8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
October 6, 2004

Post Properties, Inc.

Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia Georgia	1-12080 0-28226	58-1550675 58-2053632
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4401 Northside Parkway, Suite 800, Atlanta, Georgia	30327
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (404) 846-5000

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.   Other Events.

     Post Properties, Inc. and Post Apartment Homes, L.P. are filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statements on Form S-3 (Registration Nos. 333-42884 and 333-55994).

Item 9.01.   Financial Statements and Exhibits.

     (c) Exhibits.

1	(a)	Underwriting Agreement
4	(a)	Form of Note for 5⅛% Notes due 2011
5	(a)	Opinion of King & Spalding LLP
23	(a)	Consent of King & Spalding LLP (included in Exhibit 5(a))

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POST PROPERTIES, INC.
Date: October 12, 2004	By:	/s/ David P. Stockert
		David P. Stockert President and Chief Executive Officer

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POST APARTMENT HOMES, L.P.
Date: October 12, 2004	By: POST GP HOLDINGS, INC., as General Partner
	By:	/s/ David P. Stockert
		David P. Stockert President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
1(a)	Underwriting Agreement
4(a)	Form of Note for 5⅛% Notes due 2011
5(a)	Opinion of King & Spalding LLP
23(a)	Consent of King & Spalding LLP (included in Exhibit 5(a))

EX-1.(A)

                                                                   EXHIBIT 1(a)

                           POST APARTMENT HOMES, L.P.

                             UNDERWRITING AGREEMENT

                                                                October 6, 2004

WACHOVIA CAPITAL MARKETS, LLC
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
as Representatives of the several Underwriters
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Ladies and Gentlemen:

         Post Apartment Homes, L.P., a Georgia limited partnership (the
"Operating Partnership"), confirms its agreement with Wachovia Capital Markets,
LLC ("Wachovia Securities") and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Underwriters
named in Schedule A hereto (collectively, the "Underwriters", which term shall
also include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Wachovia Securities and Merrill Lynch are acting as
representatives (in such capacity, the "Representatives"), with respect to the
issue and sale by the Operating Partnership and the purchase by the
Underwriters, acting severally and not jointly, of the respective principal
amounts set forth in said Schedule A of $100,000,000 aggregate principal amount
of the Operating Partnership's 5.125% Senior Notes due 2011 (the "Securities").
The Securities are to be issued pursuant to an indenture dated as of September
15, 2000 (the "Base Indenture") between the Operating Partnership and SunTrust
Bank, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture, dated as of December 1, 2000 (the "First Supplemental Indenture" and
together with the Base Indenture, the "Indenture").

         The Operating Partnership understands that the Underwriters propose to
make a public offering of the Securities as soon as the Representatives deems
advisable after this Agreement has been executed and delivered and the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
the rules and regulations of the Commission thereunder (collectively, the "1939
Act").

         The Operating Partnership has prepared and filed with the Securities
and Exchange Commission (the "Commission") in accordance with the provisions of
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "1933 Act"), registration statements
(Nos. 333-42884 and 333-55994) on Form S-3, relating to certain securities (the
"Shelf Securities") to be issued from time to time by the Operating Partnership.
The Operating Partnership also has filed with, or proposes to file with, the
Commission pursuant to Rule 424 under the Securities Act a prospectus supplement
specifically relating to the Securities. Such registration statements and any
post-effective amendments thereto, if applicable, have been declared effective
by the Commission. The registration statements as amended to the date of this
Agreement are hereinafter referred to collectively as the "Registration
Statement" and the related prospectus covering the Shelf Securities in the form
first used to confirm sales of the Securities is hereinafter referred to as the
"Base Prospectus." The Base Prospectus as supplemented by the prospectus
supplement specifically relating to the Securities in the form first used to
confirm sales of the Securities is hereinafter referred to as the "Prospectus."
Any reference in this Agreement to the Registration Statement, the Base
Prospectus, any preliminary form of Prospectus (a


                                       1


"preliminary prospectus") previously filed with the Commission pursuant to Rule
424 or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Securities Act which were filed under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "1934 Act") on or before the date of this Agreement or the
date of the Base Prospectus, any preliminary prospectus or the Prospectus, as
the case may be; and any reference to "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Base Prospectus, any preliminary
prospectus or the Prospectus shall be deemed to refer to and include any filing
of documents under, or any documents filed under, the 1934 Act after the date of
this Agreement, or the date of the Base Prospectus, any preliminary prospectus
or the Prospectus, as the case may be, which are deemed to be incorporated by
reference therein.

         SECTION 1.        Representations and Warranties.  The Operating
Partnership represents and warrants to, and agrees with, each Underwriter, as
follows:

                  (i)      Compliance with Registration Requirements. The
         Operating Partnership meets the requirements for use of Form S-3 under
         the 1933 Act. The Registration Statement has become effective under the
         1933 Act and no stop order suspending the effectiveness of the
         Registration Statement has been issued under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or, to
         the knowledge of the Operating Partnership, are contemplated by the
         Commission, and any request on the part of the Commission for
         additional information has been duly complied with.

                  At the respective times that each Registration Statement
         became effective and at the Closing Time, each Registration Statement,
         and any amendments and supplements thereto complied and will comply in
         all material respects with the requirements of the 1933 Act and the
         1939 Act, and did not and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.
         Neither the Prospectus nor any amendments or supplements thereto, at
         the time the Prospectus or any such amendment or supplement was issued
         and at the Closing Time, included or will include an untrue statement
         of a material fact or omitted or will omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. The
         representations and warranties in this subsection shall not apply to
         (i) statements in or omissions from the Registration Statement or
         Prospectus made in reliance upon and in conformity with written
         information furnished to the Operating Partnership by any Underwriter
         through Wachovia Securities expressly for use in the Registration
         Statement (or any amendment thereto) or to the Prospectus (or any
         amendment or supplement thereto) and (ii) that part of the Registration
         Statement which constitutes the Statement of Eligibility and
         Qualification (Form T-1) under the 1939 Act of the Trustee.

                  (ii)     Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectus, at the time they were filed with the Commission,
         complied in all material respects with the requirements of the 1934 Act
         and did not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading.

                  (iii)    Independent Accountants. The accountants who
         certified the financial statements and supporting schedules included in
         the Registration Statement are independent public accountants as
         required by the 1933 Act.


                                       2


                  (iv)     Financial Statements. The financial statements
         included in the Registration Statement and the Prospectus, together
         with the related schedules and notes, present fairly in all material
         respects the financial position of each of the Company and the
         Operating Partnership and their respective consolidated subsidiaries at
         the dates indicated and the statement of operations, shareholders' or
         partners' equity (as applicable) and cash flows of each of the Company
         and the Operating Partnership and their respective consolidated
         subsidiaries for the periods specified; said financial statements have
         been prepared in conformity with generally accepted accounting
         principles ("GAAP") applied on a consistent basis throughout the
         periods involved. The selected financial data and the summary financial
         information included in the Prospectus present fairly the information
         shown therein and have been compiled on a basis consistent with that of
         the audited financial statements included in the Registration
         Statement.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the financial condition,
         or in the earnings or business affairs of the Operating Partnership and
         its subsidiaries considered as one enterprise, whether or not arising
         in the ordinary course of business (a "Material Adverse Effect"); (B)
         there have been no transactions entered into by the Operating
         Partnership or any of its subsidiaries, other than those in the
         ordinary course of business, which are material with respect to the
         Operating Partnership and its subsidiaries considered as one
         enterprise; and (C) there has been no material change in the short-term
         debt or long-term debt of the Operating Partnership and its
         consolidated subsidiaries.

                  (vi)     Good Standing of the Operating Partnership. The
         Operating Partnership has been duly organized and is validly existing
         as a limited partnership in good standing under the laws of the State
         of Georgia and has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus and to enter into and perform its obligations under this
         Agreement; and the Operating Partnership is duly qualified as a foreign
         entity to transact business and is in good standing in each other
         jurisdiction in which such qualification is required, whether by reason
         of the ownership or leasing of property or the conduct of business,
         except where the failure so to qualify or to be in good standing could
         not be reasonably expected to result in a Material Adverse Effect.

