SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. :

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CUSIP No. 737464107

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¹ Assumes full exercise of currently-exercisable options and the full exchange of limited partnership units in Post Apartment Homes, L.P. beneficially owned by John A. Williams.

² Includes 1,406 shares of Common Stock held by John A. Williams' spouse and 25,000 shares owned by the John A. Williams Foundation, Inc.

³ Based on 38,002,848 shares of Common Stock outstanding as of November 7, 2003, as disclosed by Post Properties, Inc. in its Quarterly Report on Form 10-Q dated November 14, 2003, reporting results for the quarter ended September 30, 2003.

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CUSIP No. 737464107

Amendment No. 5 to Schedule 13D

Reference is made to the Statement on Schedule 13D filed July 22, 1993 on behalf of John A. Williams, as amended by Amendment No. 1 thereto filed on March 6, 1995, Amendment No. 2 thereto filed on April 7, 2003, Amendment No. 3 thereto filed on May 6, 2003, and Amendment No. 4 thereto filed on August 28, 2003 (as amended, the "Schedule 13D") with respect to Mr. Williams' beneficial ownership of shares of common stock, par value $0.01 per share (the "Common Stock") of Post Properties, Inc. (the "Issuer"). The information set forth in this Amendment No. 5 to Schedule 13D in the responses to each separate Item shall be deemed to be a response to all Items where such information is relevant. Any statement contained in the Schedule 13D shall be deemed to be modified or superceded for purposes of this Amendment No. 5 to Schedule 13D to the extent that a statement contained herein modifies or supercedes such statement.

(a)    As of the close of business on February 19, 2004, Mr. Williams directly owned 790,659 shares of Common Stock, and indirectly owned 90,097 shares of Common Stock. As of such date, Mr. Williams also owned options to purchase 413,071 shares of Common Stock, all of which are currently exercisable. As of such date, Mr. Williams directly owned 149,761 limited partnership units in Post Apartment Homes, L.P. (the "Units") and indirectly owned through control of certain limited partnerships and other legal entities 603,787 Units, which Units are exchangeable for an aggregate of 753,548 shares of Common Stock. Assuming full exercise of the options and full conversion of the Units, the 2,047,375 shares of Common Stock beneficially owned by Mr. Williams represent approximately 5.4 % of the outstanding Common Stock (based on 38,002,848 shares of Common Stock disclosed as outstanding as of November 7, 2003 by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

(b)   Number of shares as to which the reporting person has:

	(i)	Sole power to vote or direct the vote:	2,020,469
	(ii)	Shared power to vote or direct the vote:	26,906*
	(iii)	Sole power to dispose or to direct the disposition:	2,020,469
	(iv)	Shared power to dispose or to direct the disposition:	26,906*

* Voting and dispositive power with respect to 1,406 shares is shared with Mr. Williams' spouse and 25,500 shares is shared with the John A. Williams Foundation, Inc.

(c)    All transactions in shares of Common Stock by Mr. Williams in the 60 days prior to the filing of this Amendment No. 5 to Schedule 13D are set forth below:

(d)    Not applicable.

(e)    Not applicable.

Mr. Williams has pledged 767,142 shares of Common Stock as collateral to secure a term loan, maturing in 2006, made to Mr. Williams by Merrill Lynch. As of February 19, 2004, the total principal amount outstanding under such loan was approximately $8.8 million.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.