 . . . . . . . Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 9,895
Post Valley Series 1995 . . . . . . . . Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 18,600
Post Brook Series 1995 . . . . . . . . Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 4,300
Post Village (Atlanta) Hills . . . . .
Series 1995 . . . . . . . . . . . . . Atlanta, GA "AAA" NON-AMT + .575% (2)(3) 06/01/2025 7,000
Post Mill . . . . . . . . . . . . . . . Atlanta, GA "AAA" NON-AMT + .575%(2)(3) 06/01/2025 12,880
--------
52,675
--------
CONVENTIONAL FLOATING RATE (SECURED)
Post Renaissance (Phase I and II) . . . Atlanta, GA LIBOR + .85% 07/01/98 14,400
--------
14,400
--------
SENIOR NOTES (UNSECURED)
Wachovia Bank of Georgia . . . . . . . N/A 7.15% 09/29/99 25,000
Northwestern Mutual Life . . . . . . . N/A 8.21% 06/07/2000 30,000
Wachovia Bank of Georgia . . . . . . . N/A 7.15% 09/29/2001 25,000
Northwestern Mutual Life . . . . . . . N/A 8.37% 06/07/2002 20,000
--------
100,000
--------
LINE OF CREDIT (UNSECURED)
Revolver . . . . . . . . . . . . . . . N/A LIBOR + .95% or prime minus .25%(5) 05/01/99 72,000
--------
72,000
--------
TOTAL . . . . . . . . . . . . . . . . . $354,431
========
</TABLE>

________________________

(1) All of the mortgages can be prepaid at any time, subject to certain
prepayment penalties. All dates listed are final maturity dates
assuming the exercise of any available extension option by the
Operating Partnership.
(2) Bond financed (interest rate on bonds + credit enhancement fees).
(3) These bonds are also secured by Post Fountains at Lee Vista, Post Lake
(Orlando) and the Fountains and Meadows of Post Village for which the
Operating Partnership has economically defeased their respective bond
indebtedness.
(4) Subject to certain conditions at re-issuance, the credit enhancement
runs to June 1, 2025.
(5) On June 4, 1996, the Company received an upgrade in its senior
unsecured corporate credit rating, which further reduced the interest
rate on the Revolver to LIBOR + 0.80%.

-21-
<PAGE> 23

Refundable Tax Exempt Bonds

The Company has previously issued tax-exempt bonds, secured by certain
communities, totaling $235,880, of which $86,842 has been economically defeased
at March 31, 1996, leaving $149,038 of principal amount of tax-exempt bonds
outstanding at March 31, 1996. As of March 31, 1996, $52,675 of the bonds
outstanding have been reissued with a maturity of June 1, 2025. The remaining
outstanding bonds, together with the economically defeased bonds, mature and
may be reissued, during the years 1996 through 1998. The Company has chosen
economic defeasance of the bond obligations rather than a legal defeasance in
order to preserve the legal right to refund such obligations on a tax-exempt
basis at the stated maturity if the Company then determines that such refunding
is beneficial to the Company.

The following table shows the amount of bonds (both defeased and outstanding)
at March 31, 1996, which the Company may reissue during the years 1996 through
2025:

<TABLE>
<CAPTION>
DEFEASED OUTSTANDING TOTAL REISSUE
PORTION PORTION CAPACITY
---------- ----------- -------------
<S> <C> <C> <C>
1996 $ -- $ 31,605 $ 31,605

1997 5,490 51,460 56,950

1998 81,352 13,298 94,650

Thereafter - 52,675 52,675
------- -------- --------
$86,842 $149,038 $235,880
======= ======== ========
</TABLE>

Other Activities
As of September 1, 1995, the Company acquired the 49.99% interest in Post Woods
that was held by a third party. The third party exercised its right to require
the Company to purchase its interest, and the Company purchased the interest
for $10,149 in cash and the assumption of the third party's share of
partnership liabilities.

On September 13, 1995, the Company sold three communities located in Florida
for an aggregate purchase price of approximately $22,645. The sale of these
communities in Daytona, Boynton Beach and Merritt Island, Florida, is
consistent with the Company's strategy of selling communities that no longer
meet the Company's existing ownership criteria. The communities will not be
managed by the Company and hence, will no longer be operated under the Post(R)
name.

On May 7, 1996, the Operating Partnership reacquired three contiguous Atlanta
apartment communities containing a total of 810 units which the Operating
Partnership developed in the early 1980's and managed under the Post(R) brand
name through mid-1993. The Operating Partnership's capital investment,
including expenditures to add perimeter fencing and steel entry gates and
construction of a new centralized leasing office, will be approximately
$48 million. The community was previously operated as Dunwoody Crossing and,
following the Operating Partnership's purchase, will be operated as Post Creek.

In April 1996, the Operating Partnership listed two communities in Florida,
containing a total of 596 units, for sale.

Capitalization of Fixed Assets and Community Improvements
The Company has established a policy of capitalizing those 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
expenditures necessary to maintain a community in ordinary operating condition
are expensed as incurred. During the first five years of a community (which
corresponds to the estimated depreciable life), carpet replacements are
expensed as incurred. Thereafter, carpet replacements are capitalized.

Acquisition of assets and community improvement expenditures for the three
months ended March 31, 1996 and 1995 are summarized as follows:

-22-
<PAGE> 24

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
----------------------
1996 1995
------ ------
<S> <C> <C>
New community development and acquisition activity . . . . . . . . . . . . . . . . . . . $20,706 $26,126
Non-recurring capital expenditures:
Vehicle access control gates . . . . . . . . . . . . . . . . . . . . . . . . . . . - 69
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136 -
Recurring capital expenditures:
Carpet replacements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 192
Community additions and improvements . . . . . . . . . . . . . . . . . . . . . . . 292 170
Corporate additions and improvements . . . . . . . . . . . . . . . . . . . . . . . 204 292
------- -------
$21,512 $26,849
======= =======
</TABLE>

Inflation
Substantially all of the leases at the Communities allow, at the time of
renewal, for adjustments in the rent payable thereunder, and thus may enable
the Company to seek increases in rents. The substantial majority of these
leases are for one year or less and the remaining leases are for up to two
years. At the expiration of a lease term, the Company's lease agreements
provide that the term will be extended unless either the Company or the lessee
gives at least sixty (60) days written notice of termination; in addition, the
Company's policy permits the earlier termination of a lease by a lessee upon
thirty (30) days written notice to the Company and the payment of one month's
additional rent as compensation for early termination. The short-term nature
of these leases generally serves to reduce the risk to the Company of the
adverse effect of inflation.

FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION

Historical Funds from Operations.
The Company considers FFO an appropriate measure of performance of an equity
REIT. Funds from operations is defined to mean net income (loss) determined in
accordance with GAAP, excluding gains or losses from debt restructuring and
sales of property, plus depreciation of real estate assets, and after
adjustment for unconsolidated partnerships and joint ventures. Funds from
operations should not be considered as an alternative to net income (determined
in accordance with GAAP) as an indicator of the Company's financial performance
or to cash flow from operating activities (determined in accordance with GAAP)
as a measure of the Company's liquidity, nor is it necessarily indicative of
sufficient cash flow to fund all of the Company's needs. Cash available for
distribution is defined as FFO less capital expenditures funded by operations
and loan amortization payments. The Company believes that in order to
facilitate a clear understanding of the consolidated historical operating
results of the Company, funds from operations and cash available for
distribution should be examined in conjunction with net income as presented in
the consolidated financial statements and data included elsewhere in this Form
10.

Funds from operations and cash available for distribution for the three months
ended March 31, 1996 and 1995 presented on a historical basis are summarized in
the following table:

-23-
<PAGE> 25

Calculation of Funds from Operations and Cash Available for Distribution

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
1996 1995
----------- ----------
<S> <C> <C>
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,432 $ 7,810
Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 155
---------- ----------
Adjusted net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,432 7,965
Depreciation and amortization (real estate assets) . . . . . . . . . . . . 4,965 5,087
---------- ----------
Funds from Operations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,397 13,052
Recurring capital expenditures (2) . . . . . . . . . . . . . . . . . . . . (466) (362)
Non-recurring capital expenditures (3) . . . . . . . . . . . . . . . . . . (136) (69)
Loan amortization payments . . . . . . . . . . . . . . . . . . . . . . . . (52) (48)
---------- ----------
Cash Available for Distribution . . . . . . . . . . . . . . . . . . . . . . . . $ 16,743 $ 12,573
========== ==========
Cash Flow Provided From (Used In):
Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,388 $ 21,117
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,512) (26,849)
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,501) 2,050
Weighted average Units outstanding . . . . . . . . . . . . . . . . . . . . . . 26,785,951 22,535,331
========== ==========
</TABLE>

- -------------------

(1) In March 1995, the National Association of Real Estate Investment
Trust ("NAREIT") modified the definition of FFO, among other things,
to eliminate amortization of deferred financing costs and depreciation
of non-real estate assets as items added back to net income when
computing FFO. The modified definition of FFO became effective as of
January 1, 1996. Under the previous definition, FFO for the three
months ended March 31, 1996 and 1995 would have been $18,002 and
$13,641, respectively. Since all companies do not calculate FFO in
accordance ith NAREIT's modified definition, the Company's FFO is only
comparable to those companies using NAREIT's modified definition.
(2) Recurring capital expenditures consisted primarily of $172 and $192 of
carpet replacement, $292 and $170 of other additions and improvements
to existing communities for the three months ended March 31, 1996 and
1995, respectively. Since the Company does not add back the
depreciation of non-real estate assets in its calculation of FFO,
capital expenditures of $204 and $292 are excluded from the
calculation of Cash Available for Distriubtion for the three months
ended March 31, 1996 and 1995, respectively.
(3) Non-recurring capital expenditures consisted of community additions
and improvements of $136 and the addition of vehicle access control
gates to communities of $69 for the three months ended March 31, 1996
and 1995, respectively.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Portions of this Form 10 include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
achieved.

NEW ACCOUNTING PRONOUNCEMENTS
For information on new accounting pronouncements, see Note 1 of Notes to
Consolidated Financial Statements.

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<PAGE> 26

ITEM 3. PROPERTIES

The information under the heading "Item 2. Properties" on pages 7 through 9 of
the General Partner's Annual Report on Form 10-K for the year ended December
31, 1995 is hereby incorporated by reference.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of Units as of June 1,
1996 for (i) the Chief Executive Officer and each of the four other most highly
compensated executive officers of PPI (collectively the "Named Executive
Officers"), (ii) directors of PPI, (iii) each person who is a Unitholder of the
Company holding more than a 5% interest in the Company, and (iv) the directors
and executive officers of PPI as a group. Unless otherwise indicated in the
footnotes, all of such units are owned directly, and the indicated person or
entity has sole voting and disposition power.

<TABLE>
<CAPTION>
NUMBER
OF UNITS
NAME AND ADDRESS BENEFICIALLY
OF BENEFICIAL OWNER OWNED PERCENT OF CLASS(1)
------------------- --------------- -------------------
<S> <C> <C>
Named Executive Officers:
John A. Williams(2) . . . . . . . . . . . . . . . . . 1,922,134 7.2%
John T. Glover(3) . . . . . . . . . . . . . . . . . . 695,344 2.6
W. Daniel Faulk, Jr.(4) . . . . . . . . . . . . . . . 149,210 *
Jeffrey A. Harris . . . . . . . . . . . . . . . . . . 1,396 *
Richard A. Denny III . . . . . . . . . . . . . . . . 1,396 *
3350 Cumberland Circle, N.W.,
Suite 2200
Atlanta, Georgia 30339

Directors of PPI:
Arthur M. Blank . . . . . . . . . . . . . . . . . . . 0 --
2727 Paces Ferry Road
11th Floor
Atlanta, Georgia 30339

Herschel M. Bloom(5) . . . . . . . . . . . . . . . . 200 *
191 Peachtree Street
Atlanta, Georgia 30303

Virginia C. Crawford(6) . . . . . . . . . . . . . . . 242,449 *
1865 River Forest Road
Atlanta, Georgia 30327

Russell R. French . . . . . . . . . . . . . . . . . . 0 --
9 North Parkway Square
4200 Northside Parkway
Atlanta, Georgia 30327
</TABLE>

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<PAGE> 27

<TABLE>
<S> <C> <C>
William A. Parker, Jr.(7) . . . . . . . . . . . . . . 242,990 *
1900 Garraux Woods Road, N.W.
Atlanta, Georgia 30327

J.C. Shaw . . . . . . . . . . . . . . . . . . . . . . 0 --
721 West Avenue
Cartersville, Georgia 30120

Other 5% Unitholders
Post Properties, Inc. . . . . . . . . . . . . . . . . 21,656,115 80.8
3350 Cumberland Circle, N.W.,
Suite 2200
Atlanta, Georgia 30339

All executive officers and directors of PPI
as a group (23 persons) . . . . . . . . . . . . . 3,130,949 11.7%
</TABLE>

________________________

(1) Based on an aggregate of 26,795,358 Units issued and outstanding as of
March 31, 1996. Units are redeemable, at the option of the holder,
for Common Stock or cash, at the option of the General Partner.
(2) Represents (i) 122,670 Units owned by Mr. Williams, (iii) 1,589,625
Units deemed beneficially owned by Mr. Williams through control of
certain limited partnerships and (iii) 209,839 Units (of which Mr.
Williams has shared voting and disposition power) deemed beneficially
owned by Mr. Williams through his control of a corporation (which
Units are also shown as being beneficially owned by Mr. John T.
Glover). Mr. Williams is a director of the General Partner.
(3) Represents (i) 68,890 Units owned by Mr. Glover, (ii) 405,426 Units
deemed beneficially owned by Mr. Glover through his control of certain
limited partnerships, (iii) 11,189 Units deemed beneficially owned by
Mr. Glover as trustee of a trust for the benefit of Mr. Williams'
family, and (iv) 209,839 Units (of which Mr. Glover has shared voting
and disposition power) deemed beneficially owned by Mr. Glover through
his control of a corporation (which Units are also shown as being
beneficially owned by Mr. John A. Williams). Mr. Glover is a director
of the General Partner.

(4) Represents (i) 149,210 Units owned by Mr. Faulk and (ii) 1,590 Units
owned by Mr. Faulk's children.

(5) Represents 200 Units deemed beneficially owned by Mr. Bloom as trustee
of a trust for the benefit of Bernice Bloom.
(6) Represents (i) 41,436 Units owned by Mrs. Crawford and (ii) 201,013
Units deemed beneficially owned by Mrs. Crawford through her interest
in a limited partnership.
(7) Represents (i) 48,949 Units owned by Mr. Parker, (ii) 94,712 Units
deemed beneficially owned by Mr. Parker as a general partner of a
general partnership, (iii) 48,949 Units owned by Mr. Parker's spouse,
and (iv) 50,380 Units held by a trust for the benefit of Mr. Parker's
spouse.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

The information under the heading "Item X. Executive Officers of the
Registrant" in the General Partner's Form 10-K/A for the year ended
December 31, 1995 is hereby incorporated by reference. These individuals are
executive officers of the General Partner, rather than of the Company itself.
The Company is a limited partnership and has no directors.

ITEM 6. EXECUTIVE COMPENSATION

The information under the heading "Item 11. Executive Compensation" in the
General Partner's Form 10-K/A for the year ended December 31, 1995 is hereby
incorporated by reference. In 1995, the Company did not pay any compensation
to PPI. However, the Company did reimburse PPI in the amount of approximately
$311,000 for (i) a portion of the salaries

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<PAGE> 28

of the Chief Executive Officer and Chief Financial Officer and their
assistants; (ii) taxes; and (iii) fees paid to directors of PPI. The Company
is a limited partnership and has no directors.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the heading "Item 13. Certain Relationships and Related
Transactions" in the General Partner's Form 10-K/A for the year ended December
31, 1995 is hereby incorporated by reference.

ITEM 8. LEGAL PROCEEDINGS

Not applicable.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

There is no established public trading market for the Units. As of March 31,
1996, there were 123 holders of record of Units in the Company.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

On July 22, 1993, the Company issued an aggregate of 13,501,784 Units to the
General Partner in exchange for approximately $248 million in cash. In
addition, on July 22, 1993 the Company issued an aggregate of 5,928,216 Units
to the limited partners in exchange for certain property and assets valued at
an aggregate of approximately $152 million. The issuance of the Units was
effected in reliance on the exemption from registration under Section 4(2) of
the Securities Act.

The Company has issued additional Units to the General Partner in
exchange for the contribution of funds received pursuant to sales of Common
Stock pursuant to the Second Offering, the Third Offering, the Employee Stock
Plan, the Employee Stock Purchase Plan and the Dividend Reinvestment and Stock
Purchase Plan. The issuance of the Units was effected in reliance on the
exemption from registration under Section 4(2) of the Securities Act.

On June 7, 1995, the Company issued $50,000 of unsecured senior notes to The
Northwestern Mutual Life Insurance Company (the "NML Notes"). The NML Notes
were in two tranches: the first, aggregating $30,000,000 carries an interest
rate of 8.21% per annum (1.25% over the corresponding treasury rate on the date
such rate was set) and will mature on June 7, 2000; and the second, aggregating
$20,000,000 carries an interest rate of 8.37% per annum (1.35% over the
corresponding treasury rate on the date such rate was set) and will mature on
June 7, 2002. Proceeds from the issuance of the NML Notes were used to reduce
secured indebtedness and to reduce indebtedness outstanding on the Revolver.
The note agreements pursuant to which the NML Notes were purchased contain
representations, covenants and events of default similar to those contained in
the note agreement for the Revolver. The issuance of the NML Notes was
effected in reliance on the exemption from registration under Section 4(2) of
the Securities Act.

On September 29, 1995, the Company issued $50,000 of unsecured senior notes to
Wachovia Bank of Georgia, N.A. (the "Wachovia Notes"). The Wachovia Notes were
in two tranches: the first, aggregating $25,000,000, will mature on September
29, 1999; and the second, aggregating $25,000,000, will mature on September 29,
2001. Both tranches bear interest at 7.15% per annum (1.10% over the
corresponding treasury rate on the date such rate was set). Proceeds from the
issuance of the Wachovia Notes were used reduce indebtedness outstanding on the
Revolver. The credit agreement for the notes contain representations,
covenants and events of default similar to those contained in the note
agreement for the Revolver. The issuance of the Wachovia Notes was effected in
reliance on the exemption from registration under Section 4(2) of the
Securities Act.