                  (vii)    Good Standing of Subsidiaries. Each "significant
         subsidiary" of the Operating Partnership (as such term is defined in
         Rule 1-02 of Regulation S-X) (each a "Significant Subsidiary" and,
         collectively, the "Significant Subsidiaries") has been duly organized
         and is validly existing in good standing under the laws of the
         jurisdiction of its organization, has power and authority to own, lease
         and operate its properties and to conduct its business as described in
         the Prospectus and is duly qualified to transact business and is in
         good standing in each jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure so to qualify or to
         be in good standing could not be reasonably expected to result in a
         Material Adverse Effect; except as otherwise disclosed in the
         Registration Statement, all of the issued and outstanding capital
         stock, limited liability company interest or partnership interest, as
         the case may be, of each such Significant Subsidiary has been duly
         authorized and validly issued, is fully paid and non-assessable and is
         owned by the Operating Partnership, directly or through subsidiaries,
         free and clear of any security interest, mortgage, pledge, lien,
         encumbrance, claim or equity; no outstanding capital stock, limited
         liability company interest or partnership interest of any Significant
         Subsidiary was issued in violation of the preemptive or similar rights
         of any securityholder of such Significant Subsidiary. Each subsidiary
         of the Operating Partnership,


                                       3


         which is a "significant subsidiary" within the meaning of Rule 1-02(w)
         of Regulation S-X, is disclosed in the Registration Statement.

                  (viii)   Capitalization. The Operating Partnership has an
         authorized capitalization as set forth in the Prospectus. The
         Prospectus accurately describes the interests in the Operating
         Partnership held by the Company. The outstanding partnership interests
         of the Operating Partnership have been duly authorized and validly
         issued and are fully paid and non-assessable; none of the outstanding
         partnership interests of the Operating Partnership was issued in
         violation of the preemptive or other similar rights of any
         securityholder of the Operating Partnership.

                  (ix)     Authorization of Agreement. This Agreement has been
         duly authorized, executed and delivered by the Operating Partnership.

                  (x)      Authorization of the Indenture. Each of the Base
         Indenture and the Supplemental Indenture has been duly authorized by
         the Operating Partnership and the Indenture has been duly qualified
         under the 1939 Act and each constitutes a valid and binding agreement
         of the Operating Partnership, enforceable against the Operating
         Partnership in accordance with its terms, except as the enforcement
         thereof may be limited by bankruptcy, insolvency (including, without
         limitation, all laws relating to fraudulent transfers), reorganization,
         moratorium or similar laws affecting enforcement of creditors' rights
         generally and except as enforcement thereof is subject to general
         principles of equity (regardless of whether enforcement is considered
         in a proceeding in equity or at law).

                  (xi)     Authorization of the Securities. The Securities have
         been duly authorized and, at the Closing Time, will have been duly
         executed by the Operating Partnership and, when authenticated, issued
         and delivered in the manner provided for in the Indenture and delivered
         against payment of the purchase price therefor as provided in this
         Agreement, will be in the form contemplated by the Indenture and will
         constitute valid and binding obligations of the Operating Partnership,
         enforceable against the Operating Partnership in accordance with their
         terms, except as the enforcement thereof may be limited by bankruptcy,
         insolvency (including, without limitation, all laws relating to
         fraudulent transfers), reorganization, moratorium or similar laws
         affecting enforcement of creditors' rights generally and except as
         enforcement thereof is subject to general principles of equity
         (regardless of whether enforcement is considered in a proceeding in
         equity or at law). The Securities will be in the form contemplated by,
         and entitled to the benefits of, the Indenture.

                  (xii)    Description of the Securities and the Indenture. The
         terms of the Securities and the Indenture will conform in all material
         respects to the respective statements relating thereto contained in the
         Prospectus.

                  (xiii)   Absence of Defaults and Conflicts. Neither the
         Operating Partnership nor any of its subsidiaries is in violation of
         its organizational documents in default in the performance or
         observance of any obligation, agreement, covenant or condition
         contained in any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, lease or other agreement or instrument to which
         the Operating Partnership or any of its subsidiaries is a party or by
         which it or any of them may be bound, or to which any of the property
         or assets of the Operating Partnership or any subsidiary is subject
         (collectively, "Agreements and Instruments") except for such defaults
         that could not be reasonably expected to result in a Material Adverse
         Effect; and the execution, delivery and performance of this Agreement,
         the Indenture and the Securities and the transactions contemplated
         thereby (including the issuance and sale of the Securities and the use
         of the proceeds from the sale of the Securities as described in the
         Prospectus under the


                                       4


         caption "Use of Proceeds") and compliance by the Operating Partnership
         with its obligations hereunder and under the Indenture and the
         Securities do not and will not, whether with or without the giving of
         notice or passage of time or both, conflict with or constitute a breach
         of, or default or Repayment Event (as defined below) under, or result
         in the creation or imposition of any lien, charge or encumbrance upon
         any property or assets of the Operating Partnership or any subsidiary
         pursuant to, the Agreements and Instruments (except for such conflicts,
         breaches, defaults or Repayment Events or liens, charges or
         encumbrances that could not be reasonably expected to result in a
         Material Adverse Effect), nor will such action result in any violation
         of the provisions of the organizational documents of the Operating
         Partnership or any subsidiary or any applicable law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over the Operating Partnership or any subsidiary or any of
         their assets, properties or operations, except for those violations
         that could not be reasonably expected to result in a Material Adverse
         Effect. As used herein, a "Repayment Event" means any event or
         condition which gives the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment of all or
         a portion of such indebtedness by the Operating Partnership or any
         subsidiary.

                  (xiv)    Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Operating Partnership, threatened, against or
         affecting the Company, the Operating Partnership or any subsidiary,
         which is required to be disclosed in the Registration Statement (other
         than as disclosed therein), or which would result in a Material Adverse
         Effect, or which would materially and adversely affect the consummation
         of the transactions contemplated in this Agreement or the performance
         by the Operating Partnership of its obligations hereunder.

                  (xv)     Absence of Manipulation. Neither the Operating
         Partnership nor any affiliate of the Operating Partnership has taken,
         nor will the Operating Partnership or any affiliate take, directly or
         indirectly, any action which is designed to or which has constituted
         stabilization or manipulation of the price of any security of the
         Operating Partnership to facilitate the sale or resale of the
         Securities.

                  (xvi)    Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Operating
         Partnership of its obligations hereunder, in connection with the
         offering, issuance or sale of the Securities hereunder or the
         consummation of the transactions contemplated by this Agreement or for
         the due execution, delivery or performance of the Indenture by the
         Operating Partnership, except such as have been already obtained or as
         may be required under the 1933 Act or state securities laws and except
         for the qualification of the Indenture under the 1939 Act.

                  (xvii)   Possession of Licenses and Permits. The Operating
         Partnership and its subsidiaries possess such permits, licenses,
         approvals, consents and other authorizations (collectively,
         "Governmental Licenses") issued by the appropriate federal, state,
         local or foreign regulatory agencies or bodies necessary to conduct the
         business now operated by them, except where the failure so to possess
         could not, singly or in the aggregate, be reasonably expected to result
         in a Material Adverse Effect; the Operating Partnership and its
         subsidiaries are in compliance with the terms and conditions of all
         such Governmental Licenses, except where the failure so to comply could
         not, singly or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect; all of the Governmental Licenses are valid and
         in full force and effect,


                                       5


         except when the invalidity of such Governmental Licenses or the failure
         of such Governmental Licenses to be in full force and effect could not,
         singly or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect; and neither the Operating Partnership nor any
         of its subsidiaries has received any notice of proceedings relating to
         the revocation or modification of any such Governmental Licenses which,
         singly or in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, could be reasonably expected to result in a Material
         Adverse Effect.

                  (xviii)  Real Estate. (A) Except as otherwise set forth in the
         Registration Statement or the Prospectus, the Operating Partnership and
         its subsidiaries directly or indirectly hold good and marketable title
         to the real property and improvements described as being owned by the
         Operating Partnership and its subsidiaries in the Prospectus (the
         "Properties") (which title is, as applicable, in the form of fee simple
         title to land, air rights or condominium units, or leasehold title to
         land, air rights or condominium units) subject, however, to mortgages
         on such Properties, to leases of certain equipment and other personal
         property, to utility easements serving such Properties, to liens of ad
         valorem taxes not due and payable as of the Closing Time, to zoning and
         similar governmental land use matters affecting such Properties that
         are consistent with the current uses of such Properties, to matters of
         title not adversely affecting marketability of title to such
         Properties, other statutory liens not due and payable as of the Closing
         Time, title matters that may be material in character, amount or extent
         but which do not materially detract from the value, or interfere with
         the use of, the Properties or otherwise materially impair the business
         operations being conducted or proposed to be conducted thereon,
         ownership of cable television and other telecommunication lines and
         facilities serving one or more of such Properties by the cable
         television and other telecommunication providers or their affiliates,
         service marks and trade names used in connection with such Properties,
         and ownership by others of certain items of equipment and other items
         of personal property that are not material to the conduct of business
         operations at such Properties; and (B) the ground lease under which the
         Operating Partnership leases the land or air rights on which any
         Property is located is in full force and effect, and the Operating
         Partnership is not in default in respect of any of the terms or
         provisions of any such lease and the Operating Partnership has not
         received notice of the assertion of any claim by anyone adverse to the
         Operating Partnership's rights as lessee under any such lease, or
         affecting or questioning the Operating Partnership's right to the
         continued possession or use of the Property under any such lease or of
         a default under any such lease, other than claims which could not,
         individually or in the aggregate, be reasonably expected to have a
         Material Adverse Effect; and (C) each of the Properties complies with
         all applicable codes, laws and regulations (including, without
         limitation, building and zoning codes, laws and regulations and laws
         relating to access to the Properties), except to the extent disclosed
         in the Prospectus and except for such failures to comply that would not
         be reasonably expected to, individually or in the aggregate, have a
         Material Adverse Effect.

