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Correspondence

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

November 17, 2009

Correspondence Filing Via Edgar

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Mail Stop 4561

    450 Fifth Street, NW

    Washington, D.C. 20549

    Attn:

    Cicely LaMothe

    Wilson K. Lee

    Re:

    Apartment Investment and Management Company

    File No. 001-13232

    Form 10-K for the year ended December 31, 2008

Ladies & Gentlemen:

This letter responds to the comments of the staff of the Securities and Exchange Commission
(the “Staff”) addressed to Paul Beldin on behalf of Apartment Investment and Management Company
(the “Company”), in a letter dated September 18, 2009. The Company’s response to the Staff’s
comments are set forth below and are numbered to correspond to the numbering of the Staff’s
comments in the Staff’s letter.

* * * * *

Financial Statements and Notes

Consolidated Statements of Income, page F-4

    1.

    Comment: We have considered your response to comment one and as previously communicated, we
continue to believe a revision to historical results to reclass the provision for impairment
losses for operating real estate and real estate development assets within operating income is
appropriate. Please advise us of your progress in addressing this comment.

United States Securities and Exchange Commission

November 17, 2009

Page 2 of 4

Response: On August 6, 2009, Wilson K. Lee, Staff Accountant at the Securities and Exchange
Commission (the “SEC”), telephoned Amy B. Freed, the Partnership’s outside counsel at Hogan &
Hartson LLP, and indicated that the Staff’s views with regard to the Company’s classification of
impairment losses had not changed and that the Staff continued to believe that the Company should revise its Form 10-K for the year ended December 31, 2008 to reclassify the provision for
impairment losses for operating real estate and real estate development assets into operating
income. Mr. Wilson invited Ms. Freed and the Company to contact Louise Dorsey in the Office of
Chief Accountant if the Partnership wished to discuss this comment further. The Company determined
that it would be preferable to resolve all outstanding comments from the Staff, including the EITF
D-98 and EITF 00-19 questions, before contacting the front office of the Division of Corporation
Finance so that all open issues could be addressed together. Ms. Freed communicated this intended
approach to Mr. Lee on August 13, and Mr. Lee had no objections. Accordingly, upon the resolution
the Staff’s other comments, the Company intends to contact Ms. Dorsey and resume a discussion with
the Staff on the reclassification of impairment losses.

Note 14 — Earnings Per Unit, pages F-44

    2.

    Comment: We note for the purposes of calculating diluted EPS, you have devised and
implemented a policy that determines whether preferred unit redemptions shall be settled in
cash or shares of common stock. Please describe your policy in detail and the facts and
circumstances you relied upon in determining that you have a positive intent and ability to
cash settle that would overcome the presumption of share settlement. Reference is made to
paragraph 29 of SFAS 128 and EITF Topic D-72. Your discussion should also indicate how your
historical past experience correlates with your implemented policy.

Response: In the fourth quarter of 2008 AIMCO Properties, L.P. (the “Partnership”), a consolidated
subsidiary, adopted a policy governing whether preferred unit redemptions would be settled in cash
or stock. The policy requires the Partnership to calculate, on a quarterly basis, the ratio of (i)
the Company’s internally calculated net asset value per share (determined using market inputs on an
individual assets basis) as of the previous quarter end, to (ii) the average market price for a
share of the Company’s common stock for the preceding quarter (the “NAV/Price ratio”). The policy
also requires the Partnership to measure the magnitude of dilution on diluted per unit earnings,
funds from operations, pro-forma funds from operations and adjusted funds from operations (the
“Performance Measures”) for the previous quarter from an assumed share settlement (based on the
average market price of the Company’s common stock) for such quarter (the “Dilution Calculations”).
In the event the NAV/Price ratio exceeds 1.20 or the Dilution Calculations result in greater than
10% dilution on any of the per unit Performance Measures, the policy states that any preferred unit
redemption requests during the three month period covered by such policy calculation shall be
settled in cash rather than shares of the Company’s common stock, unless (1) the payment of such
cash would cause an event of default, as defined, under the Partnership’s credit facility, or (2)
the amount available for borrowing under the Partnership’s credit facility less amounts outstanding
under letters of credit issued under such credit facility is less than the required cash settlement
amount. If either of these exceptions to cash settlement are present, the Partnership continues to
have the option to settle in shares or cash, but settlement in shares is assumed for purposes of
calculating the Company’s per unit Performance Measures.