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

All of the General Partner's assets are held by or through, and all of its
operations are conducted by or through, the Company. At March 31, 1996, the
General Partner controlled the Company as the sole general partner and as the
holder of an 80.8% interest in the Company. The other limited partners of the
Company are those persons (including certain officers and

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<PAGE> 29

directors of the General Partner) who, at the time of the Initial Offering,
elected to hold all or a portion of their interest in the General Partner in
the form of Units in the Company rather than receiving shares of Common Stock.
The material terms of the Units, including a summary of certain provisions of
the First Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") are set forth below. The following description of the
terms and provision of the Units and the Partnership Agreement does not purport
to be complete and is subject to and qualified in its entirety by reference to
applicable provisions of Georgia law and the terms of the Partnership
Agreement.

GENERAL

Holders of Units (other than the General Partner in its capacity as general
partner) hold limited partnership interests in the Company, and all holders of
Units (including the General Partner in its capacity as general partner) are
entitled to share in cash distributions from, and in the profits and losses of,
the Company. Each Unit generally receives distributions in the same amount
paid on each share of Common Stock. The Units are not registered pursuant to
Federal or state securities laws, and they are not listed on the New York Stock
Exchange ("NYSE") or any other exchange or quoted on any national market
system; however, the Shares of Common Stock into which they are exchangeable
are reserved for issuance and have been registered under a Registration
Statement filed by the General Partner under the Securities Act. Upon
effectiveness of this Form 10, the Units will be registered under the Exchange
Act which registration will not affect their restricted nature.

The Company was formed as a limited partnership under the Georgia Revised
Uniform Limited Partnership Act ("GRULPA"). Holders of Units have the rights
to which limited partners are entitled under GRULPA. The Units cannot be sold,
assigned, pledged or otherwise disposed of by a holder unless they are
registered under Federal and state securities laws or an exemption from such
registration is available. In addition, the Partnership Agreement imposes
restrictions on the transfer of Units, as described herein.

The General Partner holds, in its capacity as general partner, a number of
Units equal to 1% of all Units outstanding from time to time, and holds the
balance of its Units in its capacity as a limited partner. Accordingly, the
General Partner is a limited partner, and has the rights of a limited partner
(including the voting and consent rights of a limited partner), with respect to
all Units held by the General Partner from time to time in excess of 1% of the
total number of Units outstanding.

PURPOSES, BUSINESS AND MANAGEMENT

The purpose of the Company includes the conduct of any business that may
lawfully be conducted by a limited partnership formed under GRULPA, except that
the Partnership Agreement requires the business of the Company to be conducted
in such a manner that will permit the General Partner to be classified as a
REIT under Section 856 of the Code, unless the General Partner ceases to
qualify as a REIT for reasons other than the conduct of the business of the
Company. The Company may, subject to the foregoing limitation, enter into
partnerships, joint ventures or similar arrangements and may own interests in
any other entity.

The General Partner, as general partner, has the exclusive power and authority
to conduct the business of the Company, subject to the consent of the limited
partners in certain limited circumstances discussed below. No limited partner,
in his or her capacity as such, may take part in the operation, management or
control of the business of the Company.

In particular, the limited partners expressly acknowledge in the Partnership
Agreement that the General Partner is acting on behalf of the Company and the
General Partner's shareholders collectively, and is under no obligation to
consider the tax consequences to individual limited partners when making
decisions for the benefit of the General Partner. The General Partner intends
to make decisions in its capacity as general partner of the Company so as to
maximize the profitability of the General Partner as a whole, independent of
the tax effects on the limited partners. The General Partner and the Company
have no liability to a limited partner as a result of any liabilities or
damages incurred or suffered by or benefits not derived by a limited partner as
a result of an action or inaction of the General Partner so long as the General
Partner acted in good faith.

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<PAGE> 30

ABILITY TO ENGAGE IN OTHER BUSINESSES; CONFLICTS OF INTEREST

The General Partner may not conduct any business other than the business of the
Company. Other persons (including officers, directors, employees, agents and
other affiliates of the General Partner) are not prohibited under the
Partnership Agreement from engaging in other business activities and are not
required to present any business opportunities to the Company. However, the
General Partner, on behalf of the Company, is authorized and expects to enter
into agreements with affiliates of the General Partner regarding options to
purchase certain properties and avoidance of conflicts. See the Section
entitled "Policies with Respect to Certain Activities -- Conflict of Interest
Policies" included herein.

DISTRIBUTIONS; ALLOCATIONS OF INCOME AND LOSS

The Partnership Agreement provides for the distribution of Available Cash, as
determined in the manner provided in the Partnership Agreement, to the general
partner and the limited partners in proportion to their percentage interests in
the Company. "Available Cash" is generally defined as net income plus
depreciation and other adjustments and minus reserves, principal payments on
debt and capital expenditures and other adjustments. In addition, the
Partnership Agreement provides for the allocation to the general partner and
the limited partners of items of Company income and loss.

BORROWING BY THE COMPANY

The general partner is authorized to cause the Company to borrow money and to
issue and guarantee debt as it deems necessary for the conduct of the
activities of the Company. Such debt may be secured by deeds to secure debt,
mortgages, deeds of trust, liens or encumbrances on properties of the Company.
The general partner may also cause the Company to borrow money to enable the
Company to make distributions in an amount sufficient to permit the general
partner, so long as it qualifies as a REIT, to avoid the payment of any federal
income tax.

REIMBURSEMENT OF GENERAL PARTNER; TRANSACTIONS WITH THE GENERAL PARTNER AND ITS
AFFILIATES

The general partner does not receive any compensation for its services as
general partner of the Company. The general partner, however, as a partner in
the Company, has the same right to allocations and distributions as other
partners of the Company. In addition, the Company has agreed to reimburse the
general partner for all expenses it incurs relating to the ongoing operation of
the Company, and any offering of additional Units, other partnership interests
or shares of Common Stock, including expenses in connection with the
registration of shares of Common Stock under the Registration Rights and
Lock-Up Agreement dated as of July 22, 1993 by and among the General Partner
and the holders listed on Schedule A thereto (the "Registration Rights and
Lock-Up Agreement"), and any offering of debt.

Except as expressly permitted by the Partnership Agreement, neither the general
partner nor any of its affiliates will sell, transfer or convey any property
to, or purchase any property from, the Company, directly or indirectly, except
pursuant to transactions that are determined by the general partner in good
faith, in its sole and absolute discretion, to be fair and reasonable.

LIABILITY OF GENERAL PARTNER AND LIMITED PARTNER

The general partner is liable for all general obligations of the Company to the
extent not paid by the Company. The general partner is not liable for the
nonrecourse obligations of the Company.

The limited partners are not required to make additional contributions to the
Company. Assuming that a limited partner acts in conformity with the
provisions of the Partnership Agreement, the liability of the limited partner
for obligations of the Company under the Partnership Agreement and GRULPA is
limited, subject to certain possible exceptions, generally to the loss of the
limited partner's investment in the Company represented by his or her Units.

The Company is qualified to conduct business in Georgia, Florida, North
Carolina, Tennessee and Virginia. Maintenance of limited liability may require
compliance with certain legal requirements of those jurisdictions and certain
other jurisdictions. Limitations on the liability of a limited partner for the
obligations of a limited partnership have not clearly been

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<PAGE> 31

established in many states; accordingly, if it were determined that the right,
or exercise of the right by the limited partners, to make certain amendments to
the Partnership Agreement or to take other action pursuant to the Partnership
Agreement constituted "control" of the Company's business for the purposes of
the statutes of any relevant state, the limited partners might be held
personally liable for the Company's obligations. The Company operates in a
manner the general partner deems reasonable, necessary and appropriate to
preserve the limited liability of the limited partners.

EXCULPATION AND INDEMNIFICATION OF THE GENERAL PARTNER

The Partnership Agreement generally provides that the general partner will
incur no liability to the Company or any limited partner for losses sustained
or liabilities incurred as a result of errors in judgment or of any act or
omission if the general partner acted in good faith. In addition, the general
partner is not responsible for any misconduct or negligence on the part of its
agents provided the general partner appointed such agents in good faith. The
general partner may consult with legal counsel, accountants, appraisers,
management consultants, investment bankers and other consultants and advisors
and any action it takes or omits to take in reliance upon the opinion of such
persons, as to matters which the general partner reasonably believes to be
within their professional or expert competence, shall be conclusively presumed
to have been done or omitted in good faith and in accordance with such opinion.

The Partnership Agreement also provides for indemnification of the general
partner, the directors and officers of the general partner, and such other
persons as the general partner may from time to time designate, against any and
all losses, claims, damages, liabilities, expenses, judgments, fines,
settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings that relate to the operations of the Company in
which such person may be involved, or is threatened to be involved, provided
that the Company shall not indemnify any such person (i) for intentional
misconduct or a knowing violation of the law, or (ii) for any transaction for
which such person received a personal benefit in violation or breach of any
provision of the Partnership Agreement.

SALES OF ASSETS

Under the Partnership Agreement, the general partner generally has the
exclusive authority to determine whether, when and on what terms the assets of
the Company (including the Communities) will be sold. A sale of all or
substantially all of the assets of the Company (or a merger of the Company with
another entity), however, requires an affirmative vote of holders of a majority
of the Units (including Units held by the General Partner). As the holder of a
majority of the Units, the General Partner has the power to control the outcome
of any such sale.

REMOVAL OF THE GENERAL PARTNER; TRANSFER OF GENERAL PARTNER'S INTEREST

The Partnership Agreement provides that the general partner may not be removed
by the limited partners. The general partner may not transfer any of its
interests as general or limited partner except in connection with a merger or
sale of all or substantially all its assets. The general partner may not sell
all or substantially all of its assets, or enter into a merger, unless the sale
or merger includes the sale of all or substantially all of the assets of, or
the merger of, the Company with partners of the Company receiving substantially
the same consideration as holders of shares of Common Stock.

RESTRICTIONS ON TRANSFER OF UNITS BY LIMITED PARTNERS

Subject to certain exceptions, a limited partner may not transfer all or any
portion of his or her Units without (1) obtaining the prior written consent of
the general partner, which consent may be withheld in the sole and absolute
discretion of the general partner, and (2) meeting certain other requirements
set forth in the Partnership Agreement. Units are transferable only upon
consent of the General Partner (as general partner) or in a transfer to (i) a
member of a Partner's Immediate Family (as defined in the Partnership
Agreement) or a trust for the benefit of a member of a Partner's Immediate
Family in a donative transfer that does not involve the receipt of any
consideration or (ii) an organization that qualifies under Section 501(c)(3) of
the Code and that is not a private foundation within the meaning of Section
509(a) of the Code, provided that, in either case, such transferee is an
"accredited investor" within the meaning of Regulation D promulgated under the
Securities Act of 1933. Partners who elect to receive Units should expect to
hold them until they redeem them for cash or shares of Common Stock, or until
the Company terminates. The right of a transferee in a donative transfer to
become a substituted

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<PAGE> 32

limited partner also is subject to the consent of the general partner, which
consent may be withheld in its sole and absolute discretion. If the general
partner does not consent to the admission of a transferee in a donative
transfer, the transferee will succeed to all economic rights and benefits
attributable to such Units (including the right of redemption) but will not
become a limited partner or possess any other rights of limited partners
(including the right to vote on or consent to actions of the Company).

NO WITHDRAWAL BY LIMITED PARTNERS

No limited partner has the right to withdraw from or reduce his capital
contribution to the Company, except as a result of the redemption or transfer
of his Units pursuant to the terms of the Partnership Agreement.

ISSUANCE OF ADDITIONAL LIMITED PARTNERSHIP INTERESTS

The general partner is authorized, without the consent of the limited partners,
to cause the Company to issue additional Units to the partners (other than the
General Partner) or to other persons for such consideration and on such terms
and conditions as the general partner deems appropriate. In addition, the
general partner may cause the Company to issue to the General Partner
additional Units, or other additional partnership interests in different series
or classes which may be senior to the Units, in conjunction with an offering of
securities of the General Partner having substantially similar rights, in which
the proceeds thereof are contributed to the Company. Consideration for
additional partnership interests may be cash or any property or other assets
permitted by GRULPA.

MEETINGS; VOTING

Meetings of the limited partners may be called only by the general partner, on
its own motion or upon written request of limited partners owning at least 25%
of the Units. Limited partners may vote either in person or by proxy at
meetings. Any action that is required or permitted to be taken by the limited
partners of the Company may be taken either at a meeting of the limited
partners or without a meeting if consents in writing setting forth the action
so taken are signed by limited partners owning not less than the minimum Units
that would be necessary to authorize or take such action at a meeting of the
limited partners at which all limited partners entitled to vote on such action
were present. On matters in which limited partners are entitled to vote, each
limited partner will have a vote equal to the number of Units he or she holds
in the Company. A transferee of Units who has not been admitted as a limited
partner of record with respect to such Units will have no voting rights with
respect to such Units, even if such transferee holds other Units as to which it
has been admitted as limited partner, and the votes otherwise attributable to
such transferee's Units will be treated as having been voted in the same
proportion as those votes actually cast. The Partnership Agreement does not
provide for annual meetings of the limited partners, and the general partner
does not anticipate calling such meetings.

AMENDMENT OF PARTNERSHIP AGREEMENT

Amendments to the Partnership Agreement may be proposed by the general partner
or by limited partners owning at least 25% of the Units. Generally, the
Partnership Agreement may be amended with the approval of the general partner
and limited partners holding a majority of the Units. Certain amendments that
would, among other things, convert a limited partner's interest into a general
partner's interest; modify the limited liability of a limited partner; alter
the interest of a partner in profits or losses, or the rights to receive any
distributions; alter or modify the redemption right described above; or cause
the termination of the Company at a time or on terms inconsistent with those
set forth in the Partnership Agreement must be approved by the general partner
and each limited partner that would be adversely affected by such amendment.
Notwithstanding the foregoing, the general partner shall have the power,
without the consent of the limited partners, to amend the Partnership Agreement
as may be required to (1) add to the obligations of the general partner or
surrender any right or power granted to the general partner or an affiliate of
the general partner, (2) reflect the admission, substitution, termination, or
withdrawal of partners in accordance with the terms of the Partnership
Agreement, (3) establish the designations, rights, powers, duties and
preferences of any additional partnership interests issued in accordance with
the terms of the Partnership Agreement, (4) reflect a change that is of an
inconsequential nature and does not materially

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<PAGE> 33

adversely affect the limited partners, or cure any ambiguity, correct or
supplement any provisions of the Partnership Agreement not inconsistent with
law or with other provisions of the Partnership Agreement, or make other
changes concerning matters under the Partnership Agreement that are not
otherwise inconsistent with the Partnership Agreement or law, or (5) satisfy
any requirements of federal or state law or regulatory or judicial order.
Certain provisions affecting the rights and duties of the general partner
(e.g., restrictions on the general partner's power to conduct businesses other
than owning Units) may not be amended without the approval of a majority of the
Units not held by the general partner.

BOOKS AND REPORTS

The general partner is required to keep the Company's books and records at the
principal office of the Company. The books of the Company are required to be
maintained for financial and tax reporting purposes on an accrual basis. The
limited partners have the right, subject to certain limitations, to receive
copies of Securities and Exchange Commission (the "Commission") filings by the
general partner, the Company's tax return, a list of partners, the Partnership
Agreement, the partnership certificate and all amendments thereto, and
information about the capital contributions of the partners. The general
partner may keep confidential from the limited partners any information that
the general partner believes to be in the nature of trade secrets or other
information the disclosure of which the general partner in good faith believes
is not in the best interests of the Company or which the Company is required by
law or by agreements with unaffiliated third parties to keep confidential.

The General Partner will furnish to each limited partner, within 105 days after
the close of each fiscal year, an annual report containing financial statements
of the Company (or the General Partner, if consolidated financial statements
including the Company are prepared) for each fiscal year. The financial
statements will be audited by a nationally recognized firm of independent
public accountants selected by the general partner. In addition, within 105
days after the close of each fiscal quarter (except the fourth quarter), the
general partner will furnish to each limited partner a report containing
unaudited financial statements of the Company (or the General Partner) and such
other information as may be required by applicable law or regulation or as the
general partner deems appropriate.

The general partner will use reasonable efforts to furnish to each limited
partner, within 90 days after the close of each taxable year, the tax
information reasonably required by the limited partners for federal and state
income tax reporting purposes.

POWER OF ATTORNEY

Pursuant to the terms of the Partnership Agreement, each limited partner and
each assignee appoints the general partner, any liquidator, and the authorized
officers and attorneys-in-fact of each, as such limited partner's or assignee's
attorney-in-fact to: execute, swear to, acknowledge, deliver, file and record
in the appropriate public offices various certificates, documents and other
instruments (including, without limitation, the Partnership Agreement and the
certificate of limited partnership and all amendments or restatements thereof)
that the general partner or such liquidator deems appropriate or necessary to
effectuate the terms or intent of the Partnership Agreement. The Partnership
Agreement provides that such power of attorney is irrevocable, will survive the
subsequent incapacity of any limited partner and the transfer of all or any
portion of such limited partner's or assignee's Units and will extend to such
limited partner's or assignee's heirs, successors, assigns and personal
representatives.

DISSOLUTION, WINDING UP AND TERMINATION

The Company will continue until December 31, 2092, unless sooner dissolved and
terminated. The Company will be dissolved prior to the expiration of its
term, and its affairs wound up upon the occurrence of the earliest of: (1) the
withdrawal of the general partner (as defined in GRULPA, but excluding certain
events of bankruptcy or insolvency) unless the limited partners agree to
continue the business of the Company and appoint a successor general partner;
(2) the sale of all or substantially all of the Company's assets and
properties; (3) the entry of a decree of judicial dissolution of the Company
pursuant to the provisions of GRULPA; (4) the entry of a final judgment ruling
that the general partner is bankrupt or insolvent, unless prior to the date of
such judgment the limited partners agree to continue the business of the
Company and appoint a successor general partner; (5)(i) from and after the
completion of the Initial Offering through December 31,

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<PAGE> 34

2013, an election by the general partner, unless any limited partner who became
a limited partner on the completion of the Initial Offering and who holds Units
issued at the time of the completion of the Initial Offering objects to such
dissolution, (ii) from and after January 1, 2014 through December 31, 2043, an
election by the general partner, unless limited partners who became limited
partners at the time of the completion of the Initial Offering and who hold at
least five percent (5%) of the Units issued at the time of the completion of
the Initial Offering object to such dissolution and (iii) on or after January
1, 2044, an election by the general partner, in its sole and absolute
discretion. Upon dissolution, the general partner or any liquidator will
proceed to liquidate the assets of the Company and apply the proceeds therefrom
in the order of priority set forth in the Partnership Agreement.

ITEM X. POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of investment policies, financing policies,
conflict of interest policies and policies with respect to certain activities
of the Company. The policies with respect to these activities have been
determined by the General Partner of the Company and may be amended or revised
from time to time at the discretion of the General Partner without a vote of
the limited partners of the Company, except that (1) the General Partner cannot
change its policy of holding its assets and conducting its business only
through the Company without the consent of the holders of Units as provided in
the Partnership Agreement, (2) changes in certain policies with respect to
conflicts of interest must be consistent with legal requirements, (3) the
policies with respect to competition by Mr. Williams and Mr. Glover are imposed
pursuant to a contract that cannot be amended or waived without the vote of a
majority of the disinterested directors of the General Partner, and (4) the
General Partner cannot take any action intended to terminate its qualification
as a REIT without the approval of the holders of a majority of the shares of
Common Stock.