                  (xix)    Insurance. Each of the Operating Partnership and its
         subsidiaries is insured by insurers of recognized financial
         responsibility against such losses and risks and in such amounts as are
         adequate and customary in the businesses in which they are engaged,
         except where the failure to be so insured could not be reasonably
         expected to have a Material Adverse Effect.

                  (xx)     No Plan Assets. The assets of the Operating
         Partnership do not constitute "plan assets" under the Employee
         Retirement Income Security Act of 1974, as amended.

                  (xxi)    Taxation as REIT. The Company was organized and has
         operated in conformity with the requirements for qualification and
         taxation as a REIT for each of the taxable years beginning with the
         year ended December 31, 1993, and its current organization and method
         of


                                       6


         operation will enable it to continue to meet the requirements for
         qualification and taxation as a REIT.

                  (xxii)   Partnership Taxation. The Operating Partnership and
         each subsidiary that is a partnership or a limited liability company
         under state law (each a "Subsidiary Partnership") are properly
         classified as partnerships or disregarded entities, and not as
         corporations or as associations taxable as corporations, for Federal
         income tax purposes throughout the period from July 22, 1993 through
         the date hereof, or, in the case of any Subsidiary Partnerships that
         have terminated, through the date of termination of such Subsidiary
         Partnerships.

                  (xxiii)  Tax Returns. Each of the Company and the Operating
         Partnership and each of their subsidiaries have filed or caused to be
         filed all federal, state, local and foreign tax returns, reports,
         information returns and statements which have been required to be filed
         by them (except for returns, reports, information returns and
         statements the failure to file which could not be reasonably expected
         to have a Material Adverse Effect) and has paid all taxes required to
         be paid and any other assessment, fine or penalty levied against it, to
         the extent that any of the foregoing is due and payable, except, in all
         cases, for any such tax, assessment, fine or penalty that is being
         contested in good faith and in respect of which adequate reserves are
         being maintained and except to the extent any such failure to pay could
         not be reasonably expected to have a Material Adverse Effect.

                  (xxiv)   Investment Company Act. Neither the Company nor the
         Operating Partnership is required, and upon the issuance and sale of
         the Securities as herein contemplated and the application of the net
         proceeds therefrom as described in the Prospectus will not be required,
         to register as an "investment company" under the Investment Company Act
         of 1940, as amended (the "1940 Act").

                  (xxv)    Environmental Laws. Except as described in the
         Prospectus and except as could not, singly or in the aggregate, be
         reasonably expected to result in a Material Adverse Effect, (A) neither
         the Operating Partnership nor any of its subsidiaries is in violation
         of any legally binding applicable federal, state, local or foreign
         statute, law, rule, regulation, ordinance, code, policy or rule of
         common law or any judicial or administrative interpretation thereof,
         including any judicial or administrative order, consent, decree or
         judgment, relating to pollution or protection of human health, the
         environment (including, without limitation, ambient air, surface water,
         groundwater, land surface or subsurface strata) or wildlife, including,
         without limitation, laws and regulations relating to the release or
         threatened release of chemicals, pollutants, contaminants, wastes,
         toxic substances, hazardous substances, petroleum or petroleum
         products, asbestos-containing materials or mold (collectively,
         "Hazardous Materials") or to the manufacture, processing, distribution,
         use, treatment, storage, disposal, transport or handling of Hazardous
         Materials (collectively, "Environmental Laws"), (B) the Operating
         Partnership and its subsidiaries have all permits, authorizations and
         approvals required under any applicable Environmental Laws and are each
         in compliance with their requirements, (C) there are no pending or, to
         the knowledge of the Operating Partnership, threatened administrative,
         regulatory or judicial actions, suits, demands, demand letters, claims,
         liens, notices of noncompliance or violation, investigation or
         proceedings relating to any Environmental Law against the Operating
         Partnership or any of its subsidiaries and (D) there are no events or
         circumstances that would reasonably be expected to form the basis of an
         order for clean-up or remediation, or an action, suit or proceeding by
         any private party or governmental body or agency, against or affecting
         the Operating Partnership or any of its subsidiaries relating to
         Hazardous Materials or any applicable Environmental Laws.


                                       7


         SECTION 2.        Sale and Delivery to Underwriters; Closing.

         (a)      Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Operating Partnership agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Operating Partnership, at the price set forth in Schedule B, the
aggregate principal amount of Securities set forth in Schedule A opposite the
name of such Underwriter, plus any additional principal amount of Securities
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof.

         (b)      Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of Mayer, Brown,
Rowe & Maw, LLP, 190 S. LaSalle Street, Chicago, Illinois 60603, or at such
other place as shall be agreed upon by the Representatives and the Operating
Partnership, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing
occurs after 4:30 P.M. (Eastern time) on any given day) business day after the
date hereof (unless postponed in accordance with the provisions of Section 10),
or such other time not later than ten business days after such date as shall be
agreed upon by the Representatives and the Operating Partnership (such time and
date of payment and delivery being herein called "Closing Time").

         Payment shall be made to the Operating Partnership by wire transfer of
immediately available funds to a bank account designated by the Operating
Partnership, against delivery to the Representatives for the respective accounts
of the Underwriters of certificates for the Securities to be purchased by them.
It is understood that each Underwriter has authorized the Representatives, for
its account, to accept delivery of, receipt for, and make payment of the
purchase price for, the Securities which it has agreed to purchase. Wachovia
Securities, individually and not as representative of the Underwriters, may (but
shall not be obligated to) make payment of the purchase price for the Securities
to be purchased by any Underwriter whose funds have not been received by the
Closing Time, but such payment shall not relieve such Underwriter from its
obligations hereunder.

         (c)      Denominations; Registration. Certificates for the Securities
shall be in such denominations ($1,000 or integral multiples thereof) and
registered in such names as the Representatives may request in writing at least
one full business day before the Closing Time. The Securities, which may be in
temporary form, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time.

         SECTION 3.        Covenants of the Operating Partnership.  The
Operating Partnership covenants with each Underwriter as follows:

         (a)      Compliance with Securities Regulations and Commission
Requests. The Operating Partnership, subject to Section 3(b), will notify the
Representatives immediately (i) when any post-effective amendment to the
Registration Statement shall become effective, or any supplement to the
Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt
of any comments from the Commission relating to the Prospectus or the
Registration Statement, (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus
or any document incorporated by reference therein or for additional information,
and (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes. The
Operating Partnership will effect the filings necessary pursuant to Rule 424(b)
in compliance with such rule. The Operating Partnership will make every


                                       8


reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.

         (b)      Filing of Amendments. Until the end of the period during which
the Prospectus is required to be delivered under the 1933 Act in connection with
the offering and sale of the Securities, the Operating Partnership will give the
Representatives notice of its intention to file or prepare any amendment to the
Registration Statement or any amendment, supplement or revision to either the
prospectus included in the Registration Statement at the time it became
effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act
or otherwise, will furnish the Representatives with copies of any such documents
a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file or use any such document to which the Representatives
or counsel for the Underwriters shall object.

         (c)      Delivery of Registration Statements. The Operating Partnership
has furnished or will deliver to the Representatives and counsel for the
Underwriters upon request, without charge, signed copies of the Registration
Statement as originally filed and of each amendment thereto relating to the
Securities (including exhibits filed therewith or incorporated by reference
therein and documents incorporated or deemed to be incorporated by reference
therein) and signed copies of all consents and certificates of experts, and will
also deliver to the Representatives, without charge, a conformed copy of the
Registration Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters.

         (d)      Delivery of Prospectuses. The Operating Partnership has
delivered to each Underwriter, without charge, as many copies of each
preliminary prospectus as such Underwriter reasonably requested, and the
Operating Partnership hereby consents to the use of such copies for purposes
permitted by the 1933 Act. The Operating Partnership will furnish to each
Underwriter, without charge, during the period when the Prospectus is required
to be delivered under the 1933 Act, such number of copies of the Prospectus (as
amended or supplemented) as such Underwriter may reasonably request.

