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): January 25, 2008

Post Properties, Inc.
Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia
Georgia
(State or other jurisdiction of incorporation)

1-12080
0-28226
(Commission File Number)

58-1550675
58-2053632
(IRS Employer Identification Number)

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

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 (see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement.

On January 25, 2008, Post Addison Circle Limited Partnership (“Post Addison Circle”), a Georgia limited partnership, executed a Multi-Family Note by and between Post Addison Circle, as the borrower, and Deutsche Bank Berkshire Mortgage, Inc., d/b/a DB Berkshire Mortgage, Inc., a Delaware corporation, as the lender (the “Note”). Post Addison Circle is wholly owned by Post Addison Circle GP, LLC, a Georgia limited liability company, as the General Partner thereof, and Addison Circle Limited Partner, LLC, a Georgia limited liability company, as the Limited Partner thereof, each of which is a wholly-owned subsidiary of Post Apartment Homes, L.P. (the “Operating Partnership”). The Note was issued pursuant to the Freddie Mac Conventional Cash Mortgage Purchase Program^TM pursuant to which it is expected to be assigned to the Federal Home Loan Mortgage Corporation, as the lender. The Note provides for a loan in the amount of $120 million which matures on February 1, 2015, and absent an event of default as defined under the Note, an automatic extension during an extension period ending February 1, 2016 (the “Extension Period”). The Note is secured by a deed of trust on Post Addison Circle^TM. The Note has a stated interest rate of 4.88% until January 31, 2015 and a variable interest rate during the Extension Period equal to the one month Freddie Mac Reference Billsâ Index plus a margin of 2.50%. Beginning March 1, 2008 and continuing until the initial maturity of the Note, accrued interest only is payable in consecutive monthly installments. If the Extension Period becomes effective, monthly installments of principal and interest or interest only will be payable during the Extension Period as provided in the Note. The Note contains representations, financial and other affirmative and negative covenants, events of default and remedies typical for this type of facility.

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The contents of Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure”. Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references Item 7.01 of this Current Report on Form 8-K.

Post Properties, Inc. (the “Company”) is furnishing a revised version of pages 21 and 22 from its Third Quarter 2007 Supplemental Financial Data package, entitled “Net Asset Value Supplemental Information” as Exhibit 99.1 of this Current Report on Form 8-K. The revised pages correct an inadvertent omission of Post Lake^® at Baldwin Park in the category entitled “Real estate assets under construction, lease-up or rehabilitation, at cost” under the caption “Other Asset Data.” Post Lake^® at Baldwin Park was acquired by the Company in the third quarter of fiscal 2007. The inclusion of Post Lake^® at Baldwin Park increases the adjustments to “Real estate assets under construction, lease-up or rehabilitation, at cost” by approximately $74.1 million. The Company has also replaced pages 21 and 22 in the version of its Third Quarter 2007 Supplemental Financial Data package included on its website at postproperties.com with the revised pages furnished with this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

          Exhibit 99.1 Revised Pages of Third Quarter 2007 Supplemental Financial Data Package

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.

     Dated: January 31, 2008

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.

     Dated: January 31, 2008

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	Index
99.1	Revised Pages of Third Quarter 2007 Supplemental Financial Data Package

EX-99.1

Exhibit 99.1

Post Properties, Inc.
Net Asset Value Supplemental Information
(Dollars in thousands, except per share or unit data)
(Unaudited)

This supplemental financial and other data provides adjustments to certain GAAP financial measures and Net Operating Income (“NOI”), which is a supplemental non-GAAP financial measure that the Company uses internally to calculate Net Asset Value (“NAV”). These measures, as adjusted, are also non-GAAP financial measures. With the exception of NOI, the most comparable GAAP measure for each of the non-GAAP measures presented below in the “As Adjusted” column is the corresponding number presented in the first column listed below.

The Company presents below NOI for the quarter ended September 30, 2007 for properties stabilized by July 1, 2007 so that a capitalization rate may be applied and an approximate value for the assets determined. Properties not stabilized by July 1, 2007 are presented at full undepreciated cost. Other tangible assets, total liabilities and the liquidation value of preferred shares are also presented.