INVESTMENT POLICIES

Investments in Real Estate or Interests in Real Estate.
The Company's investment objective is to provide quarterly cash distributions
and achieve long-term appreciation through increases in cash flows and the
value of its properties. The Company intends to pursue these objectives by
continuing to develop upscale apartment communities for long-term ownership and
to manage its properties intensively, and thereby seek to maximize current and
long-term income and the value of its assets. The Company's policy is to
develop or acquire assets where the Company believes that opportunities exist
for acceptable investment returns. The Company will use the Post(R) name in
operating acquired properties that in the Company's judgment are consistent
with the market identity of Post(R) brand name communities. The Company may
expand or improve existing properties or sell such properties in whole or in
part as determined by the General Partner.

The Company expects to pursue its investment objectives through the direct
ownership of properties and the ownership of interests in special purpose
partnerships. The Company currently intends to invest in or develop primarily
apartment communities in its primary markets. However, future development or
investment activities will not be limited to any geographic area or product
type or to a specified percentage of the Company's assets.

All of the Communities owned by the Company are managed directly by the
Company. The Company, through RAM, also manages apartment communities in which
it owns no equity interests and which do not bear the Post(R) name, and through
Post Asset Management, manages Post(R) communities in which it owns no equity
interests.

The Company may also participate with other entities in property ownership,
through joint ventures or other types of co- ownership. Equity investment may
be subject to existing mortgage financing and other indebtedness which have
priority over the equity of the Company.

Investments in Real Estate Mortgages.
While the Company has emphasized equity real estate investments, it may, in its
discretion, invest in mortgage and other real estate interests consistent with
the General Partner's qualification as a REIT. The Company has not previously
invested in mortgages or other real estate interests and the Company does not
presently intend to invest to a significant extent in mortgages or other real
estate interests. The Company may invest in participating or convertible
mortgages if it concludes

-33-
<PAGE> 35

that it may benefit from the cash flow or any appreciation in the value of the
subject property. Such mortgages are similar to equity participation.

Securities of or Interests in Persons Primarily Engaged in Real Estate
Activities and Other Issuers. Subject to the percentage of ownership
limitations and gross income tests necessary for REIT qualification of the
General Partner, the Company may invest in securities of entities engaged in
real estate activities or securities of other issuers, including for the
purpose of exercising control over such entities, although, with the exception
of its wholly-owned subsidiaries, it has not done so in the past. The Company
may acquire all or substantially all of the securities or assets of other REITs
or similar entities where such investments would be consistent with the
Company's investment policies.

FINANCING POLICIES

The Company intends to maintain a ratio of indebtedness to total market
capitalization (i.e., the market value of issued and outstanding Units (deemed
to be equal to the market value of an equal number of shares of Common Stock)
plus total debt) of approximately 60% or less. This policy differs from
traditional conventional mortgage debt-to-equity ratios which are asset based
ratios. The Company's ratio of debt to total market capitalization was
approximately 29.1% at December 31, 1995 (calculated based on the closing price
of the General Partner's Common Stock on December 31, 1995). The Company,
however, may from time to time reevaluate its borrowing policies in light of
then current economic conditions, relative costs to the Company of debt and
equity capital, market values of properties, general conditions in the market
for debt and equity securities, fluctuations in the fair market prices of the
Common Stock, growth and acquisition opportunities and other factors. The
Company may modify its borrowing policy and may increase or decrease its ratio
of debt to total market capitalization. To the extent that the General Partner
determines to seek additional capital, the General Partner or the Company may
raise such capital through additional equity offerings, debt financings or
retention of cash flow (subject to provisions in the Code requiring the
distribution by a REIT of a certain percentage of taxable income and taking
into account taxes that would be imposed on undistributed taxable income), or a
combination of these methods.

As long as the Company is in existence, the proceeds of the sale of Common
Stock by the General Partner will be contributed to the Company in exchange for
Units in the Company. The General Partner presently anticipates that any
additional borrowings would be made through the Company, although the General
Partner might incur borrowings that would be reloaned to the Company.
Borrowings may be in the form of bank borrowings, publicly and privately placed
debt instruments, or purchase money obligations to the sellers of properties,
any of which indebtedness may be unsecured or may be secured by any or all of
the assets of the General Partner, the Company, or any existing or new property
owning partnership.

On February 1, 1995, the Company closed a 39-month unsecured revolving line of
credit (the "Revolver") in the amount of $180,000,000 with a bank syndicate to
provide funding for future construction, acquisitions and general business
obligations. On June 7, 1995, the Company issued $50,000,000 of NML Notes and,
on September 29, 1995, the Company issued $50,000,000 of Wachovia Notes. The
General Partner may also determine to issue securities senior to the Common
Stock, including preferred stock and debt securities (either of which may be
convertible into capital stock or be accompanied by warrants to purchase
capital stock). The Company may also determine to finance acquisitions through
the exchange of properties or issuance of additional Units in the Company,
shares of Common Stock of the General Partner or other securities. The ability
to offer Units to buyers may result in a beneficial structure for the buyers
and may be an advantage for the Company, since certain investors may be limited
in the number of shares of Common Stock that they may purchase.

The Company has not established any limit on the number or amount of mortgages
that may be placed on any single property or on its portfolio as a whole, but
mortgage financing instruments often limit additional indebtedness on such
properties.

CONFLICT OF INTEREST POLICIES

The Company has adopted certain policies and entered into certain agreements
with Messrs. Williams and Glover designed to eliminate or minimize potential
conflicts of interest. The Company is subject to certain provisions of Georgia
law, which are designed to eliminate or minimize certain potential conflicts of
interest. However, there can be no assurance that these

-34-
<PAGE> 36

policies always will be successful in eliminating the influence of such
conflicts, and if they are not successful, decisions could be made that might
fail to reflect fully the interests of all partners.

Noncompetition Agreements.
Each of Messrs. Williams and Glover has entered into a noncompetition agreement
with the Company. These noncompetition agreements prohibit these individuals
from engaging directly or indirectly in the development, operation, management,
leasing or landscaping of any multifamily community for the period of his
employment by the Company and for two years thereafter.

Properties Subject to Options.
Messrs. Williams and Glover hold interests in two undeveloped properties owned
by partnerships and Mr. Williams holds an interest in a partnership that owns
an additional undeveloped property. The Company has an option to acquire each
of these properties at a price determined under the option agreement for a
period of four years after the closing of the Initial Offering. The options are
exercisable at the election of a majority of the disinterested directors of the
General Partner. In structuring any exercise of any of these options, the
Company will consider the effects of such exercise on REIT income and asset
qualification tests. The board of directors of the General Partner has adopted
a policy that no option will be exercised if the option price would exceed the
value of the property as determined at the time of exercise by an independent
appraisal.

Policies Applicable to All Directors of the General Partner.
Pursuant to Georgia law (the jurisdiction under which the General Partner is
organized), each director will be subject to restrictions on misappropriation
of corporate opportunities to himself or his affiliates learned of solely as a
result of his service as a member of the board of directors of the General
Partner. In addition, under Georgia law, a transaction effected by the General
Partner or any entity controlled by the General Partner in which a director or
certain related persons and entities of the director has a conflicting
interest, as defined thereunder, of such financial significance that it would
reasonably be expected to exert an influence on the director's judgment may not
be enjoined, set aside or give rise to damages on the grounds if such interest
if (a) the transaction is approved, after disclosure of the interest, by the
affirmative vote of a majority of the disinterested directors, or by the
affirmative vote of a majority of the votes cast by disinterested shareholders,
or (b) the transaction is established to have been fair to the General Partner.
The Board has adopted a policy that all such conflicting interest transactions
must be authorized by a majority of the disinterested directors.

POLICIES WITH RESPECT TO OTHER ACTIVITIES

The General Partner has authority to offer shares of its capital stock or other
securities and to repurchase or otherwise reacquire its shares or any other
securities and may engage in such activities in the future, although it has no
present intention of repurchasing any of its shares of Common Stock. As of
June 1, 1996, the General Partner has issued shares of Common Stock to holders
of Units in the Company in connection with all redemptions. As of June 1, 1996,
the General Partner has issued shares of Common Stock in connection with the
formation of the General Partner, the Formation Transactions, the Second
Offering, the Third Offering, the Employee Stock Plan, the Employee Stock
Purchase Plan and the Dividend Reinvestment and Stock Purchase Plan. The
Company has no outstanding loans to other entities or persons, including its
officers and limited partners. The Company may in the future make loans to
joint ventures in which it participates in order to meet working capital needs.
The Company has not engaged in trading, underwriting or agency distribution or
sale of securities of other issuers, nor has the Company invested in the
securities of other issuers for the purpose of exercising control. The Company
intends to make investments in such a way that it will not be treated as an
investment company under the Investment Company Act of 1940.

At all times, the General Partner intends to make investments in such a manner
as to be consistent with the requirements of the Code for the General Partner
to qualify as a REIT unless, because of changing circumstances or changes in
the Code (or in Treasury Regulations), the board of directors of the General
Partner, with the consent of a majority of the shareholders approving the
board's determination, determines that it is no longer in the best interests of
the General Partner to qualify as a REIT.

-35-
<PAGE> 37

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Restated and Amended Agreement of Limited Partnership of the Company
provides for indemnification of the General Partner and the officers and
directors of the General Partner to the same extent indemnification is provided
to officers and directors of the General Partner in its Articles of
Incorporation, and limits the liability of the General Partner to the Company
and the Company's partners to the same extent liability of officers and
directors of the General Partner to the General Partner and its shareholders is
limited under the General Partner's Articles of Incorporation.

As permitted by the Georgia Business Corporation Code, the General Partner's
Articles of Incorporation provide that a director shall not be personally
liable to the General Partner or its shareholders for monetary damages for
breach of duty of care or other duty as a director, except that such provision
shall not eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, of any business opportunity of the
General Partner, (b) for acts or omissions that involve intentional misconduct
or a knowing violation of law, (c) for unlawful corporate distributions or (d)
for any transaction from which the director derived an improper personal
benefit. The Articles of Incorporation of the General Partner further provide
that if the Georgia Business Corporation Code is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the General Partner shall be eliminated or
limited to the fullest extent permitted by the Georgia Business Corporation
Code, as amended.

Under Article VI of the General Partner's Bylaws, the General Partner is
required to indemnify to the fullest extent permitted by the Georgia Business
Corporation Code, any individual made a party to a proceeding (as defined in
the Georgia Business Corporation Code) because he is or was a director or
officer against liability (as defined in the Georgia Business Corporation
Code), incurred in the proceeding, if he acted in a manner he believed in good
faith to be in or not opposed to the best interests of the Company and, in the
case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. The General Partner is required to pay for or reimburse
the reasonable expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if:

(a) Such person furnishes the General Partner a written
affirmation of his good faith belief that he has met the
standard of conduct set forth above; and

(b) Such person furnishes the General Partner a written
undertaking executed personally on his behalf to repay any
advances if it is ultimately determined that he is not
entitled to indemnification.

The written undertaking required by paragraph (b) above must be an unlimited
general obligation of such person but need not be secured and may be accepted
without reference to financial ability to make repayment.

The right to indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in Article VI of the
General Partner's Bylaws are not exclusive of any other right which any person
may have under any statute, provision of the General Partner's Articles of
Incorporation, provision of the General Partner's Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements on page F-1 of this Form 10.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

See Index to Financial Statements on page F-1 of this Form 10.

-36-
<PAGE> 38

(b) Exhibits

Certain of the exhibits required by Item 601 of Regulation S-K
have been filed with previous reports by PPI and are herein
incorporated by reference thereto.

The Registrant agrees to furnish a copy of all agreements
relating to long-term debt upon request of the Commission.

4.1 Amended and Restated Agreement of Limited Partnership
of Post Apartment Homes, L.P. (incorporated by
reference to Exhibit 10.1 to the Registration
Statement on Form S-11 (File No. 33-71650), as
amended, of the General Partner).

10.1 Credit Agreement dated as of February 1,1995 among
Post Apartment Homes, L.P., Wachovia Bank of Georgia,
N.A., as administrative agent, First Union National
Bank of Georgia, as Co-Agent, and the banks listed on
the signature pages thereto (the "Credit Agreement")
(incorporated by reference to Exhibit 10.20 of the
General Partner's Annual Report on Form 10-K for the
year ended December 31, 1995).

10.2 First Amendment to Credit Agreement and Release of
Subsidiary Guarantors dated July 26, 1995
(incorporated by reference to Exhibit 10.21 of the
General Partner's Annual Report on Form 10-K for the
year ended December 31, 1995).

10.3 Second Amendment to Credit Agreement dated October
27, 1995 (incorporated by reference to Exhibit 10.22
of the General Partner's Annual Report on Form 10-K
for the year ended December 31, 1995).

10.4 Third Amendment to Credit Agreement dated February
29, 1996 (incorporated by reference to Exhibit 10.23
of the General Partner's Annual Report on Form 10-K
for the year ended December 31, 1995).

10.5 Noncompetition Agreement between PPI, the Company and
John A. Williams (incorporated by reference to
Exhibit 10.4 of the General Partner's Registration
Statement on Form S-11 (SEC File No. 33-61936), as
amended).

10.6 Noncompetition Agreement between PPI, the Company and
John T. Glover (incorporated by reference to Exhibit
10.5 of the General Partner's Registration Statement
on Form S-11 (SEC File No. 33-61936), as amended).

10.7 Employment Agreement between the Company and John A.
Williams (incorporated by reference to Exhibit 10.24
of the General Partner's Registration Statement on
Form S-11 (SEC File No. 33-61936), as amended).

10.8 Employment Agreement between the Company and John T.
Glover (incorporated by reference to Exhibit 10.25 of
the General Partner's Registration Statement on Form
S-11 (SEC File No. 33-61936), as amended).

10.9 Employment Agreement between Post Services, Inc. and
John A. Williams (incorporated by reference to
Exhibit 10.26 of the General Partner's Registration
Statement on Form S-11 (SEC File No. 33-61936), as
amended).

-37-
<PAGE> 39

10.10 Employment Agreement between Post Services, Inc. and
John T. Glover (incorporated by reference to Exhibit
10.27 of the General Partner's Registration Statement
on Form S-11 (SEC File No. 33-61936), as amended).

10.12 Promissory Note made by Post Services, Inc. in favor
of RAM Partners, Inc. (incorporated by reference to
Exhibit 10.9 of the General Partner's Registration
Statement on Form S-11 (SEC File No. 33-61936), as
amended).

10.13 Form of Option Agreement entered into between the
Company and the owners of four parcels of undeveloped
land (incorporated by reference to Exhibit 10.15 of
the General Partner's Registration Statement on Form
S-11 (SEC File No. 33-61936), as amended).

10.14 Form of General Partner Exchange Agreement
(incorporated by reference to Exhibit 10.22 of the
General Partner's Registration Statement on Form S-11
(SEC File No. 33-61936), as amended).

21.1 List of Subsidiaries.

99.1* Item 2. Properties, pages 7 through 9 from the
General Partner's Annual Report on Form 10-K/A for
the year ended December 31, 1995.

99.2* Item X. Executive Officers of the Registrant, pages
10 through 12 from the General Partner's Annual
Report on Form 10-K/A for the year ended December 31,
1995.

99.3* Item 11. Executive Compensation," page 32
from the General Partner's Annual Report on Form
10-K/A for the year ended December 31, 1995.

99.4* Item 13. Certain Relationships and Related
Transactions, page 32 from the General Partner's
Annual Report on Form 10-K/A for the year ended
December 31, 1995.

________________
* Filed herewith

-38-
<PAGE> 40

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>
Description Page Number
----------- -----------
<S> <C>
Consolidated Financial Statements:

Report of Independent Accountants F-2
Consolidated Balance Sheets at December 31,1995 and 1994 F-3

Consolidated Statements of Operations for the years ended December 31, 1995, F-4
1994 and 1993

Consolidated Statements of Partners' Equity (Deficit) for the years ended F-5
December 31, 1995, 1994 and 1993

Consolidated Statements of Cash Flows for the years ended December 31, 1995, F-6
1994 and 1993
Notes to Consolidated Financial Statements F-7

Schedule III:

Consolidated Real Estate and Accumulated Depreciation F-18
</TABLE>

F-1

<PAGE> 41

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Post Apartment Homes, L.P.

