SecProbe.io

June 16, 2025
H. Lynn C. Stanfield
Chief Financial Officer
Apartment Investment and Management Company
4582 South Ulster Street, Suite 1450
Denver, CO 80237
Re:Apartment Investment and Management Company
Form 10-K for the year ended December 31, 2024
Form 8-K filed February 24, 2025
File No. 001-13232
Dear H. Lynn C. Stanfield:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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 June 4, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: William Demarest and Kristina Marrone   Re: Apartment Investment and Management Company Form 10-K for the year ended December 31, 2024 Form 8-K filed February 24, 2025 File No. 001-13232   Dear William Demarest and Kristina Marrone: This letter responds to the comments that Apartment Investment and Management Company (the “Company”, “we”, or “our”) received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated May 27, 2025, relating to the above-referenced filings. For reference, Staff comments have been included in italic, bold face type, followed by our responses in standard type. Form 10-K for the year ended December 31, 2024 Note 14 – Business Segments, page F-42 1. Please tell us how you have complied with ASC 280-10-50-26A in reporting significant expense categories regularly reported to your CODM.   The Company acknowledges the Staff’s comment. We respectfully advise the Staff that before adoption of Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, we disclosed “Property operating expenses” as a single line item representing an aggregation of all segment expenses. An example of this disclosure before adoption of ASU 2023-07, as presented within our Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on November 7, 2024, is depicted below:

 Development and Redevelopment

 Operating

 Other

 Proportionate and Other Adjustments (1)

 Corporate and Amounts Not Allocated to Segments (2)

 Consolidated

 Three Months Ended September 30, 2024

 Rental and other property revenues
 $
 6,631

 $
 39,281

 $
 4,979

 $
 2,267

 $
 —

 $
 53,158

 Property operating expenses

 3,940

 11,883

 3,829

 2,276

 1,409

 23,337

 Other operating expenses not allocated    to segments (3)

 —

 —

 —

 —

 31,295

 31,295

 Total operating expenses

 3,940

 11,883

 3,829

 2,276

 32,704

 54,632

 Proportionate property net operating    income (loss)

 2,691

 27,398

 1,150

 (9
 )

 (32,704
 )

 (1,474
 )

 Other items included in income before    income tax (4)

 —

 —

 —

 —

 (22,405
 )

 (22,405
 )

 Income (loss) before income tax
 $
 2,691

 $
 27,398

 $
 1,150

 $
 (9
 )

 $
 (55,109
 )

 $
 (23,879
 )

   After the adoption of ASU 2023-07, we separately identified “Controllable operating expenses”, “Real estate taxes, net of capitalized amounts”, “Utilities expense, net of utility reimbursements”, and “Property insurance expense, net of capitalized amounts” as the significant expense categories included in property net operating income (loss), our reported segment profit or loss measure. Each of these significant segment expense categories is regularly reported to the Company’s chief operating decision maker (“CODM”) and disclosed within the table presenting the results of operations for each segment in compliance

 with ASC 280-10-50-26A. An example of this disclosure after adoption of ASU 2023-07, as presented within our Form 10-K for the year ended December 31, 2024, filed with the Commission on February 24, 2025, is depicted below:

 Development and Redevelopment

 Operating

 Other

 Adjustments (1)

 Corporate and Amounts Not Allocated to Segments (2)

 Consolidated

 December 31, 2024

 Rental and other property revenues
 $
 9,852

 $
 140,099

 $
 6,690

 $
 7,977

 $
 44,061

 $
 208,679

 Controllable operating expenses (3)

 4,527

 18,567

 6,746

 —

 6,239

 36,079

 Real estate taxes, net of capitalized amounts

 1,963

 16,653

 593

 —

 7,312

 26,521

 Utilities expense, net of utility reimbursements

 1,959

 3,096

 255

 7,977

 1,410

 14,697

 Property insurance expense, net of capitalized amounts

 1,019

 2,773

 118

 —

 2,059

 5,969

 Other property operating expenses  (4)

 —

 —

 —

 —

 7,718

 7,718

 Property operating expenses

 9,468

 41,089

 7,712

 7,977

 24,738

 90,984

 Property net operating income (loss)

 384

 99,010

 (1,022
 )

 —

 19,323

 117,695

 Other operating expenses not allocated to segments (5)

 —

 —

 —

 —

 (119,196
 )

 (119,196
 )

 Other items included in income before    income tax (6)

 —

 —

 —

 —

 (105,570
 )

 (105,570
 )

 Income (loss) before income tax
 $
 384

 $
 99,010

 $
 (1,022
 )

 $
 —

 $
 (205,443
 )

 $
 (107,071
 )

   “Controllable operating expenses”, “Real estate taxes, net of capitalized amounts”, “Utilities expense, net of utility reimbursements”, and “Property insurance expense, net of capitalized amounts” represented 40%, 29%, 16%, and 7%, respectively, of consolidated Property operating expenses for the year ended December 31, 2024, presented in the Consolidated Statements of Operations . The remaining 8% was presented in the “Other property operating expenses” line, with disclosure of its components, to reconcile to consolidated Property operating expenses presented in the Consolidated Statements of Operations . The CODM uses “Controllable operating expenses”, “Real estate taxes, net of capitalized amounts”, “Utilities expense, net of utility reimbursements”, and “Property insurance expense, net of capitalized amounts” to manage operations and is not routinely provided further disaggregation of these significant expense categories.   Form 8-K filed February 24, 2025 Exhibits 2. We note that throughout your earnings release and supplemental schedules filed as Exhibit 99.1, you include disclosures related to the non-GAAP measures net operating income and property net operating income. In future filings please include a reconciliation of these measures to the most directly comparable GAAP measure.   The Company acknowledges the Staff’s comment. In future earnings releases and supplemental schedules, we will present a reconciliation of income (loss) before income tax benefit to property net operating income. We will also revise our disclosures to consistently reference property net operating income as the defined term, which previously had been used interchangeably with net operating income. An example of our proposed revised disclosure based on our earnings release and supplemental schedules filed as Exhibit 99.1 to the Form 8-K furnished to the Commission on February 24, 2025, is as follows: PROPERTY NET OPERATING INCOME (NOI): Property NOI is defined by Aimco as total rental and other property revenues, excluding utility reimbursements, less property operating expenses, including utility reimbursements, for the consolidated apartment communities. Property NOI does not include: property management revenues, primarily from affiliates; casualties; property management expenses; depreciation; or interest expense. Aimco evaluates the performance of the apartment communities in its segments using Property NOI, which includes the apartment communities that Aimco consolidates and excludes apartment communities that it does not consolidate. Property NOI is helpful because it helps both investors and management to understand the operating performance of real estate excluding costs associated with decisions about acquisition pricing, overhead allocations, and financing arrangements.