         (e)      Continued Compliance with Securities Laws. The Operating
Partnership will comply with the 1933 Act, the 1934 Act and the 1939 Act so as
to permit the completion of the distribution of the Securities as contemplated
in this Agreement and in the Prospectus. If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the
Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the Underwriters or for the
Operating Partnership, to amend the Registration Statement or amend or
supplement the Prospectus in order that the Prospectus will not include any
untrue statements of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary, in the opinion of such counsel, at any such time to amend
the Registration Statement or amend or supplement the Prospectus in order to
comply with the requirements of the 1933 Act, the Operating Partnership will
promptly prepare and file with the Commission, subject to Section 3(b), such
amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Operating Partnership will furnish to the
Underwriters such number of copies of such amendment or supplement as the
Underwriters may reasonably request.

         (f)      Blue Sky Qualifications. The Operating Partnership will use
its reasonable best efforts, in cooperation with the Underwriters, to qualify
the Securities for offering and sale under the applicable securities laws of
such states and other jurisdictions as the Representatives may designate and to
maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement; provided,
however, that the Operating Partnership shall not be obligated to file any
general consent to service of process or to qualify as a foreign corporation or
as a dealer in securities in


                                       9


any jurisdiction in which it is not so qualified or so subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. The Operating Partnership will also supply the
Underwriters with such information as is necessary for the determination of the
legality of the Securities for investment under the laws of such jurisdictions
as the Underwriters may request.

         (g)      Rule 158. The Operating Partnership will timely file such
reports pursuant to the 1934 Act as are necessary in order to make generally
available to its securityholders as soon as practicable an earnings statement
for the purposes of, and to provide the benefits contemplated by, the last
paragraph of Section 11(a) of the 1933 Act.

         (h)      Use of Proceeds. The Operating Partnership will use the net
proceeds received by it from the sale of the Securities in the manner specified
in the Prospectus under "Use of Proceeds".

         (i)      Restriction on Sale of Securities. Until the Closing Time, the
Operating Partnership and the Company will not, without the prior written
consent of Wachovia Securities, directly or indirectly, issue, sell, offer or
contract to sell, grant any option for the sale of, or otherwise transfer or
dispose of, any debt securities of the Company or the Operating Partnership.

         (j)      Reporting Requirements. The Operating Partnership, during the
period when the Prospectus is required to be delivered under the 1933 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act.

         SECTION 4.        Payment of Expenses.

         (a)      Expenses. The Operating Partnership will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters, the Indenture
and such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Securities, (iii) the preparation,
issuance and delivery of the certificates for the Securities to the
Underwriters, (iv) the fees and disbursements of the Operating Partnership's
counsel, accountants and other advisors, (v) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of the Blue Sky Survey and any supplement thereto, (vi) the printing and
delivery to the Underwriters of copies of each preliminary prospectus and of the
Prospectus and any amendments or supplements thereto, (vii) the preparation,
printing and delivery to the Underwriters of copies of the Blue Sky Survey and
any supplement thereto, (viii) the fees and expenses of the Trustee, including
the fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Securities, (ix) the costs and expenses of the Operating
Partnership relating to investor presentations on any "road show" undertaken in
connection with the marketing of the Securities, including without limitation,
expenses associated with the production of road show slides and graphics, fees
and expenses of any consultants engaged in connection with the road show
presentations, travel and lodging expenses of the representatives and officers
of the Operating Partnership and any such consultants, and the cost of aircraft
and other transportation chartered in connection with the road show and (x) any
fees payable in connection with the rating of the Securities.

         (b)      Termination of Agreement. If this Agreement is terminated by
the Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Operating Partnership shall reimburse the Underwriters for
all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.


                                       10


         SECTION 5.        Conditions of Underwriters' Obligations.  The
obligations of the several Underwriters hereunder are subject to the accuracy of
the representations and warranties of the Operating Partnership contained in
Section 1 hereof as of the date hereof and as of the Closing Time and to the
performance by the Operating Partnership of its covenants and other obligations
hereunder, and to the following further conditions:

         (a)      Effectiveness of Registration Statement. The Registration
Statement shall remain effective and at Closing Time no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission, and
any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the
Underwriters. The Prospectus shall have been filed with the Commission in
accordance with Rule 424(b).

         (b)      Opinion of Counsel for Operating Partnership. At Closing Time,
the Representatives shall have received the opinion, dated as of Closing Time,
of King & Spalding, LLP, counsel for the Operating Partnership, in form and
substance satisfactory to counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters to the
effect set forth in Exhibit A hereto. In giving such opinion such counsel may
rely, as to all matters governed by the laws of jurisdictions other than the law
of the States of New York and Georgia and the federal law of the United States,
upon the opinions of counsel satisfactory to the Representatives. Such counsel
may also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Operating Partnership and its subsidiaries and certificates of public officials.

         (c)      Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Mayer, Brown, Rowe & Maw LLP, counsel for the Underwriters, together
with signed or reproduced copies of such letter for each of the other
Underwriters with respect to the matters set forth in the first sentences of
clauses (i) and (ii) and the matters set forth in clauses (iii) (with respect to
the binding effect and enforceability of the Indenture), (iv) (with respect to
the binding effect and enforceability of the Securities) and (xii) of Exhibit A
hereto and the final paragraph thereof. In giving such opinion such counsel may
rely, as to all matters governed by the laws of jurisdictions other than the law
of the State of New York and the federal law of the United States, upon the
opinions of counsel satisfactory to the Representatives. Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Operating
Partnership and its subsidiaries and certificates of public officials.

         (d)      Officers' Certificate. At Closing Time, the Representatives
shall have received a certificate, in form and substance reasonably satisfactory
to the Representatives, of the President or a Vice President of the Operating
Partnership and of the chief financial or chief accounting officer of the
Operating Partnership, dated as of Closing Time, as to the absence of the
matters set forth in Section 9(a)(i) hereof and to the effect that (i) the
representations and warranties in Section 1(a) hereof are true and correct with
the same force and effect as though expressly made at and as of Closing Time,
(ii) the Operating Partnership has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied at or prior to Closing
Time and (iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or, to their knowledge, contemplated by the
Commission.

         (e)      Accountant's Comfort Letter. At the time of the execution of
this Agreement, the Representatives shall have received from Pricewaterhouse
Coopers LLP a letter dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters containing statements and information of the type
ordinarily included in


                                       11


accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectus.

         (f)      Bring-down Comfort Letter. At Closing Time, the
Representatives shall have received from Pricewaterhouse Coopers LLP a letter,
dated as of Closing Time, to the effect that they reaffirm the statements made
in the letter furnished pursuant to subsection (e) of this Section, except that
the specified date referred to shall be a date not more than three business days
prior to Closing Time.

         (g)      Maintenance of Rating. At Closing Time, the Securities shall
be rated at least Baa3 by Moody's Investor's Service Inc. and BBB by Standard &
Poor's Ratings Group, a division of McGraw-Hill, Inc., since the date of this
Agreement, there shall not have occurred a downgrading in the rating assigned to
the Securities or any of the Company's or the Operating Partnership's other debt
securities by any "nationally recognized statistical rating agency", as that
term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933
Act, and no such organization shall have publicly announced that it has under
surveillance or review its rating of the Securities or any of the Company's or
the Operating Partnership's other debt securities, in each case, with negative
implications (which shall not include announcements with positive implications
of a possible upgrading, and no implication of a possible downgrading, of such
rating).

         (h)      Additional Documents. At Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as they
may require for the purpose of enabling them to pass upon the issuance and sale
of the Securities as herein contemplated, or in order to evidence the accuracy
of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Operating
Partnership and its partner(s) in connection with the issuance and sale of the
Securities as herein contemplated shall be satisfactory in form and substance to
the Representatives and counsel for the Underwriters.

         (i)      Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representatives by notice to the Operating
Partnership at any time at or prior to Closing Time, and such termination shall
be without liability of any party to any other party except as provided in
Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such
termination and remain in full force and effect.

         SECTION 6.        Indemnification.

         (a)      Indemnification of Underwriters. The Operating Partnership
agrees to indemnify and hold harmless each Underwriter, its affiliates, as such
term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its
selling agents and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto) or the omission
         or alleged omission therefrom of a material fact required to be stated
         therein or necessary to make the statements therein not misleading or
         arising out of any untrue statement or alleged untrue statement of a
         material fact contained in any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;


                                       12


                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Operating Partnership;

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Wachovia
         Securities), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

provided, however, that (A) this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Operating Partnership by
any Underwriter through Wachovia Securities expressly for use in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto); and (B) as to any
preliminary prospectus, the Prospectus or any amendment or supplement thereto,
this indemnity agreement shall not inure to the benefit of any Underwriter on
account of any loss, liability, claim, damage or expense arising from the fact
that such Underwriter sold Securities to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) as then amended or
supplemented in any case where such delivery is required by the 1933 Act if the
Company has previously furnished copies thereof to such Underwriter in the
quantities requested and the loss, claim, damage or liability of such
Underwriter results from an untrue statement or omission of a material fact
contained in such preliminary prospectus, Prospectus (excluding documents
incorporated by reference) or amendment or supplement thereto, which the Company
has sustained the burden of proving was corrected in the Prospectus (excluding
documents incorporated by reference) as then amended or supplemented.

