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):
May 31, 2006

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 9.01.  Financial Statements and Exhibits.

(c)   Exhibits.

99.1 Computation of Ratio of Earnings to Fixed Charges of Post Apartment Homes, L.P.

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.

Date: May 31, 2006

POST PROPERTIES, INC.
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.

Date: May 31, 2006

POST APARTMENT HOMES, L.P. 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	Computation of Ratio of Earnings to Fixed Charges of Post Apartment Homes, L.P.

EX-99.1

====================================================================================================================================

Exhibit 99.1

POST APARTMENT HOMES, L.P.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)

	Three Months
	Ended
	March 31, 2006			Year Ended December 31,
	2006			2005			2004			2003			2002			2001
Earnings:
Income (loss) from continuing operations	$	4,492		$	6,575		$	(25,088	)	$	(25,652	)	$	31,073		$	70,686
Minority interest in income (loss) of consolidated property partnerships		29			(239	)		(671	)		(1,605	)		(1,771	)		(1,715	)
Equity in (income) loss of unconsolidated entities		(312	)		(1,767	)		(1,083	)		(7,790	)		1,591			186
Income (loss) from continuing operations before minority interest and equity in income (loss) of unconsolidated entities		4,209			4,569			(26,842	)		(35,047	)		30,893			69,157
Add:
Distribution of income from investments in unconsolidated entities		516			2,033			1,929			11,294			—			—
Fixed Charges		17,066			69,641			85,690			78,767			78,003			83,398
Deduct:
Capitalized interest		(1,832	)		(2,907	)		(1,078	)		(3,555	)		(13,223	)		(22,124	)
Minority interest in income of consolidated property partnerships not incurring fixed charges		—			—			—			(73	)		—			—
Total Earnings ( A )	$	19,959		$	73,336		$	59,699		$	51,386		$	95,673		$	130,431
Fixed Charges:
Interest expense	$	14,047		$	61,059		$	69,084		$	70,860		$	61,811		$	57,930
Termination of debt remarketing agreement (interest expense) (1)		—			—			10,615			—			—			—
Amortization of deferred financing costs		935			4,661			4,304			3,801			2,327			1,978
Capitalized interest		1,832			2,907			1,078			3,555			13,223			22,124
Rentals (2)		252			1,014			609			551			642			1,366
Total Fixed Charges ( B )	$	17,066		$	69,641		$	85,690		$	78,767		$	78,003		$	83,398
Ratio of Earnings to Fixed Charges ( A / B )		1.2	x		1.1	x		0.7	x(3)		0.7	x(3)		1.2	x		1.6	x

(1)	In December 2004, Post Apartment Homes, L.P. terminated a remarketing agreement related to its $100,000, 6.85% Mandatory Par Put Remarketed Securities due in March 2015. In connection with the termination of the remarketing agreement, Post Apartment Homes, L.P. paid $10,615 (interest expense), including transaction expenses. Under the provisions of the remarketing agreement, the remarketing agent had the right to remarket the $100,000, unsecured notes in March 2005 for a ten-year term at an interest rate calculated as 5.715% plus Post Apartment Homes, L.P.’s then current credit spread to the ten-year treasury rate. Post Apartment Homes, L.P. re-paid these unsecured notes in March 2005.
(2)	For the three months ended March 31, 2006 and for the years ended December 31, 2005, 2004 and 2003, the interest factor of rental expense is calculated as one-third of rental expense. For the years ended December 31, 2002 and 2001, the interest factor of rental expense is calculated as one-third of rental expense for all leases except for two leases for which the interest factor is calculated as 100% of rental expense. Post Apartment Homes, L.P. believes these represent appropriate interest factors.
(3)	Post Apartment Homes, L.P. would need additional earnings of $25,991 for the year ended December 31, 2004 and $27,381 for the year ended December 31, 2003 for the Ratio of Earnings to Fixed Charges to equal 1.0.