 The following table presents the reconciliation of GAAP income (loss) before income tax benefit to total Property NOI, as well as Property NOI for our Stabilized Operating apartment communities as presented on Supplemental Schedule 6 to total Property NOI.

 Property NOI reconciliation

 (dollars in thousands) (unaudited)

 Three Months Ended December 31,

 Twelve Months Ended December 31,

 2024

 2023

 2024

 2023

 Income (loss) before income tax benefit per Consolidated Statements of Operations
 $
 (9,976
 )

 $
 (155,296
 )

 $
 (107,071
 )

 $
 (170,071
 )

 Adjustments:

 Depreciation and amortization

 21,236

 17,728

 86,359

 68,834

 General and administrative expenses

 8,961

 8,379

 32,837

 32,865

 Interest income

 (2,171
 )

 (2,709
 )

 (9,652
 )

 (9,731
 )

 Interest expense

 20,835

 10,085

 70,057

 37,718

 Mezzanine (income) loss, net

 548

 154,801

 2,432

 155,814

 Realized and unrealized (gains) losses on interest rate contracts

 (588
 )

 2,161

 (1,752
 )

 (1,119
 )

 Realized and unrealized (gains) losses on equity investments

 1,403

 (535
 )

 49,504

 (700
 )

 Gain on dispositions of real estate

 (10,749
 )

 (6,106
 )

 (10,600
 )

 (7,984
 )

 Other (income) expense

 779

 1,779

 5,581

 7,657

 Total Property NOI
 $
 30,279

 $
 30,287

 $
 117,695

 $
 113,283

 Segment Property NOI reconciliation

 (dollars in thousands) (unaudited)

 Three Months Ended December 31,

 Twelve Months Ended December 31,

 2024

 2023

 2024

 2023

 Rental income:

 Stabilized Operating
 $
 35,539

 $
 34,339

 $
 140,099

 $
 134,078

 Stabilized Operating utilities reimbursement [1]

 1,721

 1,560

 6,506

 5,706

 Other Real Estate

 1,802

 1,251

 6,690

 2,691

 Non-stabilized and other amounts not allocated [2]

 15,109

 12,202

 55,384

 44,520

 Total rental income

 54,171

 49,352

 208,679

 186,995

 Property operating expenses:

 Stabilized Operating

 9,591

 9,517

 41,089

 39,356

 Stabilized Operating utilities reimbursement [1]

 1,721

 1,560

 6,506

 5,706

 Other Real Estate

 1,969

 1,348

 7,712

 4,710

 Non-stabilized and other amounts not allocated [2]

 10,611

 6,640

 35,677

 23,940

 Total property operating expenses:

 23,892

 19,065

 90,984

 73,712

 Property NOI:

 Stabilized Operating

 25,948

 24,822

 99,010

 94,722

 Other Real Estate

 (167
 )

 (97
 )

 (1,022
 )

 (2,019
 )

 Non-stabilized and other amounts not allocated [2]

 4,498

 5,562

 19,707

 20,580

 Total Property NOI
 $
 30,279

 $
 30,287

 $
 117,695

 $
 113,283

 [1] Approximately two-thirds of Aimco’s utility costs at stabilized properties are reimbursed by residents. Utility reimbursements are included in rental and other property revenues on Aimco’s consolidated statements of operations prepared in accordance with GAAP. This adjustment represents the reclassification of utility reimbursements from revenues to property operating expenses for the purpose of evaluating segment results and as presented on Supplemental Schedule 6. Aimco also excludes the reimbursement amounts from the calculation of Average Revenue per Apartment Home throughout this Earnings Release and Supplemental Schedules. [2] Properties not included in the Stabilized Operating Portfolio and other amounts not allocated includes operating results of properties not presented in the Stabilized Operation Portfolio as presented on Supplemental Schedule 6 during the periods shown, as well as property management and casualty expense, which are not included in property operating expenses, net of utility reimbursements in the Supplemental Schedule 6 presentation.   *****

 In connection with our response to the Staff's comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. We appreciate the Staff’s comments and request that the Staff contact the undersigned by phone at (983) 888-0660 or by email at lynn.stanfield@aimco.com with any questions or comments regarding this letter.