         (b)      Indemnification of Operating Partnership, Directors and
Officers. Each Underwriter severally agrees to indemnify and hold harmless the
Operating Partnership, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Operating
Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Operating Partnership by such Underwriter through
Wachovia Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

         (c)      Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not prejudiced as a result thereof and in any event shall not relieve it from
any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Wachovia Securities,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Operating


                                       13


Partnership. An indemnifying party may participate at its own expense in the
defense of any such action and may assume the defense thereof with counsel
satisfactory to such indemnified party, and shall pay the fees and expenses of
such counsel; provided, however, that (i) if the indemnifying party fails to
assume such defense in a timely manner or (ii) if there exists or is reasonably
likely to exist in the opinion of the indemnified party a conflict of interest
or different defenses that would make it inappropriate in the judgment of such
indemnified party for the same counsel to represent both the indemnified party
and the indemnifying party, then such indemnified party shall be entitled to
retain its own counsel at the expense of the indemnifying party. In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 or Section 7 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

         SECTION 7.        Contribution.  If the indemnification provided for
in Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Operating Partnership on the one hand and the Underwriters on the other hand
from the offering of the Securities pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Operating Partnership
on the one hand and of the Underwriters on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

         The relative benefits received by the Operating Partnership on the one
hand and the Underwriters on the other hand in connection with the offering of
the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Operating Partnership and the total underwriting discount received by the
Underwriters, in each case as set forth on the cover of the Prospectus bear to
the aggregate initial public offering price of the Securities as set forth on
the cover of the Prospectus.

         The relative fault of the Operating Partnership on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Operating Partnership or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The Operating Partnership and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7. The
aggregate amount of


                                       14


losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act and each Underwriter's Affiliates and selling agents shall have the
same rights to contribution as such Underwriter, and each director (or person of
similar managerial role) of the Operating Partnership, each officer of the
Company and/or Operating Partnership who signed the Registration Statement, and
each person, if any, who controls the Operating Partnership within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Operating Partnership. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A hereto and not joint.

         SECTION 8.        Representations, Warranties and Agreements to
Survive.  All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Operating Partnership or any of
its subsidiaries submitted pursuant hereto, shall remain operative and in full
force and effect regardless of (i) any investigation made by or on behalf of any
Underwriter or its Affiliates or selling agents, any person controlling any
Underwriter, its officers or directors or any person controlling the Operating
Partnership and (ii) delivery of and payment for the Securities.

         SECTION 9.        Termination of Agreement.

         (a)      Termination; General. The Representatives may terminate this
Agreement, by notice to the Operating Partnership, at any time at or prior to
Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
Prospectus (exclusive of any supplement thereto), any material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Operating Partnership and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business,
which in the judgment of the Representatives makes it impracticable or
inadvisable to market the Securities or (ii) if there has occurred any material
adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or economic
conditions, in each case the effect of which is such as to make it, in the
judgment of the Representatives, impracticable or inadvisable to market the
Securities or to enforce contracts for the sale of the Securities or (iii) if
trading in any securities of the Company or the Operating Partnership has been
suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the New York Stock Exchange or in the
Nasdaq National Market has been suspended or materially limited, or minimum or
maximum prices for trading have been fixed, or maximum ranges for


                                       15


prices have been required, by any of said exchanges or by such system or by
order of the Commission, the National Association of Securities Dealers, Inc. or
any other governmental authority or (iv) a material disruption has occurred in
commercial banking or securities settlement or clearance services in the United
States or (v) if a banking moratorium has been declared by either Federal or New
York authorities.

         (b)      Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         SECTION 10.       Default by One or More of the Underwriters.  If one
or more of the Underwriters shall fail at Closing Time to purchase the
Securities which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"), the Representatives shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

                  (a)      if the number of Defaulted Securities does not exceed
10% of the aggregate principal amount of the Securities to be purchased
hereunder, each of the non-defaulting Underwriters shall be obligated, severally
and not jointly, to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or

                  (b)      if the number of Defaulted Securities exceeds 10% of
the aggregate principal amount of the Securities to be purchased hereunder, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement, either the Representatives or the Operating Partnership shall
have the right to postpone Closing Time for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements. As used herein, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 10.

         SECTION 11.       Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives c/o Wachovia Capital
Markets, LLC, One Wachovia Center, 301 South College Street, Charlotte, NC
attention of Debt Capital Markets; and notices to the Operating Partnership
shall be directed to it at Post Apartment Homes, L.P. Attn: Christopher J. Papa,
4401 Northside Parkway, Suite 800, Atlanta, GA 30327, Facsimile: 404-504-9388,
with a copy to King & Spalding LLP, 191 Peachtree Street, Atlanta, GA 30303,
Facsimile: 404-572-5147 Attn: John J. Kelley, III.

         SECTION 12.       Parties.  This Agreement shall inure to the benefit
of and be binding upon each of the Underwriters and the Operating Partnership
and their respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters and the Operating Partnership and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal


                                       16


representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Operating Partnership and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

         SECTION 13.       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 14.       TIME.  TIME SHALL BE OF THE ESSENCE OF THIS
AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO
NEW YORK CITY TIME.

         SECTION 15.       Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same Agreement.

         SECTION 16.       Effect of Headings.  The Section headings herein are
for convenience only and shall not affect the construction hereof.


                                       17


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Operating Partnership a counterpart
hereof, whereupon this instrument, along with all counterparts, will become a
binding agreement between the Underwriters and the Operating Partnership in
accordance with its terms.

                                         Very truly yours,

                                         POST APARTMENT HOMES, L.P.



                                          By:  POST GP HOLDINGS, INC.



                                         By /s/ Christopher J. Papa
                                           ------------------------------------
                                           Title: Executive Vice President and
                                                  Chief Financial Officer

CONFIRMED AND ACCEPTED, as of the date first above written:

WACHOVIA CAPITAL MARKETS, LLC



By /s/ Teresa Hee
  -----------------------------------
  Title: Director

MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED



By /s/ Mark E. Hagan
  -----------------------------------
  Title: Director

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.


                                       18


                                   SCHEDULE A



                                                                                                Principal
          Name of Underwriter                                                             Amount of Securities
          -------------------                                                             --------------------
                                                                                       
Wachovia Capital Markets, LLC                                                                 $  60,000,000
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated                                                                         40,000,000
                                                                                              =============
Total............................................................................             $ 100,000,000



                                     Sch A-1


                                   SCHEDULE B

         1.       The initial public offering price of the Securities shall be
99.831% of the principal amount thereof, plus accrued interest, if any, from the
date of issuance.

         2.       The purchase price to be paid by the Underwriters for the
Securities shall be 0.625% of the principal amount thereof.

         3.       The interest rate on the Securities shall be 5.125% per annum.


                                     Sch B-1


                                                                      Exhibit A

         (i)      The Operating Partnership has been duly formed and is validly
existing as a limited partnership under the laws of the state of Georgia. The
Operating Partnership has partnership power and authority to own, lease and
operate its properties and to conduct the business in which it is engaged, and,
to such counsel's knowledge, is duly qualified as a foreign entity in the
jurisdictions set forth in an exhibit to the opinion. All of the issued and
outstanding interests in the Operating Partnership have been duly authorized and
validly issued and fully paid.

         (ii)     The Company, each Significant Subsidiary, and Post GP has been
duly formed and is validly existing and in good standing under the laws of the
jurisdiction of its formation and has the power and authority to own, lease and
operate its properties and to conduct the business in which it is engaged.

         (iii)    Each of the Base Indenture and the Supplemental Indenture have
been duly authorized, executed and delivered by the Operating Partnership and,
assuming that the Trustee has duly authorized, executed and delivered the Base
Indenture and the Supplemental Indenture and has otherwise satisfied all legal
requirements applicable to it to the extent necessary to make the Base Indenture
and the Supplemental Indenture binding against it, each of the Base Indenture
and the Supplemental Indenture constitute valid and binding agreements of the
Operating Partnership, enforceable against the Operating Partnership in
accordance with their terms, subject, as to the enforcement of remedies, to
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights and remedies of creditors generally, and the effects of general
principles of equity. The Indenture has been duly qualified under the 1939 Act.

         (iv)     The issuance, execution and delivery of the Securities have
been duly authorized by the Operating Partnership. The Securities when duly
executed and delivered by the Operating Partnership and duly authenticated in
accordance with the terms of the Indenture and delivered and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement, will be
valid and binding obligations of the Operating Partnership, enforceable against
the Operating Partnership in accordance with their terms, subject, as to the
enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting the rights and remedies of creditors generally, and
the effects of general principles of equity.

