SecProbe.io

October 5, 2010
 John Bezzant  Senior Vice President  Apartment Investment and Management Company  4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237

Re: Apartment Investment and Management Company
 Registration Statement on Form S-4  Filed September 14, 2010  File No. 333-169353

Dear Mr. Bezzant:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
General

1. We note your disclosure on page 94 regardi ng the incorporation by reference of Aimco
OP’s periodic reports.  Please provide us with an analysis detailing your eligibility to incorporate by reference the filings of Aimco OP in this Form S-4.
2. We note that on page 94 of your registration statement on Form S-4, you did not properly
incorporate future filings prior to the effec tive date of your registration statement.  See
Compliance and Disclosure Interpretations , Securities Act Forms, Question 123.05.
Therefore, please amend your registration st atement, as necessar y, to specifically
incorporate by reference any quarterly reports or  applicable current reports that are filed
after your initial registration statemen t and prior to effectiveness.
3. Please amend your registration statement to provide undertakings required by Item 512(a)(5) and (6) of Regulation S-K.

John Bezzant
Apartment Investment and Management Company
October 5, 2010 Page 2
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Adam F. Turk, Attorney-Adviso r, at (202) 551-3657 or me at (202) 551-
3233 with any questions.
Sincerely,

        T o m  K l u c k
        B r a n c h  C h i e f    cc:  Jonathan Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Via facsimile : (213) 621-5396