 Sincerely,

 APARTMENT INVESTMENT AND MANAGEMENT COMPANY

 /s/ H. Lynn C. Stanfield

 H. Lynn C. Stanfield

 Executive Vice President and Chief Financial Officer

 cc:
 Julian T.H. Kleindorfer, Latham & Watkins LLP

 Brent T. Epstein, Latham & Watkins LLP

May 27, 2025
H. Lynn C. Stanfield
Chief Financial Officer
Apartment Investment and Management Company
4582 South Ulster Street, Suite 1450
Denver, CO 80237
Re:Apartment Investment and Management Company
Form 10-K for the year ended December 31, 2024
Form 8-K filed February 24, 2025
File No. 001-13232
Dear H. Lynn C. Stanfield:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2024
Note 14 - Business Segments, page F-42
1.Please tell us how you have complied with ASC 280-10-50-26A in reporting
significant expense categories regularly reported to your CODM.
Form 8-K filed February 24, 2025
Exhibits
2.We note that throughout your earnings release and supplemental schedules filed as
Exhibit 99.1, you include disclosures related to the non-GAAP measures net operating
income and property net operating income.  In future filings please include a
reconciliation of these measures to the most directly comparable GAAP measure.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

May 27, 2025
Page 2
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
October 11, 2022
Meagan Reda
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:APARTMENT INVESTMENT & MANAGEMENT CO
Preliminary Proxy Statement filed by Land & Buildings Capital Growth Fund,
LP et al.
Filed on September 30, 2022
File No. 001-13232
Dear Meagan Reda:
            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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
Background of the Solicitation, page 5
1.Please revise this section and the section "Reasons for the Solicitation" to clarify
references to the company's board, directors and management as being prior to the Spin or
subsequent to it.
Reasons for the Solicitation, page 8
2.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief. Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Provide support for the following statements:

•"AIV has a long track record of disappointing stockholder returns, slow earnings

 FirstName LastNameMeagan Reda
 Comapany NameOlshan Frome Wolosky LLP
 October 11, 2022 Page 2
 FirstName LastName
Meagan Reda
Olshan Frome Wolosky LLP
October 11, 2022
Page 2
growth, and trading below its apartment REIT peers and below the value of its real
estate."
•"We also believe stockholder suspicion regarding the Spin was evidenced by the
support we received from approximately 43% of Aimco stockholders to call the
Special Meeting to hold an advisory vote on the Spin."
•"...AIV needs a herculean effort to earn a cost of capital from stockholders where it's
[sic] business plan and external growth ambitions are feasible and likely to create
stockholder value."
•"We believe the Company has badly missed the mark here, preferring to stay nearly
invisible to the investment community and existing as an orphan REIT with a
distressed valuation for the better part of two years."
•"Vultures and value investors have bought large portions of the Company in hopes of
seeing a path to realizing the substantial value trapped in the shares, not as a
validation of the business plan or of the performance of the management team and
Board, in our view."
3.Refer to the fist bullet point on page 9. Revise your disclosure here to clarify that the
company is currently in the process of de-staggering the board.
4.We note your disclosure regarding the company's stock price following the announcement
of the Spin. Please tell us what consideration you have given to presenting information
about AIR's stock price at the same time for additional context.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

November 24 , 2020

Via E -mail

Joseph A. Coco , Esq.
Skadden,  Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001

Re: Apartment Investment & Management Co mpany
Definitive  Solicitation Statement on Schedule 14A
Filed October 22, 2020  by Apartment I nvestment & Management Company
File No. 001-13232

Dear Mr . Coco :

We have reviewed the above -captioned  filing an d have the following comment .

DEF C14A Filed October 22 , 2020

1. We note disclosure in your definitive revocation solicitation statement that the Company’s
Secretary  “shall” call a special meeting of stockholders if stockholders entitled to cast at least
25% of all the votes entitled to be cast deliver such request in writing.  Given the
acknowledgment in your Form 8 -K filed November 19, 2020 that Land  & Buildings has
delivered a sufficient number of consents to call a special meeting unde r the Company’s
bylaws, please advise us of your intentions for calling the special meeting and of when you
expect to notify shareholders.   If you do not intend to hold the special meeting prior to the
consummation of the planned reverse spin -off, provide us with your analysis as to (i) how
such a decision comports with the disclosure from your definitive revocation solicitation
statement, and (ii) whether that process would conflict with applicable state law or the
Company’s charter and bylaws .

*    *    *

Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 24 , 2020
Page 2

 Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions

November 3 , 2020
Via E -mail

Meagan M. Reda , Esq.
Olshan Frome Wolosky  LLP
1325 Avenue of the Americas
New York, NY 10019

Re: Apartment Investment & Management Co mpany
Definitive Additional Materials  on Schedule 14A  Filed October 30 , 2020
Filed by Land & Buildings Investment Management, LLC  et al
File No. 001-13232

Dear Ms . Reda :

We have reviewed the above -captioned  filing an d have the following comment.

DFAN14 A Filed October 30, 2020

1. A reasonable factual basis must exist for each  statement or assertion of opinion  or
belief .  Support for opinions or beliefs should be self -evident, disclosed in the proxy
statement , or provided to the staff on a supplemental basis.   With a view toward revised
disclosure in your next filings , please p rovide support for the excerpted messages  posted to
social media below .  Your response should include adequate factual support for your belief
that Aimco’ s investment in IQHQ  was underta ken “ solely” for Mr. Considine “to be
associated with highly regarded Life Science executives” and support for your view that
Aimco is deliberately delaying certain filings.  Please also advise us of the specific filings
that Land & Buildings believe s Aimco  is refusing to make .
 “$AIV blatant disregard for shareholders is shown in the $50M unrelated investment
in life sciences, solely for Chairman/CEO Considine to be associated with highly
regard ed Life Science executives  at the expense of AIV shareholders, in our view. ”
 “CEO Considine today on 3Q earnings call refused to answer any questions on spin
and is apparently refusing to make public SEC filings with critical details of spin until
after 11/4 record date to consent to special meeting, further disenfranchising
shareholders in our view .”

*    *    *

Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
November 3 , 2020
Page 2

 Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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CORRESP

 October 16, 2020

VIA EDGAR TRANSMISSION AND EMAIL

 Joshua Shainess

 Tina Chalk

 Office of Mergers & Acquisitions

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

Re:
 Apartment Investment & Management Company

 Preliminary Solicitation Statement on Schedule 14A

 Filed October 9, 2020 by Apartment Investment and Management Company

 File No. 001-13232

Dear Mr. Shainess and Ms. Chalk:

 On
behalf of our client, Apartment Investment and Management Company (the “Company” or “Aimco”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) by letter dated October 16, 2020 (the “Comment Letter”) with respect to the above-referenced Preliminary Solicitation Statement on Schedule 14A filed by the Company with
the Commission on October 9, 2020 (the “Preliminary Solicitation Statement”).