         (v)      The Underwriting Agreement has been duly authorized, executed
and delivered by the Operating Partnership.

         (vi)     The execution and delivery of the Underwriting Agreement by
the Operating Partnership, and the performance by the Operating Partnership of
its obligations thereunder and the consummation of the transactions contemplated
thereunder, (A) do not conflict with or constitute a breach or violation of, or
default under, to the knowledge of such counsel, any instrument or agreement
filed or incorporated by reference as an exhibit to the Registration Statement
to which the Operating Partnership is a party or by which it or any of its
respective properties or other assets or any Property may be bound or subject,
except such breaches, violations or defaults that could not reasonably be
expected to have a Material Adverse Effect; (B) do not and will not result in a
violation of the certificate of limited partnership or partnership agreement of
the Operating Partnership; or (C) do not and will not result in a violation of
any law, rule, regulation, judgment, order, writ or decree known to us to be
applicable to the Operating

                                      A-1


Partnership, except for such violations that could not be reasonably expected to
have a Material Adverse Effect.

         (vii)    The Registration Statement is effective under the 1933 Act
and, to counsel's knowledge based solely upon telephonic confirmation from the
staff of the Commission, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been initiated or threatened by the Commission. The Prospectus
was timely filed in the manner required by Rule 424 of the 1933 Act.

         (viii)   The Securities and the Indenture conform in all material
respects to the descriptions thereof contained in the Prospectus.

         (ix)     No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than the 1933 Act and 1939 Act,
which have been obtained, or as may be required under the securities or blue sky
laws of the various states) is required to be made by the Operating Partnership
in connection with the authorization, execution and delivery of the Underwriting
Agreement or for the offering, issuance, sale or delivery of the Securities.

         (x)      To the knowledge of such counsel, there is no action, suit or
proceeding before or by any court or governmental agency or body, domestic or
foreign, now pending or threatened against or affecting the Company, the
Operating Partnership, any Significant Subsidiary or any material property of
the Operating Partnership that is required to be disclosed in the Registration
Statement (other than as disclosed therein).

         (xi)     Neither the Company nor the Operating Partnership is required
to be registered as an investment company under the 1940 Act.

         (xii)    At the time the Registration Statement became effective and at
the date of the Prospectus, the Registration Statement and the Prospectus (other
than the financial statements and notes thereto, the financial statement
schedules and other financial data included or incorporated by reference therein
or omitted therefrom, and the Statement of Eligibility on Form T-1, as to which
such counsel need not express any opinion), excluding the documents incorporated
by reference therein, complied as to form in all material respects with the
requirements of the 1933 Act and the 1939 Act.

         (xiii)   Each document heretofore filed pursuant to the 1934 Act and
incorporated or deemed to be incorporated by reference in the Prospectus (other
than the financial statements and notes thereto, the financial statement
schedules and other financial data included or incorporated by reference therein
or omitted therefrom, as to which such counsel need not express any opinion)
complied as to form in all material respects with the requirements of the 1934
Act in effect at the date of their respective filings.

         (xiv)    The Company was organized and has operated in conformity with
the requirements for qualification and taxation as a REIT each of its taxable
years beginning with the year ended December 31, 1993, and its current
organization and method of operation will enable it to continue to meet the
requirements for qualification and taxation as a REIT.

         (xv)     The Operating Partnership and each Significant Subsidiary that
is a partnership or limited liability company under state law ("Subsidiary
Partnership") are properly classified as partnerships or disregarded entities,
and not as corporations or as associations taxable as corporations, for federal
income tax purposes throughout the period from July 22, 1993 through the date
hereof, or, in the case of


                                      A-2


any Subsidiary Partnerships that have terminated, through the date of
termination of such Subsidiary Partnerships.

         (xvi)    Although the discussion set forth in the Prospectus under the
caption "Certain Federal Income Tax Considerations" does not purport to discuss
all possible United States federal income tax consequences of the purchase,
ownership, and disposition of the Securities, such discussion constitutes, in
all material respects, a fair and accurate summary under current law of the
material United States federal income tax consequences of the purchase,
ownership and disposition of the Securities by a holder who purchases such
Securities, subject to the qualifications set forth therein. The United States
federal income tax consequences of an investment in the Securities by an
investor will depend upon that holder's particular situation, and we express no
opinion as to the completeness of the discussion set forth in "Certain Federal
Income Tax Considerations" as applied to any particular holder.

Such counsel shall additionally state that such counsel has in its capacity as
counsel for the Operating Partnership, such counsel has participated in
conferences with officers and other representatives of the Operating
Partnership, the independent public accountants for the Operating Partnership,
the representatives of the Underwriters and counsel to the Underwriters during
which the contents of the Registration Statement and the Prospectus and related
matters were discussed. Although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus (except as
set forth in paragraphs (xii) and (xvi) above), on the basis of the information
that was developed in the course of the performance of the services referred to
above, considered in light of such counsel's understanding of applicable law,
nothing has come to such counsel's attention that caused it to believe that the
Registration Statement (other than the financial statements and notes thereto,
the financial statement schedule and other financial data included or
incorporated by reference therein or omitted therefrom or the Statement of
Eligibility on Form T-1, as to which such counsel need not express a belief), as
of the time it became effective under the 1933 Act, contained an untrue
statement of material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
that the Prospectus (other than the financial statements and notes thereto, the
financial statement schedule and other financial data included or incorporated
by reference therein or omitted therefrom or the Statement of Eligibility on
Form T-1, as to which such counsel need not express a belief), as of the date of
the Prospectus or as of the date hereof, contained an untrue statement of
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

Such counsel (A) may rely as to all matters of fact, upon certificates and
written statements of officers and employees of and accountants for the
Operating Partnership, Post GP and the Company and (B) may rely as to the
qualification and good standing of each of the Operating Partnership or any of
the Subsidiaries to do business in any state or jurisdiction, upon certificates
of appropriate government officials or opinions of counsel in such
jurisdictions, which opinions shall be in form and substance satisfactory to
counsel for the Underwriters.


                                      A-3

EX-4.(A)

                                                                   EXHIBIT 4(a)

                                      NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK), TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED NO.:                                                PRINCIPAL AMOUNT
                                                                   $100,000,000
CUSIP NO.: 737415AG4

                           POST APARTMENT HOMES, L.P.
                              5 1/8% NOTE DUE 2011

         POST APARTMENT HOMES, L.P., a Georgia limited partnership (the
"Issuer," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or its
registered assigns (the "Holder"), upon presentation, the principal sum of ONE
HUNDRED MILLION DOLLARS ($100,000,000) on October 12, 2011 (the "Maturity
Date"), and to pay interest on the outstanding principal amount thereon from
October 12, 2004, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually in arrears on April
12 and October 12 of each year (each an "Interest Payment Date"), commencing
April 12, 2005, and at the Stated Maturity, at the rate of 5 1/8% per annum,
computed on the basis of a 360-day year comprised of twelve 30-day months, until
the entire principal amount hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture (hereinafter defined), be paid to the person
in whose name this Note (the "Note") (or one or more predecessor Notes) is
registered at the close of business on March 29 of each year (regardless of
whether such day is a Business day) for the April 12 Interest Payment Date and
September 28 of each year (regardless of whether such day is a Business Day) for
the October 12




Interest Payment Date (each a "Regular Record Date"). Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the Person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not more than 15 days and not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. Payments of the principal and interest on,
this Note will be made at the office or agency of the Trustee (hereinafter
defined) maintained for that purpose at c/o Harris Trust Bank of New York, Wall
Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005, or elsewhere
as provided in the Indenture, in United States Dollars; provided, however, that
at the option of the Issuer payment of interest may be made by (i) check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register kept for the Notes pursuant to Section 305 of the
Indenture (the "Note Register") or (ii) transfer to an account of the Person
entitled thereto located inside the United States. Payments of principal and
interest in respect of this Note will be made by wire transfer of immediately
available funds, in such coin or currency as at the time of payment is legal
tender for the payment of public and private debts, so long as this Note is in
global form as described in Section 203 of the Indenture. If this Note is not in
global form, all such payments will be made by wire transfer of immediately
available funds if the Holder hereof at the applicable record date shall have
provided wire transfer instructions to the Trustee, received by the Trustee no
later than 15 days prior to the applicable payment date, and otherwise payment
shall be made in accordance with Section 307 of the Indenture. Such wire
transfer instructions shall remain in effect until revoked in a writing received
by the Trustee from the Holder hereof.

