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):

February 28, 2006

Post Properties, Inc.

Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia	1-12080	58-1550675
Georgia	0-28226	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))

TABLE OF CONTENTS

	Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
	Item 9.01. Financial Statements and Exhibits.
Signatures
EXHIBIT INDEX
EX-99.1 NOTICE REGARDING 401(K) PLAN AND DEFERRED COMPENSATION PLAN

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

     On February 15, 2006, Post Properties, Inc. (the “Company”) sent a notice to participants in its Post Properties, Inc. 401(k) Plan (the “401(k) Plan”) informing them that the 401(k) Plan is changing recordkeepers and investment options. On February 22, 2006, the Company sent a notice to participants in its Post Properties, Inc. 2005 Deferred Compensation Plan for Directors and Eligible Employees (the “Deferred Compensation Plan”) informing them that the Deferred Compensation Plan is changing recordkeepers and investment options. The notices each stated that, as a result of these changes, during a period that was expected to begin at 4:00 PM (Eastern Time) on March 24, 2006 and end during the week of April 16, 2006 (the “Blackout Period”) (1) participants in the 401(k) Plan would be unable to direct or diversify assets held in their accounts or obtain a loan or distribution from the 401(k) Plan; (2) Post associates participating in the Deferred Compensation Plan would be unable to change their benchmark elections under or obtain a distribution from the Deferred Compensation Plan and (3) Post directors participating in the Deferred Compensation Plan would be unable to obtain distributions under the Deferred Compensation Plan.

     On February 28, 2006, the Company sent a blackout restriction notice (the “BTR Notice”) to its executive officers and directors informing them that, because the restrictions during the Blackout Period include restrictions on investment changes involving the Company’s common stock, $.01 par value per share, (“Common Stock”) and benchmark investment alternatives (which track the value of the Common Stock) held in the 401(k) Plan and the Deferred Compensation Plan, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR promulgated by the Securities and Exchange Commission, they would be prohibited during the Blackout Period from purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director.

     A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company provided this notice to its executive officers and directors at least 15 calendar days prior to the expected beginning date of the Blackout Period.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 Important Notice Regarding 401(k) Plan and Deferred Compensation Plan Blackout Period and Restrictions on Ability to Trade in Company Securities

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: February 28, 2006	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: February 28, 2006	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
	99.1	Important Notice Regarding 401(k) Plan and Deferred Compensation Plan Blackout Securities Period and Restrictions on Ability to Trade in Company

EX-99.1

Exhibit 99.1

Important Notice Regarding 401(k) Plan and Deferred Compensation Plan
Blackout Period and Restrictions on Ability to Trade in Company Securities

This notice is to inform you of significant restrictions on your ability to trade any equity securities of Post Properties, Inc. (the “Company”) during an upcoming “blackout period” that will apply to the Post Properties, Inc. 401(k) Plan (the “401(k) Plan”) and the Post Properties, Inc. 2005 Deferred Compensation Plan for Directors and Eligible Employees (the “Deferred Compensation Plan”). This special blackout period is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction).

The special blackout period is being imposed because of the changing of recordkeepers and investment options for the 401(k) Plan and Deferred Compensation Plan. This special blackout period is expected to begin at 4:00 PM (Eastern Time) on March 24, 2006 and end during the week of April 16, 2006. During the blackout period, (1) participants in the 401(k) Plan will be unable to direct or diversify assets held in their accounts or obtain a loan or distribution from the 401(k) Plan; (2) Post associates participating in the Deferred Compensation Plan will be unable to change their benchmark elections under or obtain a distribution from the Deferred Compensation Plan and (3) Post directors participating in the Deferred Compensation Plan will be unable to obtain a distribution under the Deferred Compensation Plan.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR, the Company’s directors and executive officers are prohibited — during this blackout period — from purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director (each a “Covered Transaction”).

Please note the following:

• “Equity securities” is defined broadly to include, among others:

• the Company’s common stock, $.01 par value per share (“Common Stock”),

• a director’s benchmark investment under the Deferred Compensation Plan (which tracks the value of the Common Stock),

• units of Post Apartment Homes, L.P. (“Units”),

• stock options, stock appreciation rights and restricted stock granted under the Post Properties, Inc. 2003 Incentive Stock Plan or any predecessor, and

• any other derivative securities.

• Covered Transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

• Among other things, these rules prohibit exercising stock options granted to you in connection with your employment as an executive officer or service as a director, selling shares of

	Common Stock acquired pursuant to such stock options, selling shares of Common Stock originally received as restricted stock or upon the vesting of restricted stock or selling shares to cover withholding taxes upon the exercise of stock options or the vesting of restricted stock.
•	Exemptions from these rules generally include dividend reinvestment plans, purchases under the Post Properties, Inc. Employee Stock Purchase Plan, sales required by law and certain other “automatic” transactions.

Inquiries with respect to this blackout period should be directed to Ms. Sherry W. Cohen, Executive Vice President and Corporate Secretary, Post Properties, Inc., 4401 Riverside Parkway, One Riverside, Suite 800, Atlanta, GA 30327, (404) 846-5025. You and other interested parties may also obtain, without charge, the actual beginning and ending date of the blackout period from Ms. Cohen during the blackout period and for a period of two years after the ending date of the blackout period.

These rules apply in addition to the trading restrictions under the Company’s insider trading policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits, and you may be subject to civil and criminal penalties. Because of the complexity of these rules and the severity of the penalties and other remedies, directors and executive officers are required to follow the Company’s pre-clearance procedures in connection with any proposed transaction in Company securities. If you have any questions regarding the Company’s pre-clearance procedures or your ability to engage in any transaction, please contact Sherry Cohen.

February 28, 2006