 Mr. Shainess

Ms. Chalk

 Securities and Exchange Commission

October 16, 2020

  Page
 2

 Concurrently with the submission of this letter, the Company is filing, through the
Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, Amendment No. 1 to the Preliminary Solicitation Statement (the “Amendment”) in response to the Staff’s comments and to
reflect certain other changes.

 The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and,
to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Amendment. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amendment.

Background of the Solicitation, page 1

1.
 We acknowledge your disclosure that the spin-off was developed as a
result of a review by Aimco’s board and management, working with outside advisors. With a view toward providing stockholders with additional context regarding Aimco’s planned spin-off, please discuss
whether any other specific transactions were contemplated by the board and management and expand your description of the background events leading up to the plan to separate Aimco’s businesses.

Response: The Company respectfully advises the Staff that it has expanded the disclosure on page 1 of the Amendment to address the
Staff’s comment by discussing additional potential transactions contemplated by the board and management and expanding the description of the background events leading up to the plan to separate Aimco’s businesses.

The Special Meeting Request Procedure

 Effect of
WHITE Revocation Card, page 5

2.
 Refer to your disclosure at the bottom of page 5 that “[a]ny WHITE Revocation Card may itself be
revoked by marking, signing, dating and delivering a written revocation of your WHITE Revocation Card to the Company or by delivering to Land & Buildings a subsequently dated GOLD Written Request Card…” Please clarify that a
stockholder’s submission to you of a written revocation of the stockholder’s white card will not have the effect of supporting Land & Buildings’ call for a special meeting. Rather, a stockholder who first submits a white
revocation card and later wishes to support the call for a special meeting can do so only by submitting a subsequently dated gold card to Land & Buildings.

 Mr. Shainess

Ms. Chalk

 Securities and Exchange Commission

October 16, 2020

  Page
 3

 Response: The Company respectfully advises the Staff that it has revised the
disclosure on page 7 of the Amendment to address the Staff’s comment by making such clarification.

 Form of Revocation of Written Request

3.
 Clarify the effect under applicable state law of submitting an executed revocation of written request but
one marked “no, do not revoke my request.” If a stockholder has already submitted a gold card to Land & Buildings, disclose whether there is a risk that the execution of a subsequently dated white revocation card
could be counted as a revocation regardless of the box selected. Additionally, revise the revocation solicitation statement to explain the anticipated treatment under state law of executed consent revocations when the “no, do not revoke my
request” box has been selected. For example, affirmatively state, if true, that an earlier-executed consent given to Land & Buildings will be affirmed.

Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 6-7 of the Amendment to address
the Staff’s comment by explaining (i) the treatment under Maryland law of white revocation cards on which the “no, do not revoke my consent request” box has been marked and (ii) the manner in which a stockholder that has
submitted a white revocation card revoking a prior gold card, but changes its mind and wishes to support the Land & Buildings Solicitation, may support the Land & Buildings solicitation.

We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest
convenience. If you have any questions regarding this filing, please contact Joseph A. Coco at (212) 735-3050.

Very truly yours,

/s/ Joseph A. Coco

Joseph A. Coco

Skadden, Arps, Slate, Meagher & Flom LLP

October 16 , 2020

Via E -mail

Joseph A. Coco , Esq.
Skadden,  Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001

Re: Apartment Investment & Management Co mpany
Preliminary Solicitation Statement on Schedule 14A
Filed October 9, 2020  by Apartment Investment and Management Company
File No. 001-13232

Dear Mr . Coco :

We have reviewed the above -captioned  filing an d have the following comment s.  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 a mending the referenced filing  and/or by providing the
requested information.  After review ing any amendment to the fili ng and any information
provided in response to these comments, we may have additional comments.

If you do not believe our comments apply to your facts and circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.

PREC14A Filed October 9, 2020
Background of the Solicitation, page 1

1. We acknowledge y our disclosure that the spin -off was developed as a result of a review by
Aimco’s board and management, working with outside advisors.  With a view toward
providing stockholders with additional context regarding Aimco’s planned spin -off, please
discuss whe ther any other specific transactions were contemplated by the board and
management and expand your description of the background events leading up to the plan to
separate Aimco’s businesses .

Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
October 16 , 2020
Page 2

 The Special Meeting Request Procedure
Effect of WHITE Revocation  Card, page 5

2. Refer to your disclosure at the bottom of page 5 that “[a]ny WHITE Revocation Card may
itself be revoked by marking, signing, dating and delivering a written revocation of your
WHITE Revocation Card to the Company or by delivering to Land & Buildings a
subsequently dated GOLD Written Request Card…”  Please clarify that a stockholder’s
submission to you of a written revocation of the stockholder’s white card will not have the
effect of supporting Land & Buildings’ call for a special meeting.  Rather, a stockholder who
first submits a white revocation card and later wishes to support the call for a special meeting
can do so only by submitting a subsequently dated gold card to Land & Buildings .

Form of Revocation of Wri tten Request

3. Clarify the effect under applicable state law of submitting an executed revocation  of written
request but one marked “n o, do not revoke my request.”   If a stockholder has already
submitted a gold card to Land & Buildings, disclose whether the re is a risk that the execution
of a subsequently dated white revocation card could be counted as a revocation regardless of
the box selected.  Additionally, revise the revocation solicitation statement to explain the
anticipated treatment under state law of executed  consent revocations when the “n o, do not
revoke my request” box has been selected.  For example, affirmatively state, if true, that an
earlier -executed consent given to Land & Buildings  will be affirmed .

