EXHIBIT 31.2
CERTIFICATIONS
I, Christopher J. Papa, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Post
Properties, Inc. and Post Apartment Homes, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrants as of, and for, the periods presented in
this report;
4. The registrants' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrants and have:
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrants, including their
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrants'
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
c) Disclosed in this report any change in the registrants'
internal control over financial reporting that occurred
during the registrants' most recent fiscal quarter that
has materially affected, or is reasonably likely to
materially affect, the registrants' internal control
over financial reporting; and
5. The registrants' other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrants' auditors and the audit
committee of the registrants' board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrants' ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants' internal control over financial
reporting.
August 9, 2004
POST PROPERTIES, INC. POST APARTMENT HOMES, L.P.
a Georgia corporation a Georgia limited partnership
By: POST GP HOLDINGS, INC.,
/s/ Christopher J. Papa a Georgia corporation, its
- ------------------------------- sole general partner
Christopher J. Papa
Executive Vice President and
Chief Financial Officer /s/ Christopher J. Papa
-----------------------------
Christopher J. Papa
Executive Vice President and
Chief Financial Officer
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