In our opinion, the consolidated financial statements listed in the index
appearing on page F-1 present fairly, in all material respects, the financial
position of Post Apartment Homes, L.P. at December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
management of Post Apartment Homes, L.P.; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP

Atlanta, Georgia
March 8, 1996

F-2
<PAGE> 42

POST APARTMENT HOMES, L.P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------------------
1996 1995 1994
-------------- ---------- ------------
ASSETS (UNAUDITED)
<S> <C> <C> <C>
Real estate assets
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 134,442 $ 118,988 $ 114,971
Building and improvements . . . . . . . . . . . . . . . . . . 661,539 589,869 561,264
Furniture, fixtures and equipment . . . . . . . . . . . . . . 70,291 67,354 66,257
Construction in progress . . . . . . . . . . . . . . . . . . 86,399 149,514 68,972
Land held for future development . . . . . . . . . . . . . . 4,168 12,199 17,121
----------- ---------- ----------

956,839 937,924 828,585
Less: accumulated depreciation . . . . . . . . . . . . . . . (161,973) (156,824) (142,576)
----------- ---------- ----------
Operating real estate assets . . . . . . . . . . . . . . . 794,866 781,100 686,009

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . 1,383 9,008 5,292
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . 1,151 1,146 8,357
Deferred charges, net . . . . . . . . . . . . . . . . . . . . . 7,138 7,241 5,812
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 15,157 14,489 5,503
----------- ---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . 819,695 $ 812,984 $ 710,973
=========== ========== ==========
LIABILITIES AND PARTNERS' EQUITY
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . $ 354,431 $349,719 $362,045
Accrued interest payable . . . . . . . . . . . . . . . . . . 3,894 3,965 5,136
Distribution payable. . . . . . . . . . . . . . . . . . . . . 14,469 13,091 10,094
Accounts payable and accrued expenses . . . . . . . . . . . . 16,496 16,023 15,602
Deferred swap income . . . . . . . . . . . . . . . . . . . . 289 331 576
Security deposits and prepaid rents . . . . . . . . . . . . . 4,443 4,366 4,153
----------- ---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . 394,022 387,495 397,606
----------- ---------- ----------
Partners' equity . . . . . . . . . . . . . . . . . . . . . . . . 425,673 425,489 313,367
----------- ---------- ----------
Total liabilities and partners' equity . . . . . . . . . $ 819,695 $ 812,984 $ 710,973
=========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3

<PAGE> 43

POST APARTMENT HOMES, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------- ------------------------------------
1996 1995 1995 1994 1993
========== ========= ======== ======== ========
(Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Rental . . . . . . . . . . . . . . . . . $ 36,291 $ 31,082 $133,817 $115,309 $104,482
Property management. . . . . . . . . . . . 733 577 2,764 2,508 3,057
Landscape services . . . . . . . . . . . . 912 809 4,647 3,799 3,829
Interest . . . . . . . . . . . . . . . . . 129 39 593 442 469
Other. . . . . . . . . . . . . . . . . . . 1,140 656 2,884 2,681 2,410
----------- --------- ------- ------- --------
Total revenue . . . . . . . . . . . . 39,205 33,163 144,705 124,739 114,247
----------- --------- ------- ------- --------
EXPENSES
Property operating and maintenance
(exclusive of items shown separately
below) . . . . . . . . . . . . . . . . . 12,796 11,420 49,912 43,376 41,209
Depreciation (real
estate assets). . . . . . . . . . . . . . 4,965 5,087 20,090 19,931 19,427
Depreciation (non-real
estate assets . . . . . . . . . . . . . . 253 106 729 277 303
Property management. . . . . . . . . . . . . 570 566 2,166 2,229 2,453
Landscape services . . . . . . . . . . . . . 768 688 3,950 3,098 3,151
Interest . . . . . . . . . . . . . . . . . . 5,057 5,077 22,698 19,231 34,309
Amortization of deferred loan costs,
interest rate protection
agreement and swap gain, net . . . . . . . 352 483 1,967 1,999 969

General and administrative . . . . . . . . . 2,012 1,575 6,071 6,269 4,384
Formation Transaction expense. . . . . . . . - - - - 2,783
Minority interest in consolidated property
partnership . . . . . . . . . . . . . . . - 196 451 680 692
----------- --------- ------- ------- --------
Total expenses. . . . . . . . . . . . . . . 26,773 25,198 108,034 97,090 109,680
----------- --------- ------- ------- --------
Income before gain on sale of real estate
assets and related income tax and
extraordinary item. . . . . . . . . . . . . 12,432 7,965 36,671 27,649 4,567
Gain on sale of real estate assets . . . . . - - 1,746 2,832 -
Income tax related to gain on sale of real
estate assets . . . . . . . . . . . . . . . - - - (1,338) -
----------- --------- ------- ------- --------
Income before extraordinary item . . . . . . 12,432 7,965 38,417 29,143 4,567
Extraordinary item . . . . . . . . . . . . . - (155) (1,120) (4,413) (13,628)
----------- --------- ------- ------- --------
Net income (loss). . . . . . . . . . . . . . $ 12,432 $ 7,810 $37,297 $24,730 $ (9,061)
=========== ========= ======= ======= =========
</TABLE>

F-4
<PAGE> 44

<TABLE>
<S> <C> <C> <C> <C> <C>
PER UNIT DATA:
Weighed average Units outstanding . . . . . 26,785,951 22,535,311 23,541,639 22,125,890 13,574,767
========== ========== ========== ========== ==========
Income before extraordinary item. . . . . . $ 0.46 $ 0.35 $ 1.63 $ 1.32 $ 0.34
========== ========== ========== ========== ==========
Net income (loss) . . . . . . . . . . . . . $ 0.46 $ 0.35 $ 1.58 $ 1.12 $ (0.67)
========== ========== ========== ========== ==========
Distributions declared. . . . . . . . . . . $ 0.54 $ 0.49 $ 1.96 $ 1.80 $ 0.77
========== ========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5

<PAGE> 45

POST APARTMENT HOMES, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
General Limited
Partner Partners Total
------ -------- --------
<S> <C> <C> <C>
PARTNERS' AND OWNERS' EQUITY (DEFICIT),
DECEMBER 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ - $ -
(25,812) (25,812)
Capital contributions . . . . . . . . . . . . . . . . . . . . . . - 3,043 3,043
Capital distributions . . . . . . . . . . . . . . . . . . . . . . - (16,858) (16,858)
Partner notes exchanged for units . . . . . . . . . . . . . . . . - 3,426 3,426

Contribution from PPI related to Initial Offering . . . . . . . . 2,466 244,119 246,585
Acquisition of non-controlled interests in entities
included in PPG where cash consideration was involved 538 53,225 53,763
Distributions declared . . . . . . . . . . . . . . . . . . . . . . (87) (8,657) (8,744)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60) (9,001) (9,061)
------ -------- --------
PARTNERS' EQUITY, DECEMBER 31, 1993 . . . . . . . . . . . . . . . . 2,857 243,485 246,342
Contribution from PPI related to Second Offering . . . . . . . . . 827 81,854 82,681
Distributions paid . . . . . . . . . . . . . . . . . . . . . . . . (303) (29,989) (30,292)
Distributions declared . . . . . . . . . . . . . . . . . . . . . . (101) (9,993) (10,094)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247 24,483 24,730
------ -------- --------
PARTNERS' EQUITY, DECEMBER 31, 1994 . . . . . . . . . . . . . . . . 3,527 309,840 313,367
Contribution from PPI related to Third Offering . . . . . . . . . 1,053 104,225 105,278
Contribution from PPI related to Dividend Reinvestment Plan 161 16,010 16,171
Distributions paid . . . . . . . . . . . . . . . . . . . . . . . . (335) (33,198) (33,533)
Distributions declared . . . . . . . . . . . . . . . . . . . . . . (131) (12,960) (13,091)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373 36,924 37,297
------ -------- --------
PARTNERS' EQUITY, DECEMBER 31, 1995 . . . . . . . . . . . . . . . . 4,648 420,841 425,489
Contribution from PPI related to Dividend Reinvestment and
Employee Stock Purchase Plans. . . . . . . . . . . . . . . . . . 22 2,199 2,221
Distributions declared . . . . . . . . . . . . . . . . . . . . . . (145) (14,324) (14,469)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 12,308 12,432
------ -------- --------
PARTNERS' EQUITY, MARCH 31, 1996 . . . . . . . . . . . . . . . . . $4,649 $421,024 $425,673
====== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6

<PAGE> 46

POST APARTMENT HOMES, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
--------------------- -------------------------------------
1996 1995 1995 1994 1993
------- ------- -------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . . . $12,432 $7,810 $37,297 $24,730 $(9,061)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Gain on sale of real estate assets, net of related
income tax . . . . . . . . . . . . . . . . . . . . . . . . - - (1,746) (1,488) -
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . 5,218 5,193 20,819 20,208 19,730
Write-off of deferred swap income . . . . . . . . . . . . . - - - (1,485) (2,503)
Write-off of deferred financing costs . . . . . . . . . . . - 155 1,120 1,139 1,865
Amortization of deferred loan costs, interest rate
protection agreement and swap gain . . . . . . . . . . . . 352 483 604 643 (880)
Changes in assets, (increase) decrease in:
Restricted cash . . . . . . . . . . . . . . . . . . . . . (5) 7,006 7,211 (7,211) (301)
Organization costs and other deferred charges - (90) (90) 134 -
Other assets. . . . . . . . . . . . . . . . . . . . . . (751) 679 (9,122) (1,655) (3,379)
Changes in liabilities, increase (decrease) in:
Accrued interest payable . . . . . . . . . . . . . . . . . (71) (762) (1,171) 3,058 (6,801)
Accounts payable and accrued expenses. . . . . . . . . . . 3,136 707 868 4,143 1,265
Security deposits and prepaid rents. . . . . . . . . . . . 77 (64) 213 247 628
------- ------- -------- -------- --------
Net cash provided by operating activities . . . . . . . . . 20,388 21,117 57,366 43,819 2,412
------- ------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Construction of real estate assets, and land
acquisitions, net of payables . . . . . . . . . . . . . . . (19,591) (24,400) (117,120) (99,529) (25,733)
Proceeds from sale of real estate assets . . . . . . . . . . - - 22,645 7,493 -
Capitalized interest . . . . . . . . . . . . . . . . (1,115) (1,726) (5,653) (3,427) (666)
Recurring capital expenditures . . . . . . . . . . . . . . . (670) (654) (2,967) (2,599) (2,047)
Non-recurring capital expenditures . . . . . . . . . . . . . (136) (69) (1,287) (1,302) (706)
Purchase of minority interests in property partnerships - - (10,149) - (22,000)
------- ------- -------- -------- --------
Net cash (used in) investing activities. . . . . . . . . . . (21,512) (26,849) (114,531) (99,364) (51,152)
------- ------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of financing costs . . . . . . . . . . . . . . . . . (343) (601) (4,614) (1,385) (193)
Purchase of interest rate protection agreement - - - - (3,265)
Debt proceeds. . . . . . . . . . . . . . . . . . . . . . . . 49,364 95,497 362,196 140,122 44,692
Debt payments. . . . . . . . . . . . . . . . . . . . . . . . (44,652) (87,745) (374,523) (135,886) (221,319)
Due to (from) shareholders and partners, net - - - - (3,038)
Contributions from PPI related to offerings. . . . . . . . . - - 105,278 82,681 246,585
Contributions from PPI related to Dividend Reinvestment 2,221 4,992 16,171 - -
and Employee Stock Purchase Plans . . . . . . . . . . .
Other capital contributions . . . . . . . . . . . . . . . . - - - - 3,043
Capital distributions to partners . . . . . . . . . . . . . (13,091) (10,093) (43,627) (39,036) (16,858)
------- ------- -------- -------- --------
Net cash provided (used in) by financing activities. . . . . (6,501) 2,050 60,881 46,496 49,647
------- ------- -------- -------- --------
Net increase (decrease) in cash and cash equivalents. . . . (7,625) (3,682) 3,716 (9,049) 907
Cash and cash equivalents, beginning of period . . . . . . . 9,008 5,292 5,292 14,341 13,434
------- ------- -------- -------- --------
Cash and cash equivalents, end of period . . . . . . . . . . $ 1,383 $ 1,610 $ 9,008 $ 5,292 $ 14,341
======= ======= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE> 47

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND FORMATION OF THE COMPANY

ORGANIZATION AND FORMATION OF THE COMPANY

Post Apartment Homes, L.P. (the "Company" or "Partnership"), a Georgia limited
partnership, was formed on July 22, 1993 to conduct the business of developing,
leasing and managing upscale multi-family apartment communities for Post
Properties, Inc. ("PPI" or the "General Partner").

The General Partner is a self-administered and self managed equity real estate
investment trust (a "REIT"). On July 22, 1993 PPI completed an initial public
offering of 10,580,000 shares of Common Stock (the "Initial Offering") and a
business combination involving entities under varying common ownership (the
"Formation Transactions"). The entities included in the business combination
are collectively referred to as Post Properties Group ("PPG"). On February 7,
1994, PPI completed a second public offering of 3,000,000 shares of its Common
Stock (the "Second Offering"). On October 20, 1995 PPI completed a third
public offering of 3,710,500 additional shares of its Common Stock (the "Third
Offering"). Proceeds from the Initial Offering were (i) used by PPI to acquire
a controlling interest in the Company, PPI's principal operating subsidiary,
which was formed to succeed to substantially all of the ownership interest in a
portfolio of 40 Post(R) multifamily apartment communities (the "Initial
Properties"), all of which were developed by the Company and owned by
affiliates of the Company, and to the development, leasing, landscaping and
management business of the Company and certain other affiliates and (ii)
contributed by PPI to the Company to pay down existing indebtedness on certain
communities. Proceeds of the Second and Third Offerings were contributed by
PPI to the Company and used by the Company to pay down existing indebtedness.
PPI is the sole general partner of, and controls a majority of the limited
partnership interests in, the Company. PPI conducts all of its business
through the Company and its subsidiaries.

At December 31, 1995, PPI controlled the Company as the sole general partner,
with a 1% interest, and as the holder of an aggregate 80.8% interest in the
Company. The other limited partners of the Company are those persons
(including certain officers and directors of PPI) who, at the time of the
Initial Offering, elected to hold all or a portion of their interest in PPI in
the form of units in the Company ("Units") rather than receiving shares of
PPI's Common Stock. Each Unit may be redeemed by the holder thereof for either
one share of PPI's Common Stock or cash equal to the fair market value thereof
at the time of such redemption, at the option of PPI. PPI has issued Common
Stock in connection with all redemptions to date. With each redemption of
outstanding Units for PPI's Common Stock, PPI's percentage ownership interest
in the Company will increase. In addition, whenever PPI issues shares of
Common Stock, PPI will contribute any net proceeds therefrom to the Company and
the Company will issue an equivalent number of Units to PPI.

According to the First Amended and Restated Agreement of Limited Partnership
between PPI and listed limited partners dated July 22, 1993, the "Partnership
Agreement", the Partnership's items of net income, gain and deduction are
allocated to the partners for capital account purposes, according to each
partners' respective percentage interests. Net losses are allocated to the
partners in accordance with their respective percentage interest, unless such
allocation would result in, or increase, an Adjusted Capital Account Deficit,
as defined in the Partnership Agreement, as of the end of the taxable year.
Distributions to unitholders are made to enable dividends to be made to PPI's
shareholders under PPI's dividend policy. The Federal income tax laws require
that PPI, as a REIT, distribute 95% of its ordinary taxable income. The
Company makes distributions on behalf of PPI to satisfy this requirement.

The Company currently owns and manages or is in the process of developing
apartment communities located in Atlanta, Tampa, Northern Virginia, Nashville,
South Florida and Charlotte metropolitan areas. Approximately 75.0% and 10.3%
(on a unit basis) of the Company's properties are located in the Atlanta and
Tampa metropolitan areas, respectively.

F-8

<PAGE> 48

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

BASIS OF PRESENTATION

For the periods after the Initial Offering, the accompanying consolidated
financial statements include the consolidated accounts of the Company and its
subsidiaries. For the periods prior to the Initial Offering, the accompanying
consolidated financial statements reflect the combined accounts of PPG. For
1993, the year of the Formation Transactions, predecessor and successor
operations are combined since there was a high degree of common ownership
before and after the transaction.

The Formation Transactions were structured to allow the partners and owners of
the entities in PPG the option of retaining their existing ownership interest,
receiving shares of the common stock of PPI, or receiving Units. The entities
in PPG were either limited partnerships or S corporations with a high degree of
common ownership. Purchase accounting was applied to the acquisition of all
non-controlled interests in which cash consideration was paid. The acquisition
of all other interests was accounted for as a reorganization of entities under
common control and, accordingly, was reflected at historical cost in a manner
similar to that in pooling of interests accounting.

All significant intercompany accounts and transactions have been eliminated in
consolidation.

Certain items in the Consolidated Financial Statements were reclassified for
comparative purposes.

NEW ACCOUNTING PRONOUNCEMENTS

In the first quarter of 1996, the Company intends to adopt SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of". This statement requires that long-lived assets and certain
identified intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The statement requires the
use of undiscounted estimated gross cash flows expected from the asset's
operations and eventual disposition. If the sum of the expected future cash
flows are less than the carrying value of the asset, an impairment loss is
recognized based on the fair value of the asset, less cost to sell. The
current estimated undiscounted future operating cash flows and eventual
proceeds from disposition of each of the Company's real estate assets are
greater than the carrying value of each of these assets. As a result,
management anticipates there should be no effect on the Company's consolidated
statement of operations or partners' equity upon adoption.

During 1996, PPI will adopt SFAS 123, "Accounting for Stock-Based
Compensation". This statement provides entities a choice between fair value
based or intrinsic value based, PPI's existing method, accounting for stock
based compensation such as stock options and employee stock purchase plans.
Entities electing to remain with the existing method of accounting must make
pro forma disclosures of net income and earnings per share as if the fair value
method had been applied. PPI intends to choose the existing method of
accounting for its stock-based compensation plans. As a result, this statement
will not have a material effect on the Company's consolidated statements of
operations or partners' equity upon adoption.

REAL ESTATE ASSETS AND DEPRECIATION

Real estate assets are stated at the lower of depreciated cost or net
realizable value. Ordinary repairs and maintenance are expensed as incurred;
major replacements and betterments are capitalized and depreciated over their
estimated useful lives. Depreciation is computed on a straight-line basis over
the useful lives of the properties (buildings and components and related land
improvements -- 20-40 years; furniture, fixtures and equipment -- 5 years).

F-9

<PAGE> 49

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

REVENUE RECOGNITION

Rental -- Residential properties are leased under operating leases with terms
of generally one year or less. Rental income is recognized when earned, which
is not materially different from revenue recognition on a straight line basis.

Property management and landscaping services -- Income is recognized when
earned for property management and landscaping services provided to third
parties.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, all investments purchased with an
original maturity of three months or less are considered to be cash
equivalents.

RESTRICTED CASH

Restricted cash generally is comprised of resident security deposits for
communities located in Florida and required maintenance reserves for
communities located in DeKalb County, Georgia. At December 31, 1994, restricted
cash also included amounts received from the advance refunding of certain bond
indebtedness which was held in escrow to repay the original bonds on January 1,
1995. When these bonds were retired, a portion ($3,150) of the defeasance
escrow was released back to the Company.

ORGANIZATION COSTS AND AMORTIZATION

Certain entities included in PPG incurred legal fees and other costs associated
with their formation. These costs were capitalized and amortized over 60
months. However, in connection with the Formation Transactions all unamortized
portions of these costs were written off.

DEFERRED FINANCING COSTS

Deferred financing costs are amortized using the interest method over the terms
of the related debt.

INTEREST AND REAL ESTATE TAXES

Interest and real estate taxes incurred during the construction period are
capitalized and depreciated over the lives of the constructed assets. Interest
paid (net of capitalized amounts of $5,653, $3,427 and $666 during 1995, 1994
and 1993, respectively, and interest rate protection receipts of $1,539 and
$384 during 1995 and 1994) aggregated $28,343, $21,234 and $41,776 for the
years ended December 31, 1995, 1994 and 1993, respectively.

INTEREST RATE SWAP AGREEMENTS

Swap receipts and payments under interest rate swap agreements designated as a
hedge are recognized as adjustments to interest expense when earned and are
reflected as operating activities in the statement of cash flows. Settlement
payments or receipts on terminated interest rate swap agreements are deferred
and amortized over the remaining original period of the swap, as long as the
hedged borrowing is still outstanding. Settlement payments or receipts on
terminated interest rate swap agreements are reflected as financing activities
in the statement of cash flows.

F-10

<PAGE> 50

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

INTEREST RATE PROTECTION AGREEMENTS

Premiums paid to purchase interest rate protection agreements are capitalized
and amortized over the terms of those agreements using the interest method.
Unamortized premiums are included in other assets in the consolidated balance
sheet. Amounts receivable under the interest rate protection agreements are
accrued as a reduction of interest expense.

