SecProbe.io

September 14, 2011

Via E-mail
John Bezzant  Executive Vice President  Apartment Investment and Management Company  4582 South Ulster Street Parkway, Suite 1100  Denver, Colorado 80237
Re: Apartment Investment & Management Co.
AIMCO Properties, L.P.  Amendment No. 1 to Registrati on Statement on Form S-4
Filed September 2, 2011 File No: 333-175848

Dear Mr. Bezzant:

We have limited our review of your registration statements and filings 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 statements or filings and
providing the requested information.  Where you do not believe our comments apply to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.
After reviewing any amendments to your regi stration statements and filings, and the
information you provide in response to these co mments, we may have additional comments.
Please note that the following comments ar e applicable to all filings named above.
Exhibit 8.2

1. We note that your tax opinion states that the informati on under the caption “Material
United States Federal Income Tax Considera tions” is a fair and accurate summary under
current law.  Please revise your opinion to opine upon the material tax consequences of
the merger.  Also include an opinion from couns el as to Aimco Properties, L.P.’s status
as a limited partnership.  In the alternative, please revise your disclosure on page 71 to
identify the section as the opinion of counsel.

John Bezzant
Apartment Investment and Management Company  September 14, 2010 Page 2
 2. We note that counsel has limited the use of th e tax opinion to the addressee and has stated
that it may not be relied upon by anyone else w ithout prior written consent.  Please note
that investors must be able to use and rely  upon the tax opinion in making an investment
decision about your securities.  Please have counsel revise its tax opinion to remove
statements which imply that invest ors may not rely upon the opinion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings in clude the information the Securities Act of 1933 and
the Securities Exchange Act of 1934 and all appli cable rules require.  Since the company and its
management are in possession of all facts re lating 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 statements 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
filings effective, it does not foreclose the Commission from taking any action with
respect to the filings;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filings effective, does not re lieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filings; 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 registration statements as
confirmation of the fact that those requesti ng acceleration are awar e of their respective
responsibilities under the Securities Act of 1933 and the Securiti es Exchange Act of 1934 as they
relate to the proposed public o fferings of the securities speci fied in the above registration
statements.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registrati on statements.

John Bezzant
Apartment Investment and Management Company  September 14, 2010 Page 3
 Please contact Adam F. Turk, Attorney-Adviso r, at (202) 551-3657 or me at (202) 551-
3233 with any questions.
Sincerely,
         / s /  T o m  K l u c k                  T o m  K l u c k           L e g a l  B r a n c h  C h i e f    cc:  Jonathan Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Via E-mail

Paul Nozick
Alston & Bird LLP
Via E-mail

Robert Mintz
Hogan Lovells
Via E-mail