SecProbe.io

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March 3, 2005

By Facsimile and U.S. Mail

Gregory M. Chait, Esq.
Craig D. Apolinsky, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309

Re:	Drexel Burnham Lambert Real Estate Assocs. II
      Schedule TO-T filed February 16, 2005
      Filed by AIMCO Properties LP, et al.

Dear Messrs. Chait and Apolinsky:

	We have the following comments on the above-referenced
filing:

Schedule TO

1. It does not appear that you have provided all information
required by Item 1010(c) of Regulation M-A in the document that was
disseminated to unit holders.  Please advise.

Offer to Purchase

2. We note that the offer may be subject to proration.  Tell us
how many days after the expiration of the offer you intend to pay for
or return tendered units.

Acceptance for Payment and Payment for Units, page 8

3. In the last paragraph of this section you reserve the right to
transfer or assign the right to purchase tendered units to one or
more of your affiliates.  Please be aware that any persons or
entities to whom you transfer or assign such right must be
included as a bidder in the offer.  Each such person or entity added as a
bidder must independently satisfy the disclosure, dissemination
and timing requirements of the tender offer rules.

Assignment of Interest in Future Distributions, page 10

4. We note the language here and in part (IV) of page 2 of the
letter of transmittal.  Revise the disclosure here and in the letter of
transmittal to clarify that a tendering unit holder has not
released the bidders or general partner from liability under the federal
securities laws related to this offer.  See Exchange Act Section
29(a).

Extension of Tender Period; Termination; Amendment; No Subsequent
Offering Period, page 12

5. We note the reference to governmental approvals required to
consummate the offer here and in the conditions section.  We are
unable to locate disclosure regarding required governmental
approvals on which you have conditioned the offer.  Revise to provide this
disclosure or eliminate this reference.

6. Revise the disclosure on page 12 to clarify that, if the offer
is extended, you will issue a press release or other public
announcement by 9 a.m. on the following business day, as required by Rule
14e-1(d).  The current disclosure states that you may do so.

Prior Tender Offers, page 24

7. What consideration have you given to disclosing the prices you
have offered for partnership units in tender offers and private
purchases prior to the most recent two year period?  It appears
that this information could be material to investors.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the filing persons are in possession of all facts relating
to the disclosure, they are responsible for the accuracy and adequacy
of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the filing persons acknowledging that

* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 942-1881.  You may
also contact me by facsimile at (202) 942-9638.

Sincerely,

Abby Adams
Special Counsel
Office of Mergers and Acquisitions

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