PER UNIT DATA

Earnings per unit with respect to the Company for the years ended December 31,
1995, 1994 and 1993 is computed based upon the weighted average number of Units
outstanding during the period.

PARTNERS' CAPITAL CONTRIBUTIONS, DISTRIBUTIONS AND PROFIT AND LOSS WITH RESPECT
TO ENTITIES INCLUDED IN PPG

Partners' capital contributions, distributions and profit and loss are
allocated in accordance with the terms of individual partnership agreements.
Generally, these items are allocated in proportion to respective ownership
interest. Certain agreements also provide for preference return to limited
partners.

USE OF ESTIMATES IN FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2. DEFERRED CHARGES

Deferred charges consist of the following:

<TABLE>
<CAPTION>
December 31,
-----------------------
1995 1994
------- -------
<S> <C> <C>
Deferred financing costs . . . . . . . . . . $15,411 $16,236
Other . . . . . . . . . . . . . . . . . . . . 1,340 1,867
------- -------
16,751 18,103
Less: accumulated amortization . . . . . . . (9,510) (12,291)
------- -------
$ 7,241 $ 5,812
======= =======
</TABLE>

F-11
<PAGE> 51

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

3. NOTES PAYABLE

The Company's indebtedness consists of the following:

<TABLE>
<CAPTION>
December 31,
-----------------------
1995 1994
------- -------
<S> <C> <C>
Tax-Exempt Fixed Rate (Secured) . . . . . . . $105,379 $109,229
Conventional Fixed Rate (Secured) . . . . . . 44,145 57,761
Tax-Exempt Floating Rate (Secured) . . . . . 39,795 39,795
Conventional Floating Rate (Secured) . . . . 14,400 122,608
Senior Notes (Unsecured) . . . . . . . . . . 100,000 -
Line of Credit (Secured) . . . . . . . . . . - 32,652
Line of Credit (Unsecured) . . . . . . . . . 46,000 -
------- -------
TOTAL $349,719 $362,045
======= =======
</TABLE>

CONVENTIONAL MORTGAGES PAYABLE

Conventional mortgages payable were comprised of five loans at December 31,
1995 and twenty-one loans at December 31, 1994 each of which is collateralized
by an apartment community included in real estate assets. The mortgages payable
are generally due in monthly installments of interest only and mature at
various dates through 1998. Fixed rate mortgages payable aggregated $44,145 and
$57,761 at December 31, 1995 and 1994, respectively, ranged from approximately
6.0% to 8.8% (weighted average of 7.9% at December 31, 1995). Variable rate
mortgages payable aggregated $14,400 and $122,608 at December 31, 1995 and
1994, respectively. The interest rate was at .85% above the London Interbank
Offered Rate ("LIBOR") at December 31, 1995. At December 31, 1995, LIBOR
ranged from 5.43% to 5.69% for one, three, six, and twelve month indices.

On March 15, 1996, fixed rate mortgages totaling $25,100 were repaid with
proceeds drawn on the Revolver.

BOND INDEBTEDNESS

Certain of the apartment communities are encumbered to secure tax-exempt
housing bonds. Such bonds are generally payable in monthly or semi-annual
installments of interest only and mature at various dates through 2025. Bond
indebtedness aggregating $105,379 and $109,229 at December 31, 1995 and 1994,
respectively, have fixed rates of interest ranging from 7.40% to 8.25%
(weighted average of 7.53% at December 31, 1995). Floating rate indebtedness
reissued in 1995 in the aggregate amount of $39,795 at December 31, 1995, bears
interest at the "AAA" non-AMT tax exempt rate, set weekly, which was 5.05% at
December 31, 1995 (average of 3.87% for 1995). The Company pays certain credit
enhancement fees with respect to such bonds, ranging from .575% to 1.075% of
the amount of such bonds or the amount of such letters of credit, as the case
may be.

On June 29, 1995, the Company replaced the bank letters of credit providing
credit enhancement for twelve of its outstanding tax-exempt bonds and three of
its economically defeased tax-exempt bonds. Under an agreement with the
Federal National

F-12

<PAGE> 52

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

Mortgage Association ("FNMA"), FNMA now provides, directly or indirectly
through other bank letters of credit, credit enhancement for such bonds. Under
the terms of such agreement, FNMA has provided replacement credit enhancement
through 2025 for four bond issues, aggregating $39,795, which were concurrently
reissued, and has agreed, subject to certain conditions, to provide credit
enhancement through June 1, 2025 for up to an additional $114,733 ($9,354 of
which is currently defeased) with respect to eleven other bond issues which
mature and may be refunded in 1996 through 1998. Under this agreement, on
January 1, 1996, the Post Mill bonds were refunded in the amount of $12,880
($3,864 of which had previously been defeased) with an issue enhanced by FNMA
and maturing on June 1, 2025. The agreement also contains a provision whereby
the Company may request FNMA to evaluate the enhancement of an additional
$81,352 of bonds which are currently defeased and not part of the agreement.
The agreement with FNMA contains representations, covenants, and events of
default customary to such secured loans.

DEBT DEFEASED

The Company applied a portion of the net proceeds of the Initial Offering and
Second Offering to pay in full thirteen fixed rate obligations totaling
$132,470 and economically defease in full six tax exempt bond financings
totaling $52,700. In addition, the Company paid $43,108 to partially prepay
eleven variable rate obligations and $51,956 to economically defease portions
of eight tax exempt bond financings. The above amounts do not include
aggregate prepayment penalties and defeasance escrow requirements in excess of
principal defeased of $18,077. The balance of debt fully or partially
economically defeased aggregated $90,706 at December 31, 1995.

LINES OF CREDIT

On February 1, 1995, the Company closed a 39-month unsecured revolving line of
credit (the "Revolver") in the amount of $180,000 with a bank syndicate. The
line initially bore interest at LIBOR plus 1.50% or prime minus .25%. On March
1, 1996 the Revolver was amended to reduce the interest rate of LIBOR plus
0.95% or prime minus .25% and to extend the maturity to May 1, 1999. At
December 31, 1995, LIBOR ranged from 5.43% to 5.69% for one, three, six and
twelve months indices and the prime rate was at 8.50%. The amendment also
provides for the rate to be adjusted up or down based on changes in the
Company's rating. On June 4, 1996, the Company received a credit rating
upgrade which further reduced the interest rate on the Revolver to LIBOR +
0.80%. The facility contains customary representations, covenants and events
of default, including covenants which restrict the ability of the Company to
make distributions, in excess of stated amounts, which in turn restricts the
discretion of the General Partner to declare and pay dividends. In general,
during any fiscal year the Company may only distribute up to 100% of the
Company's consolidated income available for distribution (as defined in the
agreement) exclusive of distributions of capital gains for such year. The
agreement contains exceptions to these limitations to allow the Company to make
any distributions to allow the General Partner to maintain its status as a
REIT. The Company does not anticipate that this covenant will adversely effect
its ability to make distributions, or PPI's ability to declare dividends under
its current policy. At December 31, 1995 the Company had $46,000 outstanding
under the Revolver with $134,000 available under the Revolver to fund future
development and general corporate obligations.

In addition, the Company has a $3,000 facility to provide letters of credit for
general business purposes.

SENIOR UNSECURED NOTES

On June 7, 1995, the Company privately placed $50,000 of unsecured senior notes
with The Northwestern Mutual Life Insurance Company. The notes were in two
tranches: the first, totalling $30,000, carries an interest rate of 8.21% per
annum (1.25% over the corresponding treasury rate on the date such

F-13

<PAGE> 53

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

rate was set) and matures on June 7, 2000; and the second, totalling $20,000
carries an interest rate of 8.37% per annum (1.35% over the corresponding
treasury rate on the date such rate was set) and matures on June 7, 2002.
Proceeds from the notes were used to reduce other secured indebtedness and to
pay down the Revolver. The note agreements pursuant to which the notes were
purchased contain customary representations, covenants and events of default
similar to those contained in the note agreement for the Revolver.

On September 29, 1995, the Company privately placed $50,000 of unsecured senior
notes with Wachovia Bank of Georgia, N.A. (the "Wachovia Notes"). The Wachovia
Notes were in two tranches: the first tranche, aggregating $25,000, will
mature on September 29, 1999; the second tranche, aggregating $25,000 will
mature on September 29, 2001. Both tranches bear interest at 7.15% per annum
(1.10% over the corresponding treasury rate on the date such rate was set).
Proceeds from the issuance of the Wachovia Notes were used to reduce
indebtedness outstanding on the Revolver. The credit agreement for the notes
contain representations, covenants and events of default similar to those
contained in the note agreement for the Revolver.

The aggregate maturities of the above conventional mortgages payable, bond
indebtedness, line of credit and senior unsecured notes (after giving effect to
the refunding of the Post Mill bonds and the Post Canyon bonds and the
extension of the Revolver) are as follows:

<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,605
1997 . . . . . . . . . . . . . . . . . . . . . . . . . 59,188
1998 . . . . . . . . . . . . . . . . . . . . . . . . . 39,015
1999 . . . . . . . . . . . . . . . . . . . . . . . . . 96,100
2000 . . . . . . . . . . . . . . . . . . . . . . . . . 30,000
Thereafter . . . . . . . . . . . . . . . . . . . . . . 93,811
--------
$349,719
========
</TABLE>

INTEREST RATE SWAP AGREEMENTS

During 1992, PPG entered into six interest rate swap agreements with a
financial institution to effectively change the interest cost on certain debt
from fixed to variable rates. The agreements, with a total notional principal
amount aggregating $99,425, were terminated during 1992. At termination, PPG
received payments aggregating $6,782, of which $331 was deferred at December
31, 1995.

INTEREST RATE PROTECTION AGREEMENTS

As discussed in Note 1, the Company used proceeds from the Initial Offering to
purchase certain interest rate protection agreements (aggregate premiums
amounted to $3,265) that will eliminate the Company's exposure to increases in
LIBOR over 3.50% per annum and increases in TENR(R) over 3.00% per annum on its
long-term debt. The agreements provide interest rate protection on variable
rate long-term indebtedness up to $98,295 with maturities from one to 36
months.

The Company is exposed to credit losses in the event of nonperformance by the
counterparties to its interest rate caps and nonderivative financial assets but
has no off-balance sheet credit risk of accounting loss. The Company
anticipates, however, the counterparties will be able to fully satisfy their
obligations under the contracts. The Company does not obtain collateral or
other security to support financial instruments subject to credit risk but
monitors the credit standing of counterparties.

F-14

<PAGE> 54

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

PLEDGED ASSETS

The aggregate net book value at December 31, 1995 of property pledged as
collateral for indebtedness amounted to approximately $267,697.

EXTRAORDINARY ITEM

The extraordinary item for the year ended December 31, 1995 resulted from the
write-off of deferred financing costs on the mortgage debt satisfied.

The extraordinary item for the year ended December 31, 1994 resulted from
mortgage prepayment penalties and defeasance escrow requirements ($4,274), the
administrative costs for bond indebtedness defeased ($485), the write-off of
deferred financing costs on the mortgage debt satisfied ($1,139) and the
recognition of the gain previously deferred ($1,485) from the termination of
the interest rate swap agreements for which the related debt has been repaid or
defeased.

The extraordinary item for the year ended December 31, 1993 resulted from
mortgage prepayment penalties and defeasance escrow requirements ($13,803), the
administrative costs for bond indebtedness defeased ($565), the write-off of
deferred financing costs on the mortgage debt satisfied ($1,763) and the
recognition of the gain previously deferred ($2,503) from the termination of
the interest rate swap agreements for which the related debt has been repaid or
defeased.

4. INCOME TAXES

Prior to the Initial Offering, the entities included in the combined financial
statements were either limited partnerships or S Corporations and were not
subject to Federal and state income taxes. Accordingly, no recognition has
been given to income taxes in the accompanying financial statements of PPG
since the income or loss of the entities were included in the tax returns of
the individual owners. The tax returns of the entities are subject to
examination by Federal and state taxing authorities. If such examinations
result in adjustments to distributive shares of taxable income or loss, the tax
liability of the owners would be adjusted accordingly.

The Company is a partnership and, as a result, all income or losses of the
Partnership are allocated to the partners of the Partnership for inclusion in
their respective income tax returns. Accordingly, no provision or benefit for
income taxes has been made in the accompanying financial statements.

During 1994, Post Services sold three parcels of land. One of the parcels of
land was sold to the Company resulting in an intercompany gain which was
eliminated in the consolidated financial statements. The other two parcels were
sold to a third party resulting in a pre-tax gain of $2,832. As a result of
these transactions, Post Services recorded and paid income tax expense of
$1,338 in the current period. Income tax expense for the period ending December
31, 1994 was determined using current statutory federal and state tax rates.

As of December 31, 1995 the net basis for Federal income tax purposes, taking
into account the special allocation of gain to the partners contributing
property to the Company, exceeded the net assets as reported in the Company's
consolidated financial statements by approximately $167,718.

F-15

<PAGE> 55

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

5. RELATED PARTY TRANSACTIONS

The Company provides landscaping services for executive officers, directors of
PPI and other related parties. For the years ended December 31, 1995, 1994 and
1993, the Company received landscaping fees of $1,758, $1,968 and $660 for such
services. These amounts include reimbursements of direct expenses in the amount
of $1,111, $1,507 and $341, which are not included in landscape services
revenue; accordingly, these transactions resulted in the Company recording
landscape services net fees in excess of direct expenses of $647, $461 and $319
in the accompanying financial statements for the years ended December 31, 1995,
1994 and 1993, respectively.

The Company provides accounting and administrative services to entities
controlled by certain executive officers of PPI. Fees under this arrangement
aggregated $32, $60 and $179 for the years ended December 31, 1995, 1994 and
1993, respectively.

During the year ended December 31, 1995 the Company completed a contract to
assist in the development of an apartment complex being constructed by a former
executive and current shareholder of PPI. Fees under this arrangement were
$317 in 1995 and $140 in 1994.

On May 22, 1995, the Company purchased for a nominal amount the outstanding
capital stock of A.T. Aviation, Inc. ("A.T. Aviation"), an entity formed and
owned by John A. Williams, Chairman of the Board of Directors of PPI, and John
T. Glover, President and a Director of PPI. In connection with the
acquisition, the Company assumed certain obligations of A.T. Aviation. At the
time of the acquisition, A.T. Aviation had entered into a purchase agreement
for a used aircraft, leased certain property improvements related thereto, and
obtained a line of credit in the amount of $7,500 to fund such acquisitions.
In connection with the acquisition, the Company assumed and repaid such line of
credit, which had been guaranteed by such officers, and such line and
guarantees were terminated.

6. EMPLOYEE BENEFIT PLANS

The employees of the Company are participants in a profit sharing plan pursuant
to Section 401 of the Internal Revenue Code. Contributions are made based on a
discretionary amount determined by the Company's management. Contributions, if
any, are allocated to each participant based on the relative compensation of
the participant to the compensation of all participants. Contributions of $145,
$147 and $136 were made in 1995, 1994 and 1993, respectively.

During 1995, PPI adopted the 1995 Non-Qualified Employee Stock Purchase Plan
("ESPP") to encourage stock ownership in PPI by eligible directors of PPI and
employees of the Company. To participate in the ESPP, (i) directors of PPI
must not be employed by the Company or PPI and must have been a member of the
Board of Directors of PPI for at least one month and (ii) an employee must have
been employed full-time by the Company for at least one month. The purchase
price of shares of common stock of PPI under the ESPP is currently equal to 85%
of the lesser of the closing price per share of common stock of PPI on the
first or last day of the trading period, as defined.

PPI has established an Employee Stock Plan (the "Plan") through which key
employees or officers of the Company receive options to acquire common stock of
PPI. Option prices are equal to the market value of PPI's Common Stock at the
date of grant. As a result, no compensation expense has been recognized by the
Company related to the Plan.

F-16

<PAGE> 56

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

7. DIVIDEND REINVESTMENT PLAN

The Dividend Reinvestment Plan ("DRIP") is available to all shareholders of
PPI. Under the DRIP, shareholders may elect for their dividends to be used to
acquire additional shares of PPI's Common Stock directly from PPI, for 95% of
the market price on the date of purchase.

8. COMMITMENTS AND CONTINGENCIES

LAND, OFFICE AND EQUIPMENT LEASES

The Company is party to two ground leases relating to an operating community
with terms expiring in years 2040 and 2043 and to office, equipment and other
operating leases with terms expiring in years 1996 through 2004. Future minimum
lease payments for noncancellable land, office and equipment leases at December
31, 1995 are as follows:

<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,458
1997 . . . . . . . . . . . . . . . . . . . . . . . . . 1,417
1998 . . . . . . . . . . . . . . . . . . . . . . . . . 1,394
1999 . . . . . . . . . . . . . . . . . . . . . . . . . 1,284
2000 . . . . . . . . . . . . . . . . . . . . . . . . . 195
2001 and thereafter . . . . . . . . . . . . . . . . . . 6,923
-------
$12,671
=======
</TABLE>

The Company incurred $2,034, $1,911 and $1,721 of rent expense for the years
ended December 31, 1995, 1994 and 1993, respectively.

CONTINGENCIES

The Company is party to various legal actions which are incidental to its
business. Management believes that these actions will not have a material
adverse affect on the consolidated balance sheets and statements of operations.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosures of estimated fair value were determined by management
using available market information and appropriate valuation methodologies.
Considerable judgment is necessary to interpret market data and develop
estimated fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company could realize on disposition
of the financial instruments. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.

Cash equivalents, rents and landscape service receivables, interest rate
protection agreement, accounts payable, accrued expenses, notes payable and
other liabilities are carried at amounts which reasonably approximate their
fair values.

Disclosure about fair value of financial instruments are based on pertinent
information available to management as of December 31, 1995. Although
management is not aware of any factors that would significantly affect the
reasonable fair

F-17

<PAGE> 57

POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date and current estimates of fair
value may differ significantly from the amounts presented herein.

10. EARNINGS PER UNIT

Earnings (loss) per Unit for income before extraordinary item and net income
(loss) has been computed by dividing income before extraordinary item and net
income (loss) by the weighted average number of Units outstanding. For
purposes of this weighted average calculation, Units issued at the date of the
Initial Offering in connection with the exchange for interests in entities
included in PPG are treated as if such Units were outstanding at the beginning
of the period. Units issued to PPI for subsequent contributions are assumed
outstanding from the date of issuance. The weighted average number of Units
outstanding utilized in the calculations are 23,541,639, 22,125,890 and
13,574,767 for the years ended December 31, 1995, 1994 and 1993, respectively.

The non-recurring transaction expense of $2,783 recognized in the year ended
December 31, 1993 had the effect of reducing earnings per Unit by $.21 based on
the weighted average number of Units outstanding.