Financial Data
(In thousands)

	Three months ended					As
Income Statement Data	September 30, 2007		Adjustments			Adjusted
Rental revenues	$	73,595	$	(4,008	)(1)	$	69,587
Other property revenues		4,245		(118	)(1)		4,127
Total rental and other revenues (A)		77,840		(4,126	)		73,714
Property operating & maintenance expenses (excluding depreciation and amortization) (B)		35,714		(7,392	)(1)		28,322
Property net operating income (Table 1) (A-B)	$	42,126	$	3,266		$	45,392
Assumed property management fee (calculated at 3% of revenues) (A x 3%)							(2,211	)
Assumed property capital expenditure reserve ($300 per unit per year based on 18,530 units)							(1,390	)
Adjusted property net operating income						$	41,791
Annualized property net operating income (C)						$	167,164
Apartment units represented		22,478		(3,948	)(1)		18,530

	As of					As
Other Asset Data	September 30, 2007		Adjustments			Adjusted
Cash & equivalents	$	2,643				$	2,643
Real estate assets under construction, lease-up or rehabilitation, at cost (2)		81,377		268,908	(2)		350,285
Land held for future development		186,698					186,698
For-sale condominiums and assets held for sale (3)		90,320		(38,717	)(3)		51,603
Investments in and advances to unconsolidated real estate entities (4)		22,707		(10,999	)(4)		11,708
Restricted cash and other assets		42,805					42,805
Cash & other assets of unconsolidated real estate entities (5)		5,629		(4,087	)(5)		1,542
Total (D)	$	432,179	$	215,105		$	647,284

Other Liability Data
Tax-exempt debt	$	9,895				$	9,895
Other notes payable		1,061,099					1,061,099
Other liabilities (6)		138,014		(22,192	)(6)		115,822
Total liabilities of unconsolidated real estate entities (7)		166,578		(116,744	)(7)		49,834
Total (E)	$	1,375,586	$	(138,936	)	$	1,236,650

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Other Data

	As of September 30, 2007
	# Shares/Units		Stock Price		Implied Value
Liquidation value of preferred shares (F)					$	95,000
Common shares outstanding		43,681
Common units outstanding		609
Total (G)		44,290	$	38.70	$	1,714,023
Implied market value of Company gross real estate assets (H) = (E+F+G-D)					$	2,398,389
Implied Portfolio Capitalization Rate (C÷H)						7.0	%

(1) The following table summarizes the adjustments made to the components of property net operating income for the three months ended September 30, 2007 to adjust property net operating income to the Company’s share for fully stabilized communities:

	Rental Revenue			Other Revenue			Expenses			Units
Under construction lease-up, or rehabilitation	$	(4,171	)	$	(245	)	$	(2,253	)		(2,639	)
Corporate property management expenses		—			—			(3,587	)		—
Company share of unconsolidated entities		1,666			114			681			(959	)
Acquired communities (in current quarter)		(801	)		(29	)		(357	)		(350	)
Held for sale operating properties		2,121			175			948			—
Corporate apartments and other		(2,823	)		(133	)		(2,824	)		—
	$	(4,008	)	$	(118	)	$	(7,392	)		(3,948	)

(2)	The “As Adjusted” amount represents CIP balance per the Company’s balance sheet plus the costs of properties under construction and lease-up that have been transferred to operating real estate assets as apartment units are completed, plus the gross book value for communities acquired or under rehabilitation during the third quarter of 2007.
(3)	The adjustment reflects a reduction for the depreciated book value of three apartment communities held for sale and included in discontinued operations at September 30, 2007, as the net property operating income of these communities has been included in adjusted property net operating income reflected above (see note 1).
(4)	The adjustment reflects a reduction for the investments in unconsolidated entities for entities with operating real estate assets as the Company’s net operating income of such investments is included in the adjusted net operating income reflected above, plus an adjustment to increase the Company’s investment in The Residences at 3630 Peachtree™ to the Company’s proportionate share of the real estate assets of such entity. The “As Adjusted” amount represents the Company’s share of the total assets of The Residences at 3630 Peachtree™.
(5)	The “As of September 30, 2007” amount represents cash and other assets of unconsolidated apartment and condominium conversion entities. The adjustment includes a reduction for the venture partners’ respective share of cash and other assets of the Company’s unconsolidated apartment and condominium conversion entities. The “As Adjusted” amount represents the Company’s respective share of the cash and other assets of unconsolidated apartment and condominium conversion entities.
(6)	The “As of September 30, 2007” amount consists of the sum of accrued interest payable, dividends and distributions payable, accounts payable and accrued expenses, security deposits and prepaid rents and minority interests in consolidated real estate entities as reflected on the Company’s balance sheet. The adjustment represents a reduction for the non-cash liability associated with straight-line, long-term ground lease expense of $12,240 and for credit investment balances of the Company’s investment in two unconsolidated entities of $9,952.
(7)	The “As of September 30, 2007” amount represents total liabilities of unconsolidated apartment and condominium conversion entities. The adjustment represents a reduction for the venture partner’s respective share of liabilities of unconsolidated apartment entities. The “As Adjusted” amount represents the Company’s respective share of liabilities of unconsolidated apartment and condominium conversion entities.

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