*    *    *
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions

October 9 , 2020
Via E -mail

Meagan M. Reda , Esq.
Olshan Frome Wolosky  LLP
1325 Avenue of the Americas
New York, NY 10019

Re: Apartment Investment & Management Co mpany
Preliminary Solicitation Statement on Schedule 14A  Filed October 8, 2020
Filed by Land & Buildings Investment Management, LLC  et al
File No. 001-13232

Dear Ms . Reda :

We have reviewed the above -captioned  filing  and have the following comment s.

PRRN14A Filed October 8 , 2020
General

1. Given that the participants will not know who is entitled to support the call for a special
meeting until the record date of November 4 , 2020 , please  advise us when you intend to mail
your definitive solicitation statement and how you intend to ensure that only written consents
received from record holders as of  November 4  will be counted .

2. We note your response to prior comment 3 and corresponding revised disc losures.   Item 1 of
Schedule 14A requires disclosure of “the date by which consents are to be submitted if state
law requires that such a date be specified or if the person soliciting intends to  set a
date.”   Please advise us,  with a view towards revised d isclosure, how the participants have
complied with this item requirement or have otherwise concluded that it is inapplicable.  For
example, is the “goal for submission” date that is currently blank intended to satisfy this
requirement?   If there is a maximu m (or minimum) time period from the date the first
consent is received to the date by which you must meet the 25% threshold, revise the proxy
statement to include this information .

*    *    *

Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
October 9 , 2020
Page 2

 Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions

October 6 , 2020
Via E -mail

Meagan M. Reda , Esq.
Olshan Frome Wolosky  LLP
1325 Avenue of the Americas
New York, NY 10019

Re: Apartment Investment & Management Co mpany
Preliminary Solicitation Statement on Schedule 14A
Filed September 29, 2020
Soliciting Materials filed September 29, 2020 pursuant to Rule 14a -12
Filed by Land & Buildings Investment Management, LLC  et al
File No. 001-13232

Dear Ms . Reda :

We have reviewed the above -captioned  filing s and have the following comment s.

PREC14A Filed September 29, 2020
General

1. It is our understanding that Aimco i ssued a press release on September 25, 2020, in which it
informed stockholders that it would be filing and distrib uting white proxy or consent
revocatio n cards in connection with the s olicitation.  Given that Aimco appears to have
claimed the use of the white card in its DEFA14A  filed September 25, 2020 , we believe that
Aimco has reserved the use of such card color.  Accordingly, in order to avoid misleading or
confusing Aimco’s shareholders when they receive your solicitation statement, please choose
an alternat e card color.

Why You Were Sent the Solicitation Statement, page 2

2. Please revise to disclose the basis for the following statement of belief: “We believe it is
highly unlikely that both AIV and AIR combined will trade anywhere close to AIV’s stated
NAV of $58 per share. ”

3. Refer to the following statement on page 5: “Land  & Buildings intends to set [ ], 2020 as the
goal for submission of such written requests .”  With a view toward additional disclosure,
please advise us if L and & Buildings retains the right to change the planned date of
submission (e.g., if the 25% approva l threshold for calling a special meeting is not met by the
stated goal for submission ).

Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
October 6 , 2020
Page 2

 Certain Information Regarding the Participants, page 12

4. Given the relationships among the participants in the solicitation described in this section,
please revise t he statements that certain  of the participants in the solicitation “may be
deemed” the beneficial owner  of the  common stock owned by certain other participants to
remove the uncertainty.

DFAN 14A Filed September 29, 2020
General

5. We acknowledge your response to prior comment 3  and note that the CITI survey is not
publicly available.  With a view toward providing Aimco shareholders with sufficient
information such that they can assess the relevance of the survey,  and to the extent you make
future refer ences to the survey, disclose  that the survey was conducted online, the
participants were anonymous, and the sample size was limited.

6. Refer to the following statement in your press release: “ [t]hese disclosures also show that
operating unit holders will not pay taxes or have a ‘step up,’ meaning that Chairman and
CEO Terry Considine and the rest of the management team will have a material conflict in
contemplating the transaction and moving forward, as they will not want to sell assets which
could drive m ore value for common shareholders because of the substantial tax they would
owe as a result of not having a ‘step up’ in basis at the time of the spin.”   In future filings,
any assertions about the motivation of third parties should be characterized as opi nions or
beliefs.
*    *    *

Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions

September 28, 2020
Via E-mail

Meagan M. Reda, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019
Re: Apartment Investment & Management Company  Soliciting Materials filed pursuant to Rule 14a-12
Filed September 22 and 23, 2020 by Land & Buildings Capital Growth Fund,     LP, L & B Real Estate Opportuni ty Fund, LP, Land & Buildings GP
LP, L&B Opportunity Fund, LLC, Land & Buildings Investment Management, LLC, and Jonathan Litt
File No. 001-13232
 Dear Ms. Reda:
 We have reviewed the above-captioned filings and have the following comments.
Please respond to this letter by amending th e referenced filings and/or by providing the
requested information.  After reviewing any amendment to the filings and any information
provided in response to these comments, we may have additional comments.

If you do not believe our comments apply to your facts and circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
1. Each statement or assertion of opinion or belief must be clearly characterized as such, and a
reasonable factual basis must exist for each such opinion or belief.  Please either provide support for, or recharacterize as a belief or opinion, your statements implying that AIMCO structured the proposed transaction as a taxable spin-off as a means to specifically evade a shareholder vote.  Similarly, please rechara cterize as a belief or opinion your assertion that
the proposed transaction is an attempt by management and the Board “to rid themselves of a decades-long poor track record rather than address the fundamental issues challenging the Company. ”
2. In future filings, please  disclose the basis for your assertion that “the proposed transaction
will not close the Company’s substanti al discount to net asset value.”
3. Please supplementally provide us with a copy of the “sell -side survey” by CITI referenced in
your press release.
*    *    * DIVISION OF
CORPORATIO N FINANCE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 20549

Meagan M. Reda, Esq. Olshan Frome Wolosky LLP September 28, 2020 Page 2

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comme nts, action or absence of action by the staff.

