EXHIBIT 10.6

                              AMENDMENT NUMBER ONE

                                       TO

                           CHANGE IN CONTROL AGREEMENT

                  This Amendment Number One is made to the Change in Control
Agreement by and between Post Properties, Inc., or "Post", and
_____________________, or "Executive";

                  WHEREAS, Post and Executive previously entered into a Change
in Control Agreement; and

                  WHEREAS, Post and Executive desire to adopt this Amendment
Number One to correct two typographical errors in Executive's Change in Control
Agreement;

                  NOW, THEREFORE, Post and Executive hereby agree as follows:

                                   Section 1.

                  The reference to " Section 1.2(e)" in the introduction to the
definition of the term "Cause" in Section 1.2 of Executive's Change in Control
Agreement shall be corrected to refer " Section 1.2(d)".

                                   Section 2.

                  The figure "1.40%" in Section 2(a)(4)(c) of Executive's Change
in Control Agreement shall be corrected to "140%."

                                   Section 3.

                  The corrections made in this Amendment Number One to
Executive's Change in Control Agreement shall be effective retroactive to the
date Executive's Change in Control Agreement was executed.

                                   Section 4.

                  This Amendment Number One may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same Amendment Number One.

                  IN WITNESS WHEREOF, Post and Executive have executed this
Amendment Number One to Executive's Change in Control Agreement this __ day of
____, 2002.

                                              POST PROPERTIES, INC.

                                              BY: ______________________________

                                              EXECUTIVE

                                              __________________________________



SCHEDULE: EXECUTIVE OFFICERS WITH AMENDMENTS NO. 1 TO CHANGE IN CONTROL
AGREEMENTS

Janet M. Appling
Sherry W. Cohen
John D. Hooks
Jane S. Maddox
John B. Mears
Sheila James Teabo
Thomas L. Wilkes

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