The non-recurring extraordinary items recognized in the years ended December
31, 1995, 1994 and 1993 had the effect of reducing earnings per unit by $.05,
$.20 and $1.01, respectively, based on the weighted average number of units
outstanding.

11. SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing activities for the years ended December 31,
1995, 1994 and 1993 are as follows:

(a) As discussed in Note 1, purchase accounting was applied during 1993 to the
acquisition of certain noncontrolled interests resulting in an increase of
$53,763 in the historical cost basis of the related real estate assets.

(b) In conjunction with the Initial Offering and Formation Transactions as
discussed in Note 1, advances due to shareholders and partners in the
amount of $3,426 were exchanged for Units or shares in PPI.

(c) The Company committed to distribute $13,091, $10,094, and $8,744 for the
quarters ended December 31, 1995, 1994 and 1993, respectively.

F-18
<PAGE> 58
POST APARTMENT HOMES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------

12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly financial information for the years ended 1995 and 1994 are as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
----------------------------
FIRST SECOND THIRD FOURTH
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . $33,163 $35,650 $37,480 $38,412
Income before gain on sale of land net of
related income tax, and extraordinary item . 7,965 8,526 8,999 11,181
Gain on sale of land, net of related taxes . . - - 1,746 -
Extraordinary item . . . . . . . . . . . . . . (155) (648) (244) (73)
Net income . . . . . . . . . . . . . . . . . . 7,810 7,878 10,501 11,108
Earnings per Unit: (1)
Income before extraordinary item . . . . . . 0.35 0.37 0.47 0.43
Net income . . . . . . . . . . . . . . . . . 0.35 0.34 0.46 0.43
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
----------------------------
FIRST SECOND THIRD FOURTH
------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . $29,485 $30,819 $31,803 $32,632
Income before gain on sale of land
net of related income tax and
extraordinary item . . . . . . . . . . . . . 5,415 6,492 8,017 7,725
Gain on sale of land, net of related taxes . . - 1,520 (32) 6
Extraordinary item . . . . . . . . . . . . . . (4,413) - - -
Net income . . . . . . . . . . . . . . . . . . 1,002 8,012 7,985 7,731
Earnings per Unit: (1)
Income before extraordinary item . . . . . . 0.26 0.36 0.36 0.34
Net income . . . . . . . . . . . . . . . . . 0.05 0.36 0.36 0.34
</TABLE>

(1) The total of the four quarterly amounts for earnings per Unit may
not equal the total for the years. These differences result from
the use of a weighted average to compute average number of Units
outstanding.

F-19
<PAGE> 59

SCHEDULE III

POST APARTMENT HOMES, L.P.
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
(Dollars in thousands)

<TABLE>
<CAPTION>
GROSS AMOUNT AT WHICH
INITIAL COSTS COSTS CARRIED AT CLOSE OF PERIOD
----------------------- CAPITALIZED ----------------------------------
RELATED BUILDING AND SUBSEQUENT BUILDING AND
ENCUMBRANCES LAND IMPROVEMENTS TO ACQUISITON LAND IMPROVEMENTS TOTAL(1)
------------ ---- ------------ ------------- ---- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
ATLANTA, GEORGIA

Post Ashford $9,895(2) $1,906 $ - $7,405 $1,906 $7,405 $9,311
Post Bridge 9,960(2) 868 - 10,749 868 10,749 11,617
Post Brook 4,300(2) 584 - 3,545 584 3,545 4,129
Post Brookhaven 25,100 7,921 - 29,988 7,921 29,988 37,909
Post Canyon 16,845(2) 931 - 15,271 931 15,271 16,202
Post Chase 12,000(2) 1,438 - 13,800 1,438 13,800 15,238
Post Chastain - 6,352 - 37,654 6,779 37,227 44,006
Post Collier Hills - 6,487 - 1,483 6,487 1,483 7,970
Post Corners 14,760(2) 1,473 - 13,345 1,473 13,345 14,818
Post Court 13,298(2) 1,769 - 15,510 1,769 15,510 17,279
Post Crest - 4,733 - 12,322 4,733 12,322 17,055
Post Crossing - 3,951 - 19,275 3,951 19,275 23,226
Post Dunwoody - 4,917 - 24,131 4,917 24,131 29,048
Post Lane - 1,512 - 7,940 2,067 7,385 9,452
Post Lenox Park - 3,132 - 10,526 3,132 10,526 13,658
Post Mill 9,016(2) 915 - 11,034 915 11,034 11,949
Post Oak - 2,028 - 8,055 2,028 8,055 10,083
Post Oglethorpe - 3,662 - 16,741 3,662 16,741 20,403
Post Park - 6,253 - 38,647 8,830 36,070 44,900
Post Parkwood - 1,331 - 7,231 1,331 7,231 8,562
Post Peachtree Hills - 4,215 - 13,441 4,857 12,799 17,656
Post Pointe - 2,417 - 15,190 3,027 14,580 17,607
Post Renaissance 14,400 - - 19,250 - 19,250 19,250
Post River 5,941 1,011 - 9,349 1,011 9,349 10,360
Post Summit 5,376 1,575 - 6,013 1,575 6,013 7,588
Post Terrace - 4,131 - 8,840 4,131 8,840 12,971
Post Valley 18,600(2) 1,117 - 17,024 1,117 17,024 18,141
Post Vinings - 4,322 - 20,989 5,668 19,643 25,311
Post Village
The Arbors 7,728 384 - 15,466 774 15,076 15,850
The Fountains and The Meadows -(2) 611 - 32,961 907 32,665 33,572
The Gardens 14,500(2) 187 - 24,450 348 24,289 24,637
The Hills 7,000(2) 91 - 11,800 165 11,726 11,891
Post Walk 15,000(2) 2,370 - 12,527 2,370 12,527 14,897
Post Woods - 1,378 - 21,691 3,041 20,028 23,069

CHARLOTTE, NORTH CAROLINA
Post Park at Phillips Place - 4,685 - 357 4,685 357 5,042
</TABLE>

<TABLE>
<CAPTION>
DEPRECIABLE
ACCUMULATED DATE OF DATE LIVES
DEPRECIATION CONSTRUCTION ACQUIRED YEARS
------------ ------------ -------- -----------
<S> <C> <C> <C> <C>
ATLANTA, GEORGIA
Post Ashford $2,320 4/86- 6/87 6/87 5 - 40 Years
Post Bridge 3,604 9/84-12/86 9/84 5 - 40 Years
Post Brook 1,490 8/83- 7/84 8/83 5 - 40 Years
Post Brookhaven 6,314 7/89-12/92 3/89 5 - 40 Years
Post Canyon 5,498 4/84- 4/86 10/81 5 - 40 Years
Post Chase 4,448 6/85- 4/87 6/85 5 - 40 Years
Post Chastain 8,084 6/88-10/90 6/88 5 - 40 Years
Post Collier Hills - 10/95(4) 6/95 -
Post Corners 4,695 8/84- 4/86 8/84 5 - 40 Years
Post Court 4,616 6/86 -4/88 12/85 5 - 40 Years
Post Crest 2 9/95(4) 10/94 5 - 40 Years
Post Crossing 222 4/94- 8/95 11/93 5 - 40 Years
Post Dunwoody 2,423 11/88(4) 12/84&8/94(5) 5 - 40 Years
Post Lane 1,951 4/87 -5/88 1/87 5 - 40 Years
Post Lenox Park 249 3/94- 5/95 3/94 5 - 40 Years
Post Mill 4,167 5/83- 5/85 5/81 5 - 40 Years
Post Oak 821 9/92-12/93 9/92 5 - 40 Years
Post Oglethorpe 616 3/93-10/94 3/93 5 - 40 Years
Post Park 8,370 6/87- 9/90 6/87 5 - 40 Years
Post Parkwood 87 7/94- 8/95 6/94 5 - 40 Years
Post Peachtree Hills 1,030 2/92- 9/94 2&11/92(5) 5 - 40 Years
Post Pointe 4,064 4/87-12/88 12/86 5 - 40 Years
Post Renaissance 2,068 7/91-12/94 6/91&1/94(5) 5 - 40 Years
Post River 1,752 9/90- 1/92 7/90 5 - 40 Years
Post Summit 1,492 1/90-12/90 1/90 5 - 40 Years
Post Terrace 1 10/94(4) 3/94 5 - 40 Years
Post Valley 4,968 3/86-4/88 12/85 5 - 40 Years
Post Vinings 4,469 5/88-9/91 5/88 5 - 40 Years
Post Village
The Arbors 4,132 4/82-10/83 3/82 5 - 40 Years
The Fountains and The Meadows 7,851 8/85- 5/88 8/85 5 - 40 Years
The Gardens 5,578 6/88- 7/89 5/84 5 - 40 Years
The Hills 3,100 5/84- 4/86 4/83 5 - 40 Years
Post Walk 3,852 3/86- 8/87 6/85 5 - 40 Years
Post Wods 6,519 3/76- 9/83 6/76 5 - 40 Years

CHARLOTTE, NORTH CAROLINA
Post Park at Phillips Place - 1/96(4) 11/95 -
</TABLE>

<PAGE> 60

GROSS AMOUNT AT WHICH
INITIAL COSTS COSTS CARRIED AT CLOSE OF PERIOD
--------------------- CAPITALIZED ------------------------------------------------
RELATED BUILDING AND SUBSEQUENT BUILDING AND
ENCUMBRANCES LAND IMPROVEMENTS TO ACQUISITION LAND IMPROVEMENTS TOTAL (1)
------------ ----- ------------ -------------- ---------- ------------------- --------
FLORIDA
<S> <C> <C> <C> <C> <C> <C> <C>
Post Bay - 2,203 - 13,258 2,573 12,888 15,461
Post Court - 2,083 - 9,532 2,083 9,532 11,615
Post Crossing - 5,480 - 19,466 5,764 19,182 24,946
Post Fountains - (2) 3,856 - 19,441 3,856 19,441 23,297
Post Gardens - 2,963 - 9,514 2,963 9,514 12,477
Post Hyde Park - 3,498 - 15,096 3,498 15,096 18,594
Post Lake - (2) 6,113 - 29,476 6,724 28,865 35,589
Post Rocky Point - 4,634 - 22,254 4,634 22,254 26,888
Post Village
The Arbors - 2,063 - 13,594 2,446 13,211 15,657
The Lakes - 2,813 - 15,490 3,387 14,916 18,303
The Oaks - 3,229 - 15,115 3,855 14,489 18,344

NASHVILLE, TENNESSEE
Post Green Hills - 2,464 - 12,579 2,464 12,579 15,043

NORTHERN VIRGINIA
Post Corners at
Trinity Centre - 4,404 - 22,650 4,404 22,650 27,054
Post Forest - 8,590 - 23,295 9,106 22,779 (3) 31,885

MISCELLANEOUS
INVESMENTS - 12,395 - 5,719 12,395 5,719 18,114
-------- -------- ------- -------- -------- -------- --------
TOTAL $203,719 $157,445 $ - $780,479 $169,550 $768,374 $937,924
======== ======== ======= ======== ======== ======== ========

<CAPTION>
DEPRECIABLE
ACCUMULATED DATE OF DATE LIVES
FLORIDA DEPRECIATION CONSTRUCTION ACQUIRED YEARS
-------------- ------------ -------- -------------
<S> <C> <C> <C> <C>
Post Bay 3,515 5/87-12/88 5/87 5 - 40 Years
Post Court 2,261 4/90-5/91 10/87 5 - 40 Years
Post Crossing 4,846 6/87-9/89 6/87 5 - 40 Years
Post Fountains 5,682 12/85-3/88 12/85 5 - 40 Years
Post Gardens 2,402 6/88-7/89 4/87 5 - 40 Years
Post Hyde Park - 9/94 (4) 7/94 -
Post Lake 8,200 11/85-3/88 10/85 5 - 40 Years
Post Rocky Point 1 4/94 (4) 2/94 5 - 40 Years
Post Village
The Arbors 2,237 6/90-12/91 11/90 5 - 40 Years
The Lakes 4,101 7/88-12/89 5/88 5 - 40 Years
The Oaks 2,982 11/89-7/91 12/89 5 - 40 Years

NASHVILLE, TENNESSEE
Post Green Hills - 9/94 (4) 7/94 -

NORTHERN VIRGINIA
Post Corners at
Trinity Centre 2 6/94 (4) 6/94 5 - 40 Years
Post Forest 5,986 1/89-12/90 3/88 5 - 40 Years

MISCELLANEOUS
INVESMENTS 3,756
--------
TOTAL $156,824
========
</TABLE>

(1) The aggregate cost for Federal income tax purposes to PPI was
approximately $1,041,000 at December 31, 1995, taking into account the
special allocation of gain to the partners contributing property to the
Company.
(2) These properties sere as collateral for the Federal National Mortgage
Association credit enhancement.
(3) Balance includes an allowance for possible loss of $3,700 which was taken
in prior years.
(4) Construction still in process as of December 31, 1995.
(5) Additional land was acquired for construction of a second phase.

- ----------
A summary of activity for real estate investments and accumulated depreciation
is as follows.

Year Ended December 31,
-------------------------------------
1995 1994 1993
-------- -------- ----------
<S> <C> <C> <C>
Real estate investments:
Balance at beginning of year $828,585 $722,266 $616,289
Purchase of minority interests in certain property partnerships 10,149 - 75,773 (1)
Improvements 127,150 106,319 30,204
Disposition of property (27,960) - -
-------- -------- --------
Balance at end of year $937,924 $828,585 $722,266
======== ======== ========
Accumulated depreciation:
Balance at beginning of year $142,576 $122,368 $102,638
Depreciation 20,681 (2) 20,208 19,730
Depreciation on disposed property (6,433) - -
-------- -------- --------
Balance at end of year $156,824 $142,576 $122,368
========= ======== ========
</TABLE>

[1] Amount represents increase in basis due to purchase method of accounting
for minority interest acquired in operating partnerships at the time of
the Initial Offering.
[2] Depreciation expense in the Consolidated Statements of Operations,
includes $138 of depreciation expense on other assets.

<PAGE> 61

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No.1 to Form 10 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia on the 17th day of June, 1996.

POST APARTMENT HOMES, L.P.

By: Post Properties, Inc., as General Partner

By: John T. Glover
----------------------------------------
John T. Glover
President

<PAGE> 62

EXHIBIT INDEX

Certain of the exhibits required by Item 601 of Regulation S-K have been filed
with previous reports by PPI and are herein incorporated by reference thereto.

The Registrant agrees to furnish a copy of all agreements relating to long-term
debt upon request of the Commission.

<TABLE>
<CAPTION>
Exhibit Sequentially
No. Exhibit Numbered Page
- ------- ------- -------------
<S> <C>
4.1 Amended and Restated Agreement of Limited Partnership of Post
Apartment Homes, L.P. (incorporated by reference to Exhibit 10.1 to
the Registration Statement on Form S-11 (File No. 33-71650), as
amended, of the General Partner)

10.1 Credit Agreement dated as of February 1,1995 among Post Apartment
Homes, L.P., Wachovia Bank of Georgia, N.A., as administrative agent,
First Union National Bank of Georgia, as Co-Agent, and the banks
listed on the signature pages thereto (the "Credit Agreement")
(incorporated by reference to Exhibit 10.20 of the General Partner's
Annual Report on Form 10-K for the year ended December 31, 1995).

10.2 First Amendment to Credit Agreement and Release of Subsidiary
Guarantors dated July 26, 1995 (incorporated by reference to Exhibit
10.21 of the General Partner's Annual Report on Form 10-K for the
year ended December 31, 1995).

10.3 Second Amendment to Credit Agreement dated October 27, 1995
(incorporated by reference to Exhibit 10.22 of the General Partner's
Annual Report on Form 10-K for the year ended December 31, 1995).

10.4 Third Amendment to Credit Agreement dated February 29, 1996
(incorporated by reference to Exhibit 10.23 of the General Partner's
Annual Report on Form 10-K for the year ended December 31, 1995).

10.5 Noncompetition Agreement between PPI, the Company and John A.
Williams (incorporated by reference to Exhibit 10.4 of the General
Partner's Registration Statement on Form S-11 (SEC File No. 33-
61936), as amended).

10.6 Noncompetition Agreement between PPI, the Company and John T. Glover
(incorporated by reference to Exhibit 10.5 of the General Partner's
Registration Statement on Form S-11 (SEC File No. 33-61936), as
amended).

10.7 Employment Agreement between the Company and John A. Williams
(incorporated by reference to Exhibit 10.24 of the General Partner's
Registration Statement on Form S-11 (SEC File No. 33-61936), as
amended).

10.8 Employment Agreement between the Company and John T. Glover
(incorporated by reference to Exhibit 10.25 of the General Partner's
Registration Statement on Form S-11 (SEC File No. 33-61936), as
amended).
</TABLE>
<PAGE> 63

<TABLE>
<CAPTION>
Exhibit Sequentially
No. Exhibit Numbered Page
- ------- ------- -------------

<S> <C>
10.9 Employment Agreement between Post Services, Inc. and John A. Williams
(incorporated by reference to Exhibit 10.26 of the General Partner's
Registration Statement on Form S-11 (SEC File No. 33-61936), as
amended).

10.10 Employment Agreement between Post Services, Inc. and John T. Glover
(incorporated by reference to Exhibit 10.27 of the General Partner's
Registration Statement on Form S-11 (SEC File No. 33-61936), as
amended).

10.11 Option and Transfer Agreement among the Company, Post Services, Inc.,
John A. Williams and John T. Glover (incorporated by reference to
Exhibit 10.8 of the General Partner's Registration Statement on Form
S-11 (SEC File No. 33-61936), as amended).
10.12 Promissory Note made by Post Services, Inc. in favor of RAM Partners,
Inc. (incorporated by reference to Exhibit 10.9 of the General
Partner's Registration Statement on Form S-11 (SEC File No. 33-
61936), as amended).

10.13 Form of Option Agreement entered into between the Company and the
owners of four parcels of undeveloped land (incorporated by reference
to Exhibit 10.15 of the General Partner's Registration Statement on
Form S-11 (SEC File No. 33-61936), as amended).

10.14 Form of General Partner Exchange Agreement (incorporated by reference
to Exhibit 10.22 of the General Partner's Registration Statement on
Form S-11 (SEC File No. 33-61936), as amended).

21.1 List of Subsidiaries.

99.1* Item 2. Properties, pages 7 through 9 from the General Partner's
Annual Report on Form 10-K/A for the year ended December 31, 1995.

99.2* Item X. Executive Officers of the Registrant, pages 10 through 12
from the General Partner's Annual Report on Form 10-K/A for the year
ended December 31, 1995.