Please direct any questions to me at (20 2) 551-7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.
Sincerely,
         /s/ Joshua Shainess

Joshua Shainess Special Counsel Office of Mergers and Acquisitions

Mail Stop 3233
August 1, 2017

Via E -mail
Paul L. Beldin
Executive Vice President and Chief Financial Officer
Apartment Investment and  Management Company and AIMCO Properties, L.P.
4582  South Ulster Street, Suite 1100
Denver, CO 80237

Re: Apartment I nvestment and Management Company
 Form 10-K for the Year Ended December 31, 2016
Filed February 24, 2017
Form 8 -K
Filed February 2, 2017
File No. 1-13232

Dear Mr. Beldin :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
Office of Real Estate
& Commodities

CORRESP
1
filename1.htm

		Document

July 17, 2017

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Commodities

100 F Street, NE

Washington, D.C. 20549-3561

Attn:    Shannon Sobotka

William Demarest

Re:    Apartment Investment and Management Company

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 24, 2017

Form 8-K

Filed February 2, 2017

File No. 001-13232

____________________________________________

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 June 30, 2017. The Company’s responses to the Staff’s comments are set forth below.

*    *    *    *    *

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures, Page 30

Economic Income, Page 32

1.

 We note your response to our prior comment 1. Please provide to us and include within future filings the following:

•

 a reconciliation from consolidated apartment communities to the number included in your NAV calculation

•

 an explanation of why certain consolidated apartment communities are excluded from your NAV calculation

•

 clarification, if true, that the fair value of your real estate, like your debt, is presented on a proportional basis

•

 the fair value of your asset management business

United States Securities and Exchange Commission

July 17, 2017

Page 2 of 5

Response:  In response to the Staff’s comment, the Company will expand the footnote disclosure to its NAV reconciliation in future Annual Reports on Form 10-K to include each of the items requested by the Staff in the list above. As a point of clarification, the Company's NAV calculation does consider all consolidated apartment communities, although the calculation uses various methodologies, as described in the revised disclosure. The fair value of communities owned by non-wholly owned partnerships for whom the Company provides asset management services is excluded from real estate at fair value presented in the reconciliation because their value is factored into the fair value of the asset management portfolio, which is presented separately in the NAV calculation and reconciliation.

An example of the revised disclosure is provided below, with substantive additions to the example disclosure from the previous response letter underlined.

As noted in the prior response, the proposed supplemental disclosures to be incorporated into the Company’s Annual Report on Form 10-K for the year ending December 31, 2017, will be revised to conform to the new segment presentation included in the Company's Form 10-Q for the quarter ended March 31, 2017.

Economic Income

Economic Income represents the change in estimated NAV per share, plus cash dividends per share. We believe Economic Income is important to investors as it represents a measure of the total return we have earned for our stockholders. NAV, as used in our calculation of Economic Income, is a non-GAAP measure and represents the estimated fair value of assets net of liabilities attributable to Aimco’s common stockholders and the Aimco Operating Partnership’s common unitholders on a diluted basis. We believe NAV is considered useful by some investors in valuing shares in public real estate companies because it seeks to value the assets held by public companies in a manner similar to those values established in private transactions. Our estimated NAV per share and the quoted share price of Aimco Common Stock are not necessarily equal.

We estimate NAV on a semiannual basis, as of the end of the first and third quarters. Economic Income for 2016 was calculated using the change in NAV per share between September 30, 2015 and 2016. NAV will fluctuate over time. This NAV information should not be relied upon as representative of the amount a stockholder could expect to receive in a liquidation event, now or in the future. Certain assets are excluded as are certain liabilities such as taxes and transaction costs associated with a liquidation. In addition, NAV is based on management’s subjective judgments, assumptions and opinions as of the date of determination. We assume no obligation to revise or update NAV to reflect subsequent or future events or circumstances. Our NAV estimate is subject to a variety of risks and uncertainties, many of which are beyond our control, including, without limitation, those described in Item 1A. Risk Factors.

United States Securities and Exchange Commission

July 17, 2017

Page 3 of 5

A reconciliation of our estimated NAV to total equity, which we believe is the most directly comparable GAAP measure, is provided below (in millions, except per share and unit data):

 September 30, 2016

Total equity

 $

 1,828

Fair value adjustment for real estate

 Less: consolidated real estate, at depreciated cost

 (5,756

 )

 Plus: fair value of real estate (1)

 Stabilized conventional portfolio fair value (2)

 9,854

 Non-stabilized conventional portfolio fair value (3)

 2,123

 Affordable real estate fair value (2)

 364

 Total real estate at fair value

 12,341

 Adjustment to present real estate at fair value

 6,585

Fair value adjustment for total indebtedness

 Plus: consolidated indebtedness, net

 4,056

 Less: fair value of indebtedness related to real estate shown above (4)

 (3,851

 )

 Adjustment to present indebtedness at fair value

 205

Plus: fair value of asset management portfolio (5)

 211

Adjustments to present other tangible assets, liabilities and preferred equity at fair value (6)

 (230

 )

Estimated NAV

 $

 8,599

 Total shares, units and dilutive share equivalents (7)

 165

Estimated NAV per common share and unit - diluted

 $

 52

(1)

 We compute NAV by estimating the value of real estate, using a variety of methods we believe are appropriate based on the characteristics of the communities. For purposes of estimating NAV, real estate at fair value disclosed above includes wholly owned apartment communities plus our proportionate share of communities held by non-wholly owned entities (both consolidated and unconsolidated), and excludes the estimated fair value of communities held by consolidated partnerships for whom we provide asset management services, which we refer to as the asset management portfolio. The value of asset management communities is factored into the valuation of the asset management portfolio as described in footnote 5. A reconciliation of our consolidated apartment communities to those communities included in total real estate at fair value in the table above is as follows:

Consolidated apartment communities as of September 30, 2016

 182

Less: Consolidated communities in the asset management portfolio

 (41

 )

Plus: Unconsolidated conventional apartment communities

 4

Apartment communities in total real estate at fair value for NAV

 145

For valuation purposes at September 30, 2016, we segregated these 145 communities into the following categories: stabilized conventional; non-stabilized conventional; and affordable real estate.