The policy reflects the economic consequences the Partnership evaluates when determining whether to
settle preferred unit redemption requests in cash or shares of the Company’s common stock. The
Partnership’s historical experience is consistent with the application of this policy.

United States Securities and Exchange Commission

November 17, 2009

Page 3 of 4

Beginning in the fourth quarter of 2008, the policy became the sole basis for determining of the
method of redemption if the thresholds were met. During periods in which the NAV/Price ratio
exceeds 1.00, the Partnership believes shares of the Company’s common stock are trading in the
market for a discount to the Partnership’s estimated value for these shares. In periods during
which this discount is large (e.g. greater than 20%), the Partnership generally believes it is more
economically prudent to redeem preferred units in cash rather than with an equity instrument the
Partnership believes the market has undervalued. Alternatively, during periods in which the
NAV/Price ratio is less than 1.00, the Partnership believes the market value for shares of the
Company’s common stock are overvalued as compared to the Partnership’s internally estimated value
per share.

In periods when the NAV/Price ratio has exceeded 1.20, the Partnership has generally settled
preferred redemptions with cash. From 2005 through August 2009, of the 156,000 preferred units
redeemed by the Partnership, 93% were settled with cash. The majority of the 7% that were
share-settled were during periods when the market price of shares of the Company’s common stock and
the estimated net asset value per share were in closer parity. Since the fourth quarter of 2008
the Partnership has followed the policy, which has resulted in all settlements of such redemptions
for cash.

The Company and Partnership believe the policy regarding share settlement alternatives and the
facts and circumstances that the Partnership relied upon in determining its positive intent and
ability to cash settle sufficiently overcomes the presumption of share settlement for preferred
units set forth in paragraph 29 of SFAS 128, as such guidance indicates the presumption “may be
overcome if past experience or a stated policy provides a reasonable basis to believe the contract
will be paid partially or wholly in cash.” The Partnership’s past settlement experience discussed
above, demonstrates a historical intent and ability to settle preferred redemptions in cash. Since
adoption, the Partnership has followed the policy which has resulted in settling all preferred
redemptions in cash. In establishing the policy, the Partnership additionally considered factors
that may limit its ability to cash settle redemptions, including liquidity constraints and debt
covenants (as discussed above in the description of the policy). The amounts available for
borrowing under the Partnership’s credit facility (after consideration of amounts outstanding under
letters of credit issued under such credit facility) are well in excess of $86 million, which is
the maximum liquidation preference for the preferred units. Additionally, there are no limitations
imposed by debt covenants that could preclude the Partnership from cash settling these redemption
requests. Based on the foregoing considerations, the Partnership concluded it had the positive
intent and ability to cash settle preferred redemption requests.

Following the Partnership’s adoption of this policy during the fourth quarter 2008 and through
August 2009, the Partnership has redeemed approximately 100,000 preferred units under the policy
and all such redemptions have been settled in cash based on the policy calculations.

United States Securities and Exchange Commission

November 17, 2009

Page 4 of 4

As
requested by the Staff, the Company acknowledges that: (a) the Company is
responsible for the adequacy and accuracy of the disclosure in its filings; (b) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings; and (c) 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.

If you have further questions regarding the information provided, please contact Ernie
Freedman, Executive Vice President and Chief Financial Officer, at (303) 691-4316 (phone) or (720)
493-6545 (facsimile) or me at (303) 691-4554 (phone) or (720) 493-6549 (facsimile).

Sincerely,

/s/ Paul Beldin

Paul Beldin

Chief Accounting Officer

    Cc:

    Amy B. Freed, Hogan & Hartson LLP

Lisa R. Cohn, Aimco

Ernie Freedman, Aimco