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Correspondence

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

April 7, 2011

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Business Services

100 F Street, NE

Washington, D.C. 20549-3561

Attn: Cicely LaMothe

    Re:

Apartment Investment and Management Company

Form 10-K for the Fiscal Year Ended December 31, 2010

File No. 001-13232

AIMCO Properties, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2010

File No. 000-24497

Ladies & Gentlemen:

This letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”)
addressed to Terry Considine on behalf of Apartment Investment and Management Company (“Aimco”) and AIMCO Properties,
L.P., a Delaware limited partnership (collectively, the “Companies”), in a letter dated March 24, 2011. The Companies’
responses to the Staff’s comments are set forth below.

* * * * *

Form 10-K

Business Overview, page 3

    1.

    Comment: We note your disclosure that you own and operate 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.

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United States Securities and Exchange Commission

April 7, 2011

Page 2 of 6

Response: The Companies measure conventional property asset quality based on average rents compared to local market
average rents as reported by a third-party provider of commercial real estate performance and analysis, with A-quality
assets earning rents greater than 125% of local market average, B-quality assets earning rents 90% to 125% of local
market average and C-quality assets earning rents less than 90% of local market average. This description of the
Companies’ rating system for measuring asset quality is included in the Portfolio Management subsection of the Business
Overview, commencing in the final paragraph on page 4; however, the Companies recognize the rating system is not
explained in the first instance the “B/B+” rating is discussed within their Form 10-K filings.

Although some other companies and Wall Street analysts within the multifamily real estate industry use asset class
ratings of A, B and C, some of which are tied to local market rent averages, the metrics used to classify asset quality
as well as the timing for which local markets rents are calculated may vary from company to company. Accordingly, the
Companies’ rating system is not broadly or consistently used in the multifamily real estate industry. In response to
the Staff’s comments, in future periodic reports, in the first instance within the document the “B/B+” asset quality
classification is used, the Companies will add a reference to the location in the document where such classification is
further explained and additionally indicate that the Companies’ rating system for measuring asset quality is neither
broadly nor consistently used in the multifamily real estate industry.

Property Operations, page 3

    2.

    Comment: We note your disclosure about average rents at the end of the first paragraph. Please advise us whether
free rent periods are factored into this calculation. We may have further comment.

Response: The average rents disclosed are calculated based on rental income recognized during the periods, which is
calculated on a straight-line basis in accordance with accounting principles generally accepted in the United States of
America, and, accordingly, free rent periods are factored into the calculations.

Portfolio Management, page 4

    3.

    Comment: We note your disclosure in the penultimate paragraph in this section regarding your dispositions. In
future periodic reports, please provide disclosure regarding the weighted average capitalization rates on your
dispositions and acquisitions during the reporting period. Please disclose how you calculate capitalization rates
for these purposes.

Response: In response to the Staff’s comment, the Companies confirm they will provide disclosure in future periodic
reports regarding the weighted average capitalization rates on dispositions and acquisitions, if any, during the
reporting period. Additionally, the Companies will provide disclosure regarding the calculation of capitalization
rates for these purposes, including how the capitalization rates are derived.

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United States Securities and Exchange Commission

April 7, 2011

Page 3 of 6

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21

    4.

    Comment: In future periodic reports, please provide disclosure regarding rental rate trends on new and renewed
leases.

Response: In response to the Staff’s comment, the Companies will provide disclosure regarding rental rate trends on
new and renewed leases within the Executive Overview within Management’s Discussion and Analysis of Financial Condition
and Results of Operations in future periodic reports. The Companies would also like to clarify to the Staff that they
disclose information regarding rental rate trends in the more detailed discussion of results of operations within
Management’s Discussion and Analysis of Financial Condition and Results of Operations which appears on page 25 of the
2010 Annual Report on Form 10-K.

Conventional Real Estate Operations, page 24

    5.

    Comment: We note your definition of same store properties in the first paragraph of this section. In future
periodic reports, please describe what you consider to be a “stabilized level” of occupancy and identify any
properties that have been removed from the same store pool in the most recent period.

Response: In response to the Staff’s comment, the Companies confirm in future periodic reports they will expand their
definition of same store properties to describe what they consider to be a “stabilized level” of occupancy and will
identify any properties that have been removed from the same store pool in the most recent period.

Financing Activities, page 40

Equity Transactions, page 41

    6.

    Comment: We note that your ATM offering program generated $14.4 million in net proceeds. In addition to this
information, please also disclose in future periodic reports the gross proceeds or, alternatively, the average
price per share.

Response: In response to the Staff’s comment, the Companies confirm they will disclose in future periodic reports the
gross proceeds, or alternatively, the average price per share, from stock offerings.

Financial Statements and Footnotes

Consolidated Statements of Operations, page F-4

    7.

    Comment: 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.

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United States Securities and Exchange Commission

April 7, 2011

Page 4 of 6

Response: Upon further review of the referenced guidance, the Companies acknowledge their disclosure of dividends
declared per share/unit on the face of their consolidated statements of operations does not comply with the guidance in
FASB ASC 260-10-45-5. The Companies will relocate their disclosure of dividends declared per share/unit to the
footnotes to their consolidated financial statements in future periodic reports.

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

Variable Interest Entities, page F-9

    8.

