SecProbe.io

Terry Considine
Apartment Investment & Management Co.
March 24, 2011 Page 1

March 24, 2011

 Terry Considine    Chief Executive Officer Apartment Investment & Management Co.  4582 South Ulster Street Parkway

Denver, CO 80237
Re: Apartment Investment & Management Co.
  Form 10-K for the Fiscal Year Ended December 31, 2010
File No. 001-13232
AIMCO Properties LP
  Form 10-K for the Fiscal Year Ended December 31, 2010
File No. 000-24497
 Dear Mr. Considine:
We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments a pply 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 filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K

Business Overview, page 3
 1. We note your disclosure that you own and ope rate a broadly diversified portfolio of
primarily class “B/B+” assets.  In future periodic reports, please explain this rating
system in greater detail and include in your explanation whether this system is
broadly used in your industry.

Terry Considine
Apartment Investment & Management Co.
March 24, 2011 Page 2

Property Operations, page 3
 2. We note your disclosure about average rents at the end of the first paragraph.  Pl
advise us whether free rent periods are f actored into this calculation.  We may have
further comment. ease
 Portfolio Management, page 4

 3. We note your disclosure in the penultimate paragraph in this section regarding your
dispositions.  In future periodic report s, please provide disclosure regarding the
weighted average capitalization rates on your  dispositions and acquisitions during the
reporting period.  Please disclose how you calculate capitalizati on rates for these
purposes.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 21

4. In future periodic reports, pl ease provide disclosure regard ing rental rate trends on
new and renewed leases.

Conventional Real Estate Operations, page 24

5. We note your definition of same store propertie s in the first paragraph of this sec
 In future periodic reports, please describe  what you consider to be a “stabilize
level” of occupancy and identify any properties that have been  removed from the
same store pool in the most recent period. tion.
d
 Financing Activities, page 40

 Equity Transactions, page 41

6. We note that your ATM offering program ge nerated $14.4 million in net proceeds.  In
addition to this information, please also disclose in future peri odic reports the gross
proceeds or, alternatively, th e average price per share.
 Financial Statements and Footnotes

 Consolidated Statements of Operations, page F-4

7. We note that you have included dividends per share on the face of your Statements of
Income versus in the notes to your financial statements.  Tell us how your disclosure complies with the guidance in FASB ASC 260-10-45-5.

Terry Considine
Apartment Investment & Management Co.
March 24, 2011 Page 3

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, page F-8
 Variable Interest Entities, page F-9

 8. We note that you deconsolidated partnershi ps that you hold an av erage interest of
approximately 55%.  Please tell us the facts and circumstances that led you to conclude that such entities should be deconsolidated.
 Acquisition of Real Estate A ssets and Related Depreciati on and Amortization, page F-12

 9. We note that the values of the above and be low market leases are amortized to rental
revenue over the expected remaining terms of  the associated leas es.  Please clarify
whether the amortization period relating to below market leases includes the lease
renewal period.

Note 4 – Investments in Unconsolidated  Real Estate Partnerships, page F-27

10. We note that you own general partner inte rests in unconsolidated real estate
partnerships.  Given that you are the general part ner of these partnerships, explain to
us how you determined that these entities should not be consolidated.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
•
 the company 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.

Terry Considine
Apartment Investment & Management Co.  March 24, 2011 Page 4

You may contact Angela McHale, Attorney at (202) 551-3402, Michael McTiernan,
Associate Director at (202) 551-3852, Yolanda  Crittendon, Accountant at (202) 551-3472 or
me at (202) 551-3413 with any questions.
Sincerely,    Cicely LaMothe
        S e n i o r  A s s i s t a n t  C h i e f  A c c o u t a n t