SecProbe.io

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September 14, 2004

Via Facsimile (404) 572-6999 and U.S. Mail

Gregory M. Chait
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Suite 1600
Atlanta, Georgia 30303

Re:	Secured Income L.P.
	Schedule TO filed September 1, 2004
	by AIMCO Properties, L.P.
	File No. 5-54251

Dear Mr. Chait:

We have reviewed the above-referenced filing and have the following
comments.

General

1. We note that AIMCO/Bethesda Holdings, Inc. is identified as a
member of the Form 13D filing Group but has not been named as a bidder
on the Schedule TO.  Please advise us why you believe AIMCO/Bethesda
Holdings, Inc. is not a bidder in the tender offer. Before drafting
your response, please review "Identifying the Bidder in a Tender
Offer" in the Division of Corporation Finance`s Current Issues and
Rulemaking Projects Outline, available on our web site at www.sec.gov.
Summary Term Sheet

2. We note the filing fee has been based upon the assumption that
821,805 units will have been purchased through the offer.  We also
understand the number of units purchased is dependent in part upon the
partnership agreement and offer condition relating to 320 record
holders.  Notwithstanding the foregoing, revise the first bullet point
to specifically identify the number of partnership units sought in the
offer.  See Item 1004(a)(1)(i) of Regulation M-A.

3. Briefly expand the first bullet point to clarify that the purchase
price will be reduced by the amount of any distributions prior to
expiration of the offer and to indicate that at least 10 business days
will remain in the offer in the event the offer price is reduced by
any distributions.

4. Revise the last bullet point to clarify that a subsequent offering
period is not available under Rule 14d-11.
Acceptance for Payment ..., page 7

5. Refer to the second paragraph of this section.  Please revise your
disclosure to briefly discuss the "appropriate adjustments" you intend
to make to avoid fractional units in the event you use proration in
purchasing tendered units.

6. Refer to the third full paragraph on page 8.  Please discuss any
potential delays involved with determining the final proration
results.

7. Refer to the final paragraph of this section.  Please note that to
the extent you assign AIMCO your right to purchase tendered notes to
one or more of your affiliates while the current offer remains
ongoing, you must revise your offer materials to include those
affiliates as filing persons and signatories on your Schedule TO.
Please confirm your understanding in your response.

Extension of Tender Period ..., page 11

8. Refer to the final paragraph of this section.   You state that the
reason you are unable to provide a subsequent offering period is
because of the "remote possibility that you may purchase fewer than
all units tendered."  Please revise your disclosure to reflect that
the primary legal impediment to your reliance on Rule 14d-11 is that
the offer is for less than all of the outstanding units.  See Rule
14d-11(b).

Determination of Offer Price, page 21

9. If practicable, quantify the calculations underlying your
liquidation analysis.  In addition, expand your discussion of the
capitalization rates to indicate the annual incomes of the cited
properties and the estimated value of such properties when using such
capitalization rates.  See Section III.B.1 of Exchange Act Release No.
34-43069 (July 24, 2000).

Closing Comments

As appropriate, please amend your documents in response to these
comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses to
our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

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

* you 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

* you 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 direct any questions to me at (202) 942-1976.  You may also
contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

						Sincerely,

						Michael Pressman
						Office of Mergers
						and Acquisitions

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