         This Note is one of a fully authorized issue of securities of the
Issuer issued under an Indenture, dated as of September 15, 2000 (the
"Indenture"), as supplemented by the First Supplemental Indenture between the
Issuer and Sun Trust Bank, (the "Trustee," which term includes any successor
trustee under the Indenture with respect to the Notes), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and Holders of the Notes, and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This Note is one of
the series designated as the "5 1/8% Notes due 2011," limited in the aggregate
principal amount to $100,000,000.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Issuer on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Issuer, in each case, upon compliance by the Issuer with certain conditions set
forth in the Indenture, which provisions apply to this Note.

         The Notes are redeemable, as a whole part or in part, at the option of
the Issuer, at any time or from time to time, by mailing notice to the
registered address of each holder of such Notes at least 30 days but not more
than 60 days prior to the redemption. The redemption prices will be equal to the
greater of (1) 100% of the principal amount of the Notes to be redeemed or


                                       2


(2) the sum of the present values of the Remaining Scheduled Payments (as
defined below) on those securities discounted, on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months), at a rate equal to the sum of
the applicable Treasury Rate (as defined below) plus 20 basis points. In either
case, accrued interest will be paid to the date of redemption. On and after the
redemption date, interest will cease to accrue on the Notes or any portion of
the Notes called for redemption (unless the Issuer defaults in the payment of
the redemption price and accrued interest). On or before the redemption date,
the Issuer will deposit with a paying agent (or the Trustee) money sufficient to
pay the redemption price of and accrued interest on the Notes to be redeemed on
that date. If less than all of the Notes are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by a method the Trustee deems to be
fair and appropriate.

         In addition to the covenants of the Issuer contained in the Indenture,
the Issuer makes the following covenants with respect to, and for the benefit of
the Holders of, the Notes:

                  Limitations On Incurrence of Debt. The Issuer will not, and
         will not permit a Subsidiary to, incur any Debt (as defined below),
         other than intercompany Debt (representing Debt to which the only
         parties are Post Properties, Inc., a Georgia corporation (the
         "Company"), the Issuer and any Subsidiaries, but only so long as such
         Debt is held solely by any of the Company, the Issuer and any
         Subsidiary), if, immediately after giving effect to the incurrence of
         such additional Debt, the aggregate principal amount of all outstanding
         Debt of the Issuer and its Subsidiaries on a consolidated basis
         determined in accordance with generally accepted accounting principles
         is greater than 60% of the sum of (i) Total Assets (as defined below)
         as of the end of the fiscal quarter covered in the Issuer's Annual
         Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may
         be, most recently filed with the Securities and Exchange Commission
         (or, if such filing is not permitted under the Securities Exchange Act
         of 1934, as amended, with the Trustee) prior to the incurrence of such
         additional Debt and (ii) the increase in Total Assets from the end of
         such quarter including, without limitation, any increase in Total
         Assets resulting from the incurrence of such additional Debt (such
         increase together with the Issuer's Total Assets is referred to as the
         "Adjusted Total Assets").

                  In addition to the foregoing limitation on the incurrence of
         Debt, the Issuer will not, and will not permit any Subsidiary to, incur
         any Secured Debt other than intercompany Debt if, immediately after
         giving effect to the incurrence of such additional Secured Debt, the
         aggregate principal amount of all outstanding Secured Debt of the
         Issuer and its Subsidiaries on a consolidated basis is greater than 40%
         of Adjusted Total Assets. Debt shall be deemed to be "incurred" by the
         Issuer and its Subsidiaries on a consolidated basis whenever the Issuer
         and its Subsidiaries on a consolidated basis shall create, assume,
         guarantee or otherwise become liable in respect thereof.

                  In addition to the foregoing limitations on the incurrence of
         Debt, the Issuer will not, and will not permit any Subsidiary to, incur
         any Debt, other than intercompany Debt, if the ratio of Consolidated
         Income Available for Debt Service to the Annual Debt


                                       3


         Service Charge (in each case as defined below) for the period
         consisting of the four consecutive fiscal quarters most recently ended
         prior to the date on which such additional Debt is to be incurred shall
         have been less than 1.5 to 1, on a pro forma basis after giving effect
         to the incurrence of such Debt and to the application of the proceeds
         therefrom, and calculated on the assumption that (i) the incurrence of
         such Debt and any other Debt by the Issuer or its Subsidiaries since
         the first day of such four-quarter period and the application of the
         proceeds therefrom, including to refinance other Debt, had occurred at
         the beginning of such period, (ii) the repayment or retirement of any
         other Debt by the Issuer or its Subsidiaries since the first day of
         such four-quarter period had been repaid or retired at the beginning of
         such period (except that, in making such computation, the amount of
         Debt under any revolving credit facility shall be computed based upon
         the average daily balance of such Debt during such period), and (iii)
         in the case of any increase or decrease in Total Assets, or any other
         acquisition or disposition by the Issuer or any Subsidiary of any asset
         or group of assets, since the first day of such four-quarter period,
         including, without limitation, by merger, stock purchase or sale, or
         asset purchase or sale, such increase, decrease or other acquisition or
         disposition or any related repayment of Debt had occurred as of the
         first day of such period with the appropriate adjustments to net income
         and Debt levels with respect to such increase, decrease or other
         acquisition or disposition being included in such pro forma
         calculation. For purposes of the adjustments referred to in clause
         (iii) of the preceding sentence, any income earned (or loss incurred)
         as a result of any such increase, decrease or other acquisition or
         disposition referred to in clause (iii) for a period less than such
         four-quarter period shall be annualized for such four-quarter period.

         Maintenance of Total Unencumbered Assets. The Issuer is required to
         maintain Total Unencumbered Assets of not less than 150% of the
         aggregate outstanding principal amount of the outstanding Unsecured
         Debt of the Issuer.

         As used herein:

         "Annual Debt Service Charge" as of any date means the amount which is
expensed in any 12-month period for interest on Debt of the Issuer and its
Subsidiaries.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes. "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Issuer.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.


                                       4


Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations (as defined below) for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

         "Consolidated Income Available for Debt Service" for any period means
Consolidated Net Income plus amounts which have been deducted in determining
Consolidated Net Income during such period for (i) Consolidated Interest
Expense, (ii) provision for taxes of the Issuer and its Subsidiaries based on
income, (iii) amortization (other than amortization of debt discount) and
depreciation, (iv) provisions for losses from sales or joint ventures, (v)
increases in deferred taxes and other non-cash items, (vi) charges resulting
from a change in accounting principles, and (vii) charges for early
extinguishment of debt, and less amounts which have been added in determining
Consolidated Net Income during such period for (a) provisions for gains from
sales or joint ventures, and (b) decreases in deferred taxes and other non-cash
items.

         "Consolidated Interest Expense" means, for any period, and without
duplication, all interest (including the interest component of rentals on
capitalized leases, letter of credit fees, commitment fees and other like
financial charges) and all amortization of debt discount on all Debt (including,
without limitation, payment-in-kind, zero coupon and other like securities) of
the Issuer and its Subsidiaries, but excluding legal fees, title insurance
charges and other out-of-pocket fees and expenses incurred in connection with
the issuance of Debt, all determined in accordance with generally accepted
accounting principles.

         "Consolidated Net Income" for any period means the amount of
consolidated net income (or loss) of the Issuer and its Subsidiaries for such
period determined on a consolidated basis in accordance with generally accepted
accounting principles.

         "Debt" of the Issuer or any Subsidiary means any indebtedness of the
Issuer and its Subsidiaries, whether or not contingent, in respect of (i)
borrowed money evidenced by bonds, notes, debentures or similar instruments,
(ii) indebtedness secured by a mortgage, pledge, lien, charge, encumbrance or
any security interest existing on property owned by the Issuer and its
Subsidiaries, (iii) the reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued or amounts representing
the balance deferred and unpaid of the purchase price of any property except any
such balance that constitutes an accrued expense or trade payable or (iv) any
lease of property by the Issuer and its Subsidiaries as lessee which is
reflected in the Issuer's consolidated balance sheet as a capitalized lease in
accordance with generally accepted accounting principles, in the case of items
of indebtedness under (i) through (iii) above to the extent that any such items
(other than letters of credit) would appear as a liability on the Issuer's
consolidated balance sheet in accordance with generally accepted accounting
principles, and also includes, to the extent not otherwise included, any
obligation by the Issuer or any Subsidiary to be liable for, or to pay, as
obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), indebtedness of another person (other than the
Issuer or any Subsidiary) (it being understood that Debt shall be deemed to be
incurred by the Issuer and its


                                       5


Subsidiaries on a consolidated basis whenever the Issuer and its Subsidiaries on
a consolidated basis shall create, assume, guarantee or otherwise become liable
in respect thereof); provided, however, that the term Debt shall not include any
such indebtedness that has been the subject of an "in substance" defeasance in
accordance with generally accepted accounting principles.