99.3* Item 11. Executive Compensation, page 32 from the General Partner's
Annual Report on Form 10-K/A for the year ended December 31, 1995.

99.4* Item 13. Certain Relationships and Related Transactions, page 32
from the General Partner's Annual Report on Form 10-K/A for the year
ended December 31, 1995.
</TABLE>

- ----------------
* Filed herewith

<PAGE> 1

EXHIBIT 21.1

<TABLE>
<CAPTION>
Jurisdiction Other Name(s) Under
of Which Subsidiary
Name of Subsidiary Organization Does Business
- ------------------ ------------ -----------------------
<S> <C> <C>
Post Services, Inc. Georgia N/A

RAM Partners, Inc. Georgia N/A

Post Asset Management, Inc. Georgia N/A

Post Landscape Services, Inc. Georgia N/A

A.T. Aviation, Inc. Georgia N/A

Cumberland Lake, Inc. Georgia N/A

Rocky Point Management, Inc. Georgia N/A

Post Development Services
Limited Partnership Georgia N/A

</TABLE>

<PAGE> 1

EXHIBIT 99.1

ITEM 2. PROPERTIES

The Communities consist of stabilized Post(R) multifamily apartment communities
located in the following metropolitan areas:

<TABLE>
<CAPTION>
METROPOLITAN AREA COMMUNITIES # OF UNITS % OF TOTAL
----------------- ----------- ---------- ----------
<S> <C> <C> <C>
Atlanta, GA . . . . . . . . . . . . . . . . . . . . 32 11,214 75.0%
Tampa, FL . . . . . . . . . . . . . . . . . . . . . 5 1,540 10.3%
Orlando, FL . . . . . . . . . . . . . . . . . . . . 2 1,248 8.3%
Pompano Beach, FL . . . . . . . . . . . . . . . . . 1 416 2.8%
Fairfax, VA . . . . . . . . . . . . . . . . . . . . 1 364 2.4%
Boca Raton, FL . . . . . . . . . . . . . . . . . . 1 180 1.2%
---- ------ -----
42 14,962 100.0%
==== ====== =====
</TABLE>

The Company developed and currently manages all of the Communities.
Twenty-eight of the Communities have in excess of 300 apartment units, with
the largest Community having a total of 770 apartment units. The oldest of the
Communities was first occupied in 1977 and 37 of the 42 Communities, comprising
approximately 90% of such Communities' apartment units, were completed after
January 1, 1986. The average economic occupancy rate for communities stabilized
for each of the entire years ended December 31, 1995 and 1994 was 96.0% and
96.5% respectively. The average monthly rental rate per unit (stabilized
communities) during 1995 and 1994 was $710 and $668, respectively. See
"Selected Financial Information".

<PAGE> 2

<TABLE>
<CAPTION>
COMMUNITY INFORMATION
DECEMBER
1995
AVERAGE 1995
AVERAGE RENTAL AVERAGE
YEAR UNIT SIZE NUMBER OF RATES ECONOMIC
COMMUNITY LOCATION(1) ZIP CODE COMPLETED (SQUARE FEET) UNITS PER UNIT OCCUPANCY(2)
- ----------------------------- ----------- -------- --------- ------------ ----- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
GEORGIA
Post Ashford . . . . . . . . Atlanta 30319 1987 872 222 $743 97.1%
Post Bridge . . . . . . . . . Atlanta 30067 1986 847 354 631 98.3%
Post Brook . . . . . . . . . Atlanta 30033 1984 916 130 736 96.0%
Post Brookhaven . . . . . . . Atlanta 30319 1990-92 (3) 991 735 898 96.8%
Post Canyon . . . . . . . . . Atlanta 30350 1986 899 494 678 95.8%
Post Chase . . . . . . . . . Atlanta 30084 1987 938 410 673 97.0%
Post Chastain . . . . . . . . Atlanta 30342 1990 965 558 936 95.9%
Post Corners . . . . . . . . Atlanta 30092 1986 860 460 653 97.0%
Post Court . . . . . . . . . Atlanta 30136 1988 838 446 659 97.5%
Post Crossing . . . . . . . . Atlanta 30346 1995 1,067 354 1,004 N/A (4)
Post Dunwoody . . . . . . . . Atlanta 30328 1989 941 202 764 95.4% (6)
Post Lane . . . . . . . . . . Atlanta 30067 1988 840 166 686 97.7%
Post Lenox Park . . . . . . . Atlanta 30319 1995 1,030 206 987 N/A (4)
Post Mill . . . . . . . . . . Atlanta 30067 1985 952 398 681 96.9%
Post Oak . . . . . . . . . . Atlanta 30324 1993 1,003 182 896 98.8%
Post Oglethorpe . . . . . . . Atlanta 30319 1994 1,205 250 1,182 97.9%
Post Park . . . . . . . . . . Atlanta 30341 1988-90 (3) 904 770 772 96.0%
Post Parkwood . . . . . . . . Atlanta 30339 1995 1,071 125 889 N/A (4)
Post Peachtree Hills . . . . Atlanta 30305 1992-94 (3) 982 300 916 98.7%
Post Pointe . . . . . . . . . Atlanta 30083 1988 835 360 628 96.1%
Post Renaissance(5) . . . . . Atlanta 30308 1992-94 (3) 890 342 855 93.7% (6)
Post River . . . . . . . . . Atlanta 30339 1991 983 125 1,132 96.2%
Post Summit . . . . . . . . . Atlanta 30033 1990 957 148 785 96.3%
Post Valley . . . . . . . . . Atlanta 30080 1988 854 496 628 98.7%
Post Village . . . . . . . . Atlanta 30030 906 687 96.2%
The Arbors . . . . . . . . 1983 1,063 301
The Fountains . . . . . . . 1987 850 352
The Gardens . . . . . . . . 1986 891 494
The Hills . . . . . . . . . 1984 953 241
The Meadows . . . . . . . . 1988 817 350
Post Vinings . . . . . . . . Atlanta 30080 1989-91 (3) 964 403 759 96.7%
Post Walk . . . . . . . . . . Atlanta 30033 1987 932 346 768 98.0%
Post Woods . . . . . . . . . Atlanta 30339 1977-83 (3) 1,057 494 783 97.8%
----- ------ --- ----
Subtotal -- Atlanta . . . . 935 11,214 771 96.6%
----- ------ --- ----
FLORIDA
Post Bay . . . . . . . . . . Tampa 33716 1988 782 312 639 95.0%
Post Court . . . . . . . . . Tampa 34625 1991 1,018 228 740 92.0%
Post Crossing . . . . . . . . Pompano 33069 1989 847 416 764 92.8%
Post Fountains . . . . . . . Orlando 32822 1988 835 508 582 93.7%
Post Gardens . . . . . . . . Boca Raton 33433 1989 956 180 853 92.3%
Post Lake . . . . . . . . . . Orlando 32703 1988 850 740 605 96.4%
Post Village . . . . . . . . Tampa 33614 941 707 94.2%
The Arbors . . . . . . . . 1991 967 304
The Lakes . . . . . . . . . 1989 895 360
The Oaks . . . . . . . . . 1991 968 336
----- ------ --- ----
Subtotal -- Florida . . . . 885 3,384 677 94.2%
----- ------ --- ----
VIRGINIA
Post Forest . . . . . . . . . Fairfax 22030 1990 889 364 873 93.8%
----- ------ --- ----
TOTAL . . . . . . . . . . 923 14,962 752 96.0%
===== ====== === ====
- ----------
</TABLE>

(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 dates represent the respective completion dates for multiple
phases of a Community.
(4) During 1995, this Community was in the lease-up phase and, therefore,
is not included.
(5) The Company has a leasehold interest in the land underlying Post
Renaissance pursuant to a ground lease that expires on January 1, 2040.
(6) Represents amounts only for the first phase of the Community since the
second phase of this Community was in the lease-up phase during the
year ended December 31, 1995.

<PAGE> 3

POST PROPERTIES, INC.
COMMUNITY AMENITY SUMMARY

<TABLE>
<CAPTION>
COMMUNITY/APARTMENT AMENITIES
-----------------------------
CONTROLLED PATIO, PORCH WASHER
ACCESS GUEST COVERED BALCONY OR + DRYER
COMMUNITY LOCATION UNITS ENTRY GATE APT. GARAGES SUN ROOM HOOK-UPS
- --------- -------- ----- ---------- ---- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Atlanta, Georgia
The Arbors of Post Village*........ Atlanta 301 Yes No 6 300 (100%) 260 (87%)
The Fountains of Post Village*..... Atlanta 352 Yes Yes 207 52 (100%) 162 (46%)
The Gardens of Post Village*....... Atlanta 494 Yes No 10 494 (100%) 268 (54%)
The Hills of Post Village*......... Atlanta 241 Yes No 8 240 (100%) 160 (67%)
The Meadows of Post Village*....... Atlanta 350 Yes No 20 350 (100%) 146 (42%)
Post Ashford....................... Atlanta 222 Yes No 17 222 (100%) 122 (55%)
Post Bridge........................ Atlanta 354 Yes No 20 354 (100%) 166 (47%)
Post Brook......................... Atlanta 130 Yes No 35 130 (100%) 80 (62%)
Post Brookhaven.................... Atlanta 735 Yes Yes 547 35 (100%) 637 (87%)
Post Canyon........................ Atlanta 494 Yes No 264 94 (100%) 284 (57%)
Post Chase......................... Atlanta 410 Yes Yes 374 10 (100%) 270 (56%)
Post Chastain...................... Atlanta 558 Yes Yes 452 558 (100%) 408 (73%)
Post Corners....................... Atlanta 460 Yes No 26 60 (100%) 242 (53%)
Post Court......................... Atlanta 446 Yes Yes 39 446 (100%) 266 (60%)
Post Crossing...................... Atlanta 354 Yes No 15 354 (100%) 322 90%
Post Dunwoody...................... Atlanta 202 Yes Yes 152 02 (100%) 168 (83%)
Post Lane.......................... Atlanta 166 Yes No 18 166 (100%) 134 (81%)
Post Lenox Park.................... Atlanta 206 Yes No 12 206 (100%) 192 (93%)
Post Mill.......................... Atlanta 398 Yes No 0 398 (100%) 258 (65%)
Post Oak........................... Atlanta 182 Yes No 21 182 (100%) 154 (85%)
Post Oglethorpe***................. Atlanta 250 Yes No 250 250 (100%) 250 (100%)
Post Park.......................... Atlanta 770 Yes Yes 53 770 (100%) 634 (82%)
Post Parkwood...................... Atlanta 125 Yes No 18 125 (100%) 101 (80%)
Post Peachtree Hills............... Atlanta 300 Yes Yes 22 300 (100%) 244 (81%)
Post Pointe........................ Atlanta 360 Yes No 38 360 (100%) 260 (72%)
Post Renaissance................... Atlanta 342 Yes Yes 345 342 (100%) 252 (74%)
Post River......................... Atlanta 125 Yes Yes 205 125 (100%) 90 (72%)
Post Summit........................ Atlanta 148 Yes No 10 148 (100%) 124 (84%)
Post Valley........................ Atlanta 496 Yes No 34 496 (100%) 324 (65%)
Post Vinings....................... Atlanta 403 Yes Yes 35 403 (100%) 323 (80%)
Post Walk.......................... Atlanta 346 Yes No 27 346 (100%) 214 (62%)
Post Woods......................... Atlanta 494 Yes No 11 494 (100%) 434 (88%)

Florida
The Arbors at Post Village*........ Tampa 304 Yes No 39 304 (100%) 240 (79%)
The Lakes at Post Village*......... Tampa 360 Yes Yes 8 360 (100%) 252 (70%)
The Oaks at Post Village*.......... Tampa 336 Yes No 40 336 (100%) 264 (79%)
Post Bay........................... Tampa 312 Yes Yes 5 312 (100%) 192 (62%)
Post Court......................... Tampa 228 Yes Yes 60 228 (100%) 204 (89%)
Post Crossing...................... Pompano 416 Yes Yes 127 416 (100%) 300 (72%)
Post Fountains..................... Orlando 508 Yes Yes 11 508 (100%) 296 (58%)
Post Gardens....................... Boca Raton 180 Yes No 23 180 (100%) 140 (78%)
Post Lake.......................... Orlando 740 Yes Yes 12 740 (100%) 448 (61%)

Northern, Virginia
Post Forest........................ Fairfax 364 Yes Yes 52 364 (100%) 324 (89%)
</TABLE>

<TABLE>
<CAPTION>
RECREATIONAL AMENITIES
----------------------
VAULTED ACTIVITY SWIMMING FITNESS
LOCATION FIREPLACE CEILINGS ROOM POOL(S)+ CENTER(S) JACUZZI
-------- --------- --------- ---- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Atlanta, Georgia
The Arbors of Post Village*........ Atlanta 102 (34%) 24 (8%) Yes Yes(1) Yes No
The Fountains of Post Village*..... Atlanta 25 (7%) 39 (11%) Yes Yes(1) Yes No
The Gardens of Post Village*....... Atlanta 84 (17%) 0 (0%) Yes Yes(3) Yes No
The Hills of Post Village*......... Atlanta 48 (20%) 0 (0%) Yes Yes(1) Yes No
The Meadows of Post Village*....... Atlanta 25 (11%) 56 (25%) Yes Yes(1) Yes Yes
Post Ashford....................... Atlanta 44 (20%) 40 (18%) No Yes(1) No No
Post Bridge........................ Atlanta 46 (13%) 0 (0%) Yes Yes(1) Yes Yes
Post Brook......................... Atlanta 0 (0%) 0 (0%) No Yes(1) No No
Post Brookhaven.................... Atlanta 74 (10%) 0 (0%) Yes Yes(3) Yes No
Post Canyon........................ Atlanta 80 (16%) 0 (0%) Yes Yes(3) Yes Yes
Post Chase......................... Atlanta 41 (10%) 0 (0%) Yes Yes(1) Yes Yes
Post Chastain...................... Atlanta 58 (10%) 148 (27%) Yes Yes(2) Yes Yes
Post Corners....................... Atlanta 74 (16%) 0 (0%) Yes Yes(2) Yes Yes
Post Court......................... Atlanta 31 (7%) 40 (9%) Yes Yes(2) Yes No
Post Crossing...................... Atlanta 61 (6%) 156 (44%) Yes Yes(1) Yes No
Post Dunwoody...................... Atlanta 8 (4%) 4 (22%) No Yes(1) Yes No
Post Lane.......................... Atlanta 0 (0%) 65 (39%) No Yes(1) No No
Post Lenox Park.................... Atlanta 27 (13%) 60 (29%) No Yes(1) Yes No
Post Mill.......................... Atlanta 64 (16%) 0 (0%) Yes Yes(3) Yes No
Post Oak........................... Atlanta 18 (10%) 48 (26%)** Yes Yes(1) Yes No
Post Oglethorpe***................. Atlanta 56 (22%) 125 (50%) Yes Yes(1) Yes No
Post Park.......................... Atlanta 77 (10%) 169 (22%) Yes Yes(3) Yes No
Post Parkwood...................... Atlanta 16 (12%) 36 (28%) Yes Yes(1) Yes No
Post Peachtree Hills............... Atlanta 30 (10%) 72 (24%)** Yes Yes(2) Yes No
Post Pointe........................ Atlanta 0 (0%) 128 (36%) Yes Yes(1) Yes Yes
Post Renaissance................... Atlanta 33 (10%) 84 (25%)** Yes Yes(2) Yes No
Post River......................... Atlanta 30 (24%) 21 (17%)** Yes Yes(1) Yes No
Post Summit........................ Atlanta 20 (14%) 36 (24%)** No Yes(1) Yes No
Post Valley........................ Atlanta 24 (5%) 20 (4%) Yes Yes(2) Yes No
Post Vinings....................... Atlanta 58 (14%) 104 (26%) Yes Yes(2) Yes No
Post Walk.......................... Atlanta 35 (10%) 48 (14%) Yes Yes(1) Yes No
Post Woods......................... Atlanta 40 (8%) 0 (0%) Yes Yes(2) Yes No

Florida
The Arbors at Post Village*........ Tampa 24 (8%) 88 (29%) No Yes(1) Yes No
The Lakes at Post Village*......... Tampa 0 (0%) 104 (29%) Yes Yes(1) Yes Yes
The Oaks at Post Village*.......... Tampa 20 (6%) 96 (29%) No Yes(1) No No
Post Bay........................... Tampa 0 (0%) 69 (22%) No Yes(1) Yes Yes
Post Court......................... Tampa 50 (22%) 68 (30%) No Yes(1) Yes No
Post Crossing...................... Pompano 0 (0%) 146 (35%) Yes Yes(2) Yes Yes
Post Fountains..................... Orlando 31 (6%) 56 (11%) Yes Yes(2) Yes Yes
Post Gardens....................... Boca Raton 0 (0%) 56 (31%) No Yes(1) Yes Yes
Post Lake.......................... Orlando 44 (6%) 104 (14%) Yes Yes(2) Yes Yes

Northern, Virginia
Post Forest........................ Fairfax 277 (76%) 113 (31%) Yes Yes(1) Yes Yes
</TABLE>

PICNIC CAR TENNIS VOLLEY
LOCATION AREA(S)+ WASH(ES)+ COURT(S)+ BALL OTHER
-------- ------- --------- --------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Atlanta, Georgia
The Arbors of Post Village*........ Atlanta Yes(7) Yes(1) Yes(2) No nature preserve, jogging trail
The Fountains of Post Village*..... Atlanta Yes(3) Yes(1) Yes(3) No nature preserve, jogging trail
The Gardens of Post Village*....... Atlanta Yes(7) Yes(2) Yes(3) No nature preserve, jogging trail
The Hills of Post Village*......... Atlanta Yes(5) Yes(1) Yes(2) No nature preserve, jogging trail
The Meadows of Post Village*....... Atlanta Yes(6) Yes(1) Yes(2) No nature preserve, jogging trail
Post Ashford....................... Atlanta Yes(3) Yes(1) Yes(1) No
Post Bridge........................ Atlanta Yes(4) Yes(1) Yes(2) No
Post Brook......................... Atlanta Yes(4) Yes(1) Yes(1) No
Post Brookhaven.................... Atlanta Yes(17) Yes(4) Yes(4) No
Post Canyon........................ Atlanta Yes(7) Yes(2) Yes(3) No
Post Chase......................... Atlanta Yes(6) Yes(2) Yes(2) Yes
Post Chastain...................... Atlanta Yes(6) Yes(2) Yes(2) No nature preserve
Post Corners....................... Atlanta Yes(5) Yes(2) Yes(3) No
Post Court......................... Atlanta Yes(6) Yes(2) Yes(2) No
Post Crossing...................... Atlanta Yes(5) Yes(1) Yes(2) No urban chess
Post Dunwoody...................... Atlanta Yes(4) Yes(1) Yes(1) No nature preserve, jogging trail
Post Lane.......................... Atlanta Yes(3) Yes(1) Yes(1) No
Post Lenox Park.................... Atlanta Yes(5) Yes(6) Yes(1) No
Post Mill.......................... Atlanta Yes(9) Yes(1) Yes(2) No
Post Oak........................... Atlanta Yes(3) Yes(1) Yes(1) No urban vegetable garden
Post Oglethorpe***................. Atlanta Yes(6) Yes(1) Yes(2) No
Post Park.......................... Atlanta Yes(12) Yes(4) Yes(4) No
Post Parkwood...................... Atlanta Yes(3) Yes(1) Yes(6) No
Post Peachtree Hills............... Atlanta Yes(5) Yes(2) Yes(2) Yes urban vegetable garden
Post Pointe........................ Atlanta Yes(7) Yes(1) Yes(2) No nature preserve, lake
Post Renaissance................... Atlanta Yes(10) Yes(1) Yes(1) No boccie ball courts(2)
Post River......................... Atlanta Yes(3) No No No
Post Summit........................ Atlanta Yes(3) Yes(1) Yes(1) No croquet lawn
Post Valley........................ Atlanta Yes(7) Yes(2) Yes(3) No
Post Vinings....................... Atlanta Yes(9) Yes(2) Yes(2) Yes
Post Walk.......................... Atlanta Yes(6) Yes(2) Yes(2) No
Post Woods......................... Atlanta Yes(12) Yes(2) Yes(3) No jogging trail, lakes(2)

Florida
The Arbors at Post Village*........ Tampa Yes(3) Yes(2) Yes(1) No nature preserve, jogging trail
The Lakes at Post Village*......... Tampa Yes(5) Yes(3) Yes(2) Yes nature preserve, jogging trail
The Oaks at Post Village*.......... Tampa Yes(3) No No Yes nature preserve, jogging trail
Post Bay........................... Tampa Yes(3) Yes(1) No Yes
Post Court......................... Tampa Yes(4) Yes(1) Yes(1) Yes
Post Crossing...................... Pompano Yes(3) Yes(1) Yes(2) Yes lake, video rental, jogging trail
Post Fountains..................... Orlando Yes(6) Yes(3) Yes(2) Yes
Post Gardens....................... Boca Raton Yes(2) Yes(1) No Yes
Post Lake.......................... Orlando Yes(8) Yes(3) Yes(4) Yes

Northern, Virginia
Post Forest........................ Fairfax Yes(4) Yes(2) Yes(2) No jogging trail
</TABLE>

__________

+ Number in parentheses represents the number of the
recreational amenity located at a particular Community.
* The respective properties within the Post Village apartment
communities in Atlanta and Tampa share certain recreational
amenities.
** Not vaulted, but raised ceilings.
*** All units are carriage homes with attached one or two car
garages.