(2)

 Our stabilized conventional portfolio and affordable real estate portfolio include 132 communities that have reached stabilized operations and are not expected to be sold within twelve months. We value these portfolios using a direct capitalization rate method based on the annualized proportionate property NOI for the three

United States Securities and Exchange Commission

July 17, 2017

Page 4 of 5

months ended September 30, 2016, less a 2% management fee, which we believe is a market rate management fee for a portfolio of similar size and quality. The weighted average estimated capitalization rates as applied to the annualized property NOI were 5.0% and 5.5% for the stabilized conventional and affordable real estate portfolios, respectively. We select these capitalization rates on a property-by-property basis based primarily on information published by a third party. Community characteristics that we use to determine comparable market capitalization rates include: the market in which the community is located; infill or suburban location within the market; property quality grade; and whether the community is stabilized or value-add. We used this valuation method for approximately 83% of real estate fair value at September 30, 2016.

(3)

 The non-stabilized conventional portfolio includes five apartment communities under redevelopment at September 30, 2016 and four apartment communities in lease-up. We value these communities by discounting projected future cash flows. Key assumptions used to estimate the value of these communities include: revenue growth rate, which is based on in-place rents, projected submarket rent growth to community stabilization based on projections published by third parties and adjusted for the impacts of redevelopment; expense growth rate, which is based on estimated operating costs adjusted for inflation and adjusted for the impacts of redevelopment; estimated remaining costs to complete construction; and a terminal value estimated using a market capitalization rate at community stabilization. Discount rates applied to estimated future cash flows of these communities ranged between 3.80% and 8.25% depending on construction and lease-up progress. We used this valuation method for approximately 15% of the real estate fair value at September 30, 2016. The non-stabilized conventional portfolio also includes four apartment communities under contract for sale, which were valued at sales contract price and represent approximately 2% of real estate fair value at September 30, 2016.

(4)

 We calculate the fair value of our debt based on a money-weighted average interest rate on our fixed-rate property debt of 4.45%, which rate takes into account the timing of amortization and maturities, and a market rate of 3.44%, which rate takes into account the duration of the existing property debt using a similar lending source, loan-to-value and coverage as well as timing of amortization and maturities. For purposes of estimating NAV, the fair value of debt includes our proportionate share of debt related to non-wholly owned entities (both consolidated and unconsolidated), and excludes non-recourse property debt obligations of consolidated partnerships of the asset management portfolio, which is factored into the valuation of the asset management portfolio as described in footnote 5.

(5)

 The asset management portfolio is comprised of a number of partnerships, which own low-income housing tax credit apartment communities, and in which we hold nominal ownership positions (generally less than 1%). We provide services to these partnerships and receive fees and other payments in return. GAAP requires us to consolidate most of the partnerships and communities served by this business; accordingly, the assets and liabilities of these partnerships are reflected in our consolidated financial statements. For purposes of computing NAV, we estimate our share of the value of the asset management portfolio using the present value of the estimated future cash flows we expect to receive pursuant to the governing agreements using a 7% discount rate. The future cash flows we expect to receive include fees and other amounts to be paid from cash flows from the operation of the underlying communities and proceeds from sale of the underlying communities after repayment of any associated property-level debt. The key assumptions used to estimate the future cash flows we expect to receive include: operating cash flow, which is based on an estimate of contractual rents and expenses reflecting expected increases; the value of the underlying apartment communities, which we value using a direct capitalization rate method similar to that described in footnote 2 above; and the estimated sale date of the apartment communities, which is generally upon or shortly after the expiration of the tax credit compliance periods.

United States Securities and Exchange Commission

July 17, 2017

Page 5 of 5

(6)

 Other tangible assets consist of cash, restricted cash, accounts receivable and other assets for which we reasonably expect to receive cash through the normal course of operations or another future event. Other tangible liabilities consist of accounts payable, accrued liabilities and other tangible liabilities we reasonably expect to settle in cash through the normal course of operations or another future event. Other tangible assets and liabilities were generally valued at their carrying amounts and reduced by the noncontrolling interests’ portion of these amounts and exclude intangible assets and liabilities reflected on our consolidated balance sheet. The fair value of our preferred equity includes a mark-to-market adjustment for listed securities based on their closing share price on September 30, 2016.

(7)

 Total shares, units and dilutive share equivalents represents Common Stock, OP Units, participating unvested restricted shares and the dilutive effect of common stock equivalents outstanding as of September 30, 2016.

2.

 We note your response to our prior comment 2. We remain unclear from footnote 5 how the non-recourse debt of consolidated partnerships for whom the Company provides asset management and other services is factored into the value of the asset management business. Please clarify and revise your disclosure in future filings.

Response:  The Company's interest in the consolidated partnerships for whom the Company provides asset management and other services is generally represented by fee and other amounts it earns pursuant to the governing agreements. In accordance with GAAP, the Company consolidates most of the partnerships and related communities served by the asset management business and therefore eliminates in consolidation the fees and other amounts earned under these arrangements.