         "Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and at least one other primary U.S. Government securities
dealer in New York City selected by Wachovia Capital Markets, LLC, and their
respective successors; provided that, if any of the foregoing ceases to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Issuer will substitute another Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealers and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealers, at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

         "Remaining Scheduled Payments" means, with respect to the Notes to be
redeemed, the remaining scheduled payments of principal of and interest on those
Notes that would be due after the related redemption date but for that
redemption; provided, however, that if such redemption date is not an interest
payment date with respect to the Notes to be redeemed, the amount of the next
succeeding scheduled interest payment on those Notes will be reduced by the
amount of interest accrued on such Notes to such redemption date.

         "Secured Debt" means Debt secured by any mortgage, trust deed, deed of
trust, deed to secure debt, security agreement, pledge, conditional sale or
other title retention agreement, capitalized lease, or other like agreement
granting or conveying security title to or a security interest in real property
or other tangible assets.

         "Senior Executive Group" shall mean, collectively, those individuals
holding the offices of Chairman, Vice Chairman, President, Chief Executive
Officer, Chief Operating Officer, or any Executive Vice President of the
Company.

         "Subsidiary" means (i) any corporation or other entity the majority of
the shares of the non-voting capital stock or other equivalent ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by the Issuer or Post GP Holdings, Inc, a Georgia
corporation and the Issuer's general partner ("Post GP Holdings") and the
majority of the shares of the voting capital stock or other equivalent ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by the Issuer, Post GP Holdings, any other
Subsidiary, and/or one or more individuals of the Senior Executive Group (or, in
the event of death or disability of any of such individuals, his/her respective
legal representative(s)), or such individuals' successors in office as an
officer of Post GP Holdings or the Secretary of such Subsidiary, and (ii) any
other entity (other than Post GP Holdings) the accounts of which are
consolidated with the accounts of the Issuer.


                                       6


         "Total Assets" as of any date means the sum of (i) Undepreciated Real
Estate Assets and (ii) all other assets of the Issuer and its Subsidiaries on a
consolidated basis determined in accordance with generally accepted accounting
principles (but excluding intangibles and accounts receivable).

         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets not securing any portion of Secured Debt, and (ii) all other
assets of the Issuer and its Subsidiaries not securing any portion of Secured
Debt determined in accordance with generally accepted accounting principles (but
excluding accounts receivable and intangibles).

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding that redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.

         "Undepreciated Real Estate Assets" as of any date means the cost
(original cost plus capital improvements) of real estate assets of the Issuer
and its Subsidiaries on such date, before depreciation and amortization,
determined on a consolidated basis in accordance with generally accepted
accounting principles.

         "Unsecured Debt" means Debt of the Issuer or any Subsidiary that is not
Secured Debt.

         If an Event of Default as defined in the Indenture with respect to the
Notes shall occur and be continuing, the principal of, and premium, if any, on,
the Notes may be declared, and upon such declaration shall become, due and
payable in the manner and with the effect provided in the Indenture.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or Trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee and
offered the Trustee reasonable indemnity and the Trustee shall not have received
from the Holders of a majority in principal amount of the Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of principal hereof
or any interest on or after the respective due dates expressed herein.

         Neither the Company, Post GP Holdings nor any other partner of the
Issuer shall have any obligation or liability for payment of the Notes, and
holders of the Notes will have no claims or other recourse against the Company,
Post GP Holdings or any other partner of the Issuer, or


                                       7


against any assets of the Company, Post GP Holdings or any other partner of the
Issuer, in respect of the Notes; and the holders of the Notes shall not have any
right to enforce any obligation of a partner to make a contribution to the
Issuer under any provision of the Agreement of Limited Partnership. Neither the
Company, Post GP Holdings nor any other partner of the Issuer nor any of their
respective assets shall be subject to any lien, levy, execution or any other
enforcement procedure relating directly or indirectly to the Notes or any
obligations hereunder; provided, however, that in the event of a dissolution of
the Issuer, any assets of the Issuer that are received by the Company or Post GP
Holdings in such dissolution shall be subject to the claims of the holders of
the Notes for the enforcement of payment thereof.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Notes. The Indenture also
contains provisions permitting the Holders of not less than a majority in
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on, this Note at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Issuer in any Place of Payment where the principal of, premium, if any, and
interest on, this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar for the Notes duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereon one or more Notes of this
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the
same.


                                       8


         No service charge shall be made for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THE NOTES INCLUDING THIS NOTE, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS
MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused "CUSIP" numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purposes.


                                       9


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under this corporate seal this 12th day of October, 2004.

                                       POST APARTMENT HOMES, L.P.

                                       By:      Post GP Holdings, Inc.
                                                  as General Partner



                                                By:
                                                   ----------------------------
                                                   Christopher J. Papa
                                                   Executive Vice President and
                                                   Chief Financial Officer

Attest:



- --------------------------------------
Sherry W. Cohen
Executive Vice President and Secretary

[SEAL]


                                       10


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

SUNTRUST BANK, as Trustee



By:
   ---------------------------------
   Authorized Officer



By:
   ---------------------------------
   Authorized Officer



                                       11


                                 ASSIGNMENT FORM

                   FOR VALUE RECEIVED, the undersigned hereby
                         sells, assigns and transfers to


PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBERS OF ASSIGNS



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



- --------------------------------------------------------------------------
(Please Print or Typewrite Name and Address Including Zip Code of Assignee



- --------------------------------------------------------------------------
the within Note of Post Apartment Homes, L.P. and ________________________
hereby does irrevocably constitute and appoint



- --------------------------------------------------------------------------
Attorney to transfer said Note on the books of the within-named Trust with
Full power of substitution in the premises.



Dated:
      ---------------                   ----------------------------------

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


NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever.


                                       12

EX-5.(A)

                                                                   EXHIBIT 5(a)

                                                   191 Peachtree Street
                                                   Atlanta, Georgia  30303-1763
                                                   www.kslaw.com

                                                   Direct Dial: 404-572-4600
                                                   Direct Fax:  404-572-5100


October 6, 2004


Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327

         Re:      Post Apartment Homes, L.P. - 5 1/8% Notes due 2011

Ladies and Gentlemen:

                  We have acted as counsel for Post Apartment Homes, L.P., a
Georgia limited partnership (the "Operating Partnership") in connection with the
registration under the Securities Act of 1933, as amended, of $100,000,000
aggregate principal amount of 5 1/8% Notes due 2011 (the "Notes") pursuant to a
Prospectus Supplement dated October 6, 2004 (the "Prospectus Supplement").

         In connection with this opinion, we have reviewed such matters of law
and examined original, certified, conformed or photographic copies of such other
documents, records, agreements and certificates as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such review we have assumed the
genuineness of signatures on all documents submitted to us as originals and the
conformity to original documents of all copies submitted to us as certified,
conformed or photographic copies. We have relied, as to the matters set forth
therein, on certificates of public officials. As to certain matters of fact
material to this opinion, we have relied, without independent verification, upon
certificates of Post GP Holdings, Inc., a Georgia corporation and the general
partner of the Operating Partnership, and of certain officers of Post GP
Holdings.

                  We have assumed that the execution and delivery of, and the
performance of all obligations under, the Indenture dated as of September 15,
2000 as supplemented by the First Supplemental Indenture dated December 1, 2000,
(collectively, the "Indenture") between the Operating Partnership and SunTrust
Bank, as the trustee (the "Trustee") will be duly authorized by all requisite
action by the Trustee, and that the Indenture was duly executed and delivered
by, and is a valid and binding agreement of, the Trustee, enforceable against
the Trustee in accordance with its terms.




Post Apartment Homes, L.P.
October 6, 2004
Page 2


                  This opinion is limited in all respects to the laws of the
States of Georgia and New York, and no opinion is expressed with respect to the
laws of any other jurisdiction or any effect which such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated
herein.

                  Based upon the foregoing, and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:

         (i)      The Operating Partnership is a validly existing limited
partnership under the laws of the State of Georgia;

         (ii)     Upon the issuance and sale thereof as described in the
Prospectus Supplement and, when executed by the Operating Partnership and duly
authenticated by the Trustee in accordance with the terms of the Indenture, the
Notes will be valid and binding obligations of the Operating Partnership,
enforceable against the Operating Partnership in accordance with their terms,
subject, as to the enforcement of remedies, to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights and remedies of
creditors generally, and the effects of general principles of equity.

                  This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Operating Partnership in connection with the matters addressed herein.
This opinion may not be furnished to or relied upon by any person or entity for
any purpose without our prior written consent.

                  We hereby consent to the filing of this opinion as an Exhibit
to the current report on Form 8-K and to the reference to us under the caption
"Legal Matters" in the Prospectus Supplement dated October 6, 2004.

                                        Very truly yours,


                                        /s/ King & Spalding LLP
                                        ----------------------------------
                                        King & Spalding LLP