<PAGE> 1

EXHIBIT 99.2

ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT

The persons who are executive officers of the company and its affiliates and
their positions are as follows:

<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES HELD
---- --------------------------
<S> <C>
John A. Williams . . . . . . . . . . . Chairman of the Board, Chief Executive Officer and Director
John T. Glover . . . . . . . . . . . . President, Chief Operating Officer, Treasurer and Director
W. Daniel Faulk, Jr . . . . . . . . . . President--Post Apartment Development
Jeffrey A. Harris . . . . . . . . . . . President--Post Management Services
Martha J. Logan . . . . . . . . . . . . President--Post Management Division
Terry L. Chapman . . . . . . . . . . . Executive Vice President--Post Management Services
Richard A. Denny, III . . . . . . . . . Executive Vice President--Post Apartment Development
John D. Hooks . . . . . . . . . . . . . Executive Vice President--Post Management Services
William F. Leseman . . . . . . . . . . Executive Vice President--RAM Partners, Inc.
Donald J. Rutzen . . . . . . . . . . . Executive Vice President-- Post Landscape Services, Inc.
Sherry W. Cohen . . . . . . . . . . . . Senior Vice President--Post Corporate Services and Secretary
Judy M. Denman . . . . . . . . . . . . Senior Vice President--Post Corporate Services
R. Gregory Fox . . . . . . . . . . . . Senior Vice President--Post Corporate Services
Leona J. McElroy . . . . . . . . . . . Senior Vice President--Post Corporate Services
John B. Mears . . . . . . . . . . . . . Senior Vice President--Post Apartment Development
Timothy A. Peterson . . . . . . . . . . Senior Vice President--Post Corporate Services
Janie S. Maddox . . . . . . . . . . . . Vice President--Post Corporate Services
</TABLE>

The following is a biographical summary of the experience of the executive
officers of the company:

John A. Williams. Mr. Williams is the Chairman of the Board and Chief
Executive Officer of the Company. Mr. Williams founded the business of the
Company in 1971 and since that time has acted as Chairman and Chief Executive
Officer. Mr. Williams is currently serving on the board of directors of
Barnett Banks, Inc., the Atlanta Regional Commission, and the Advisory Board of
the Atlanta Committee for the Olympic Games. Mr. Williams is 53 years old.

John T. Glover. Mr. Glover is the President, Chief Operating Officer and
Treasurer of the Company and a director. Mr. Glover joined the Company in
1984 and since that time has acted as its President. Mr. Glover is a Director
of SunTrust Banks of Georgia Inc., and SunTrust Bank, Atlanta, N.A. In
addition, he is a member of the Board of Governors of the National Association
of Real Estate Investment Trusts and Vice Chairman of the National Realty
Committee and a member of the board of directors of the National Multi-Housing
Council. Mr. Glover is 49 years old.

W. Daniel Faulk, Jr. Mr. Faulk has been with the Company for eight years.
Since April 1993, he has been President of Post Apartment Development, which is
responsible for the development and construction of all Post apartment
communities. Prior thereto, Mr. Faulk was President of Post Atlanta since
February 1987. Mr. Faulk is currently on the board of directors of Mountain
National Bank. Mr. Faulk is 53 years old.

<PAGE> 2

Jeffrey A. Harris. Mr. Harris has been with the Company for eleven years.
Since October 1995, he has been President of Post Management Services and
President of Post Landscape. Prior thereto, Mr. Harris was President of Post
Management Division from March 1995, Executive Vice President of Post
Management Division from April 1993 and Senior Vice President from 1989. Mr.
Harris is 38 years old.

William F. Leseman. Mr. Leseman has been with the Company for six years.
Since October 1995, he has been Executive Vice President of RAM responsible for
day-to-day operations of such division. Prior thereto, Mr. Leseman was Senior
Vice President of Post Management Services since January 1994 and an Area Vice
President of Post Management Services since 1989. Mr. Leseman is 36 years old.

Martha J. Logan. Ms. Logan has been with the Company since 1991. Since
October 1995, she has been President of Post Management Division. Prior
thereto, Ms. Logan was President of RAM since July 1994, Executive Vice
President of RAM from January 1994 and was Vice President of RAM since 1991.
Prior to joining RAM in 1991, Ms. Logan was an Executive with Pilot Property
Company, a multi-family property management company. Ms. Logan is 41 years
old.

Terry L. Chapman. Mr. Chapman has been with the Company for twenty-two years
and is currently, and has been for more than five years, an Executive Vice
President of Post Management Services responsible for maintenance, quality
assurance, security, and preventive maintenance for all Post(R) communities.
Mr. Chapman is 49 years old.

Richard A. Denny, III. Mr. Denny has been with the Company for fifteen years.
Since July 1993, he has been an Executive Vice President of Post Apartment
Development responsible for construction of all Post(R) apartment communities.
Prior thereto, he was a Senior Vice President of Post Atlanta since June 1987.
Mr. Denny is 38 years old.

John D. Hooks. Mr. Hooks has been with the Company for seventeen years. Since
July 1993, he has been an Executive Vice President of Post Landscape
responsible for landscape design, installation and maintenance on all Post(R)
communities. Prior thereto, he was the Senior Vice President of Landscape
since January 1987. Mr. Hooks is 41 years old.

Donald J. Rutzen. Mr. Rutzen has been with the Company for seventeen years.
Since 1993, he has been Executive Vice President of Post Landscape Services,
Inc. responsible for the day-to-day landscape design, installation and
maintenance for third party accounts. Prior thereto, he was Senior Vice
President of Post Landscape Services, Inc. since April 1992 and Vice President
since January 1985. Mr. Rutzen is 48 years old.

Sherry W. Cohen. Ms. Cohen has been with the Company for eleven years. Since
July 1993, she has been a Senior Vice President of Post Corporate Services
responsible for supervising and coordinating legal affairs and insurance.
Prior thereto, Ms. Cohen was a Vice President of Post Properties, Inc. since
April 1990, as well as Corporate Secretary. Ms. Cohen is 41 years old.

Judy M. Denman. Ms. Denman has been with the Company for twenty years. Since
July 1993, she has been a Senior Vice President of Post Corporate Services
responsible for day-to-day accounting functions and cash management reporting.
Prior thereto, she was a Vice President of Post Properties, Inc. since June
1984. Ms. Denman is 49 years old.

R. Gregory Fox. Mr. Fox has been with the Company since February 1996 and he
serves as Senior Vice President of Post Corporate Services and the Company's
Chief Accounting Officer. Prior to joining the Company, he was a senior
manager in the audit division of Price Waterhouse LLP where he was employed for
ten years. Mr. Fox is a Certified Public Accountant. Mr. Fox is 36 years old.

Leona McElroy. Ms. McElroy has been with the Company for twenty-four years.
Since July 1993, she has been a Senior Vice President of Post Corporate
Services responsible for special projects. Prior thereto, Ms. McElroy was Vice
President of Post Properties, Inc. since June 1984. Ms. McElroy is 71 years
old.

<PAGE> 3

John B. Mears. Mr. Mears has been with the Company since November 1993. Since
July 1994, he has been a Senior Vice President of Post Apartment Development
responsible for acquiring new development sites in the Company's primary market
outside of Atlanta, GA. Prior to joining the Company, Mr. Mears was an
associate in the Real Estate Investment Banking Group at Merrill Lynch and
Company. Mr. Mears is 32 years old.

Timothy A. Peterson. Mr. Peterson has been with the Company for six years.
Since April 1993, he has been a Senior Vice President of Post Corporate
Services, responsible for accounting and capital markets since November 1995,
and for Capital Markets from April 1993 to November 1995. Prior thereto, Mr.
Peterson was Vice President of Post Corporate Services since January 1993, and
he was responsible for planning and reporting services since 1989. Mr.
Peterson is a Certified Public Accountant. Mr. Peterson is 30 years old.

Janie S. Maddox. Ms. Maddox has been with the Company for twenty years. Since
November 1995, she has been a Vice President of the Company in charge of
community relations. Prior thereto, she was a Senior Vice President of Post
Management Services primarily responsible for human resources since 1990. Ms.
Maddox is 48 years old.

<PAGE> 1

EXHIBIT 99.3
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning the
compensation paid to the Company's Named Executive Officers whose salary and
bonus compensation for the year ended December 31, 1995 exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
AWARDS
------------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(1) OPTIONS(#)
- ------------------ ---- --------- -------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
John A. Williams . . . . . . . . . . 1995 225,000 143,640 74,606 36,791
Chairman of the Board . . . . . 1994 225,000 157,500 ----- 28,640
of Directors and Chief . . . . 1993 171,923 ----- ----- 40,000
Executive Officer

John T. Glover . . . . . . . . . . . 1995 225,000 143,640 39,470 36,791
President, Chief . . . . . . . 1994 225,000 157,500 ----- 28,640
Operating Officer . . . . . . . 1993 171,923 ----- ----- 40,000
and Treasurer

W. Daniel Faulk, Jr. . . . . . . . . 1995 160,000 87,144 ----- 22,322
President--Post . . . . . . . . 1994 140,000 98,000 ----- 17,820
Apartment Development . . . . . 1993 117,887 30,000 ----- 25,000

Jeffrey A. Harris . . . . . . . . . . 1995 130,000 66,394 ----- 17,005
President--Post . . . . . . . . 1994 104,800 84,000 ----- 15,280
Management Services . . . . . . 1993 92,056 40,000 ----- 15,000

Richard A. Denny III . . . . . . . . 1995 115,000 45,885 ----- 11,753
Executive Vice President . . . . 1994 94,849 75,000 ----- 13,640
Post Apartment Development . . . 1993 78,688 4,000 ----- 15,000

R. Fred Hooks (2) . . . . . . . . . . 1995 160,000 66,608 ----- -----
President--Post . . . . . . . . 1994 140,000 98,000 ----- 17,820
Management Services . . . . . . 1993 117,887 45,000 ----- 25,000
</TABLE>

___________________

(1) Amounts shown for Messrs. Williams and Glover for 1995 include (i) the cost
of tax and financial planning advice by third parties in the amounts of
$49,000 and $29,600, respectively and (ii) personal use of the corporate
aircraft in the amounts of $25,606 and $9,870, respectively.
(2) Mr. Hooks resigned from the Company on October 4, 1995.

<PAGE> 2

FISCAL YEAR-END OPTION VALUE TABLE

The following table sets forth certain information with respect to
the value of unexercised in-the-money options held by the Named Executive
Officers of the Company at December 31, 1995. No options were exercised by the
Named Executive Officers of the Company during 1995.

FISCAL YEAR-END OPTION VALUES

SECURITIES UNDERLYING VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
- ---- ------------- -------------
<S> <C> <C>
John A. Williams . . . . . . . . . . . . . . . 26,666/29,974 $13,167/$67,527
John T. Glover . . . . . . . . . . . . . . . . 26,666/29,974 $13,167/$67,527
W. Daniel Faulk, Jr. . . . . . . . . . . . . . 16,666/26,154 $8,333/$42,034
Jeffrey A. Harris . . . . . . . . . . . . . . . 10,000/20,280 $5,000/$34,970
Richard A. Denny III . . . . . . . . . . . . . 10,000/18,640 $5,000/$31,485
R. Fred Hooks (2) . . . . . . . . . . . . . . . 16,666/26,154 $8,333/$42,034
</TABLE>

- ----------------------

(1) Based on a closing price of $31.875 per share of Common Stock on December
31, 1995.
(2) Mr. Hooks resigned from the Company on October 4, 1995.

PROFIT SHARING PLAN

The Company has adopted a qualified profit sharing plan for the benefit
of employees of the Company, its subsidiaries and affiliates. An employee is
eligible to share in contributions made under the plan after he has been
employed on the first day of a calendar year. Thereafter an employee will
share in the contributions, if any, made for each calendar year if he is an
employee on the last day of such calendar year. Each participating employee's
share of any contribution is (subject to certain limitations for highly
compensated employees) based on the ratio that his compensation for such year
bears to the compensation of all participating employees for such year.
Contributions made on behalf of participating employees are credited to an
account under the plan in his name, and his interest in such account begins to
vest upon the completion of three years of service as an employee. Upon the
completion of three years of service he has a 20% vested interest in his
account, and his account then continues to vest at the rate of 20% for each
year of service he completes thereafter. Contributions are made based on a
discretionary amount determined by management of the Company. The
contributions, if any, are made to a trust which is tax exempt. The assets of
the trust are invested by the trustee. The plan was amended in 1993 to provide
for participation by Messrs. Williams, Glover, Hooks and Faulk. The Company's
contributions to the plan during 1993, 1994 and 1995 were $136,000, $147,000
and $145,000, respectively.

NONCOMPETITION AND EMPLOYMENT CONTRACT

Each of Messrs. Williams and Glover has entered into noncompetition
agreements with the Company and Post Apartment Homes, L.P. (the "Operating
Partnership"). These agreements prohibit each individual, subject to certain
limited exceptions, from engaging in managerial responsibilities directly or
indirectly in the development, operation, management, leasing or landscaping of
any multifamily community for the period of his employment by the Company and
the Operating Partnership or its affiliates, including Post Services, Inc.
("Post Services") and for two years thereafter. Each of

<PAGE> 3

Messrs. Williams and Glover has entered into an employment contract with
each of the Company, the Operating Partnership and Post Services, for a term of
five years although each has the right to resign after three years. The
contracts provide for annual base compensation of an aggregate of $225,000,
subject to any increases in base compensation approved by the Compensation
Committee of the Board, of which each of Messrs. Williams and Glover will
receive $125,000 from the Operating Partnership, $50,000 from Post Services and
$50,000 from the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1995, Mrs. Crawford and Messrs. Blank and Shaw served as members
of the Compensation Committee. No member of the Committee was an officer or
employee of the Company or any of its subsidiaries during 1995 or any time
prior thereto.

<PAGE> 1

EXHIBIT 99.4
CERTAIN TRANSACTIONS

LANDSCAPING SERVICES

Certain executive officers and directors employ the Company to provide
landscaping services through the Company's landscaping affiliate, Post
Landscape Services, Inc. During 1995, the Company received landscaping fees of
$151,000 from Mr. Williams, $64,000 from Mr. Glover and $1,311,000 from Mr.
Blank. In the aggregate, the fees included $948,000 of reimbursed expenses
which the Company does not include in landscape services revenue. As a result
of these transactions, $578,000 of landscape services revenue was recognized in
the Company's 1995 financial statements. All landscaping services were
provided to the directors at the market price for such services and to the
executive officers at the cost to the Company of providing such services.

CORPORATE SERVICES

Pursuant to the terms of their employment agreements, the Company has
received reimbursement fees from entities in which Mr. Williams is the
controlling partner. The fees represent a reimbursement for the accounting and
administrative duties and oversight provided to the entities by the Company.
The calculation of these monthly fees is based on an estimate of time and
resources incurred by Post Corporate Services personnel. Set forth below are
the fees received from these entities during 1995:

<TABLE>
<CAPTION>
1995
----
<S> <C>
Northwest Associates, Ltd. . . . . . . . . . . . . . . . . . $ 3,600
Powder Springs Investors, Ltd. . . . . . . . . . . . . . . . 3,600
Post Partners, Ltd. . . . . . . . . . . . . . . . . . . . . . 19,200
Post Gwinnett Investors, Ltd. . . . . . . . . . . . . . . . . 6,000
</TABLE>

A.T. AVIATION

On May 22, 1995, the Company purchased for a nominal amount the
outstanding capital stock of A.T. Aviation, Inc. ("A.T. Aviation"), an entity
formed and owned by John A. Williams, Chairman of the Board of Directors of the
Company, and John T. Glover, President and a Director of the Company. In
connection with the acquisition, the Company assumed certain obligations of
A.T. Aviation. At the time of the acquisition, A.T. Aviation had entered into a
purchase agreement for a used aircraft, leased certain property improvements
related thereto, and obtained a line of credit in the amount of $7,500,000 to
fund such acquisitions. In connection with the acquisition, the Company
assumed and repaid such line of credit, which had been guaranteed by such
officers, and such line and guarantees were terminated.