    Comment: We note that you deconsolidated partnerships that you hold an average interest of approximately 55%.
Please tell us the facts and circumstances that led you to conclude that such entities should be deconsolidated.

Response: In connection with their adoption of FASB Accounting Standards Update 2009-17, Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”), the Companies deconsolidated
partnerships that own ten properties in which they held an average economic interest of approximately 55%. Each of the
partnerships deconsolidated are variable interest entities that, prior to 2010, were consolidated based on a
determination that the Companies were the primary beneficiaries of these partnerships. Specifically, the Companies
were the holders of variable interests that would absorb the majority of the partnerships’ expected losses or receive a
majority of the partnerships’ expected residual returns and therefore the partnerships were consolidated under the
provisions of FASB ASC 810-10-25-38, prior to their modification by ASU 2009-17.

Effective January 1, 2010, based on the revised guidance regarding consolidation of variable interest entities
introduced in ASU 2009-17, the Companies concluded they do not hold controlling financial interests in these
partnerships and therefore that these partnerships should be deconsolidated. Specifically, the Companies concluded
they are not the holders of variable interests that have the power to direct the activities of the partnerships that
most significantly affect the partnerships’ economic performance (FASB Accounting Standards Codification
810-10-25-38A). The Companies determined the activities that are most significant to the partnerships’ economic
performance are those relating to the overall operations of the partnerships’ underlying apartment properties,
including the following:

    a.

    Creation of and approval of property operating and capital spending budgets;

    b.

    Establishment parameters regarding rental rates (including concessions);

    c.

    Property operations (including selection of property management company and operation of the property in
compliance with significant regulatory requirements);

    d.

    Property maintenance, including certain capital spending; and

    e.

    Recommendations regarding sale of the property.

For each of these partnerships, the Companies determined unrelated entities who are general partners in the
partnerships have the power to direct the activities discussed above, and the Companies do not have the unilateral
ability to exercise kick out rights or substantive participating rights.

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April 7, 2011

Page 5 of 6

Acquisition of Real Estate Assets and Related Depreciation and Amortization, page F-12

    9.

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

Response: The amortization period over which the Companies amortize the values of below market leases to rental
revenue includes reasonably assured lease renewal periods, in
accordance with FASB ASC 805-20-35-6. The Companies will clarify this disclosure in future periodic reports.

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

    10.

    Comment: We note that you own general partner interests in unconsolidated real estate partnerships. Given that
you are the general partner of these partnerships, explain to us how you determined that these entities should not
be consolidated.

Response: The majority of the unconsolidated partnerships in which the Companies own general partner interests are
limited partnerships that have more than one general partner and are variable interest entities. These partnerships
typically have an unrelated operating or managing general partner that is responsible for the day to day operation of
the partnership and underlying apartment property, and the Companies typically hold an administrative general partner
interest that has limited protective rights. The Companies evaluated these partnerships for consolidation in
connection with their adoptions of ASU 2009-17 and concluded that the unrelated operating or managing general partners
of these partnerships were the holders of variable interests with the power to direct the activities of the
partnerships that most significantly affect the partnerships’ economic performance (refer to the discussion of the
activities most significant to the partnerships’ economic performance in the response to Comment 8 above) and therefore
these general partners are the primary beneficiaries. The Companies hold administrative general partner interests and
do not have the unilateral ability to exercise kick out rights or participating rights that would substantively limit
the other general partners’ power to direct the activities most significant to the partnerships’ economic performance.

Other unconsolidated partnerships in which the Companies own general partner interests are not variable interest
entities and therefore have been evaluated for consolidation under the voting interest consolidation model (FASB
ASC 810-10-25). Several of these partnerships have more than one general partner and
shared control, requiring unanimous approval of the general partners for all significant decisions regarding the
operations and financing of the properties, and there are no qualitative factors that place control with one of the
general partners in the partnerships. Accordingly, although the Companies own general partner interests in these
partnerships, the Companies do not consolidate these partnerships based on a lack of control. Other partners in
several of the other partnerships evaluated under the voting consolidation model have kick out rights or substantive
participating rights that can be exercised through the vote of a simple majority of the interests held by entities
other than the Companies, and there are no significant barriers to the exercise of such rights, such as economic or
other disincentives to exercising such rights or a large number of individual partners required to attain the
affirmative vote of a simple majority. Accordingly, although the Companies own general partner interests in these
entities, the presumption of control is overcome by the existence of the kick out rights or substantive participating
rights.

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United States Securities and Exchange Commission

April 7, 2011

Page 6 of 6

Lastly, the Companies own general partner interests in partnerships that have not been consolidated based on a
determination that effect of consolidating such partnerships, both individually and in the aggregate, is not material
to the Companies’ consolidated financial statements. The amounts related to these partnerships which have been excluded
from the Companies’ consolidated financial statements represented less than 1% of total assets, total liabilities and
total equity (partners’ capital) as of December 31, 2010, and represented less than 1% of total revenues and operating
income and 0.02% of net loss and net loss attributable to the Companies’ common equity holders for the year ended
December 31, 2010.

As requested
by the Staff, the Companies acknowledge that: (a) the Companies
are responsible for the adequacy and
accuracy of the disclosure in their 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 Companies 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). In addition, in the event of additional correspondence on this matter or
correspondence on any future matter fro