The Company estimates its share of the value of the asset management business using the present value of the estimated future cash flows it expects to receive pursuant to the governing agreements. The future cash flows the Company expects to receive include fees and other amounts to be paid from cash flows from the operation of the underlying communities and proceeds from sale of the underlying communities after repayment of any associated property-level debt. Please refer to the revised disclosure in footnote 5 in the response above.

If you have further questions regarding the information provided, please contact Paul Beldin, Executive Vice President and Chief Financial Officer, at (303) 691-4554 or paul.beldin@aimco.com, or me at (303) 793-4604 or andrew.higdon@aimco.com.

Sincerely,

/s/ Andrew Higdon

Andrew Higdon

Senior Vice President and Chief Accounting Officer

Cc:    Lisa R. Cohn

Paul Beldin

Mail Stop 3233
June 30, 2017

Via E -mail
Paul L. Beldin
Executive Vice President and Chief Financial Officer
Apartment Investment and  Management Company and AIMCO Properties, L.P.
4582  South Ulster Street, Suite 1100
Denver, CO 80237

Re: Apartment I nvestment and Management Company
 Form 10-K for the Year Ended December 31, 2016
Form 8 -K filed February 2, 2017
Response Dated June 26, 2017
File No. 1-13232

Dear Mr. Beldin :

We have reviewed  your June 26, 2017  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to c omments in our June 13,
2017  letter .

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Measures, page 30

Economic Income, page 32

1. We note your response to our prior comment 1. Please provide to us and include within
future filings the following:

 a reconciliation from consolidated apartment communities to the number included in
your NAV calculation

Paul L. Beldin
Apartment Investment and Management Company and AIMCO Properties, L.P.
June 30, 2017
Page 2

  an explanation of why certain consolidated apartment communities are excluded from
your NAV calculation
 clarification, if true, that the fair value of your real estate, like your debt, is presented
on a proportional basis
 the fair value of your asset management business

2. We note your response to our prior comment 2. We remain unclear from footnote 5 how
the non -recourse debt of consolidated partnerships for whom the Company provides asset
management and other services is factored into the value of the asset management
business. Please clarify and revise your disclosure in future filings.

You may contact William Demarest, Staff Accountant  at 202 -551-3432 or me at 202-
551-3856 with any questions.

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
       Office of Real Estate
& Commodities

CORRESP
1
filename1.htm

		Document

June 26, 2017

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Commodities

100 F Street, NE

Washington, D.C. 20549-3561

Attn:    Shannon Sobotka

William Demarest

Re:    Apartment Investment and Management Company

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 24, 2017

Form 8-K

Filed February 2, 2017

File No. 001-13232

____________________________________________

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 June 13, 2017.  The Company’s responses to the Staff’s comments are set forth below.

*    *    *    *    *

Form 10-K

Non-GAAP Measures, Page 30

Economic Income, Page 32

1.

 We note your disclosure in footnote 1 and that you value your communities using a variety of methods including applying market-based capitalization rates to annualized community NOI, discounted future cash flows and contract price. Please disclose the key assumptions, inputs and the weighting of each method used compared to the total fair value presented. Also, disclose the number of properties valued under each methodology and the percentage of fair value that is calculated using such methodology. Finally, include within your revised disclosure the characteristics of the communities that would cause the company to choose one valuation method over another.

United States Securities and Exchange Commission

June 26, 2017

Page 2 of 6

Response:  In response to the Staff’s comment, the Company will expand the footnote disclosure regarding real estate valuation in future Annual Reports on Form 10-K to include key assumptions, inputs and the weighting of each method used compared to the total fair value presented. The Company will also disclose the number of communities valued under each methodology and the percentage of fair value calculated using each methodology and the characteristics of the communities leading the Company to select one valuation method over another. An example of the revised disclosure is provided below, with substantive additions underlined.

Please also note that in connection with filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, the Company’s reportable segments changed and the manner in which it presents and refers to financial information of certain of the communities previously classified as part of the “Affordable” reportable segment was similarly revised.  Accordingly, the proposed supplemental disclosures incorporated into the Company’s Annual Report on Form 10-K for the year ending December 31, 2017, will be revised to confirm to the new segment presentation.

Economic Income

Economic Income represents the change in estimated NAV, per share plus cash dividends per share. We believe Economic Income is important to investors as it represents a measure of the total return we have earned for our stockholders. NAV, as used in our calculation of Economic Income, is a non-GAAP measure and represents the estimated fair value of assets net of liabilities attributable to Aimco’s common stockholders and the Aimco Operating Partnership’s common unitholders on a diluted basis. We believe NAV is considered useful by some investors in valuing shares in public real estate companies because it seeks to value the assets held by public companies in a manner similar to those values established in private transactions. Our estimated NAV per share and the quoted share price of Aimco Common Stock are not necessarily equal.

We estimate NAV on a semiannual basis, as of the end of the first and third quarters. Economic Income for 2016 was calculated using the change in NAV per share between September 30, 2015 and 2016. NAV will fluctuate over time. This NAV information should not be relied upon as representative of the amount a stockholder could expect to receive in a liquidation event, now or in the future. Certain assets are excluded as are certain liabilities such as taxes and transaction costs associated with a liquidation. In addition, NAV is based on management’s subjective judgments, assumptions and opinions as of the date of determination. We assume no obligation to revise or update NAV to reflect subsequent or future events or circumstances. Our NAV estimate is subject to a variety of risks and uncertainties, many of which are beyond our control, including, without limitation, those described in Item 1A. Risk Factors.

United States Securities and Exchange Commission

June 26, 2017

Page 3 of 6

A reconciliation of our estimated NAV to total equity, which we believe is the most directly comparable GAAP measure, is provided below (in millions, except per share and unit data):

 September 30, 2016

Total equity

 $

 1,828

Fair value adjustment for real estate

 Less: real estate, at depreciated cost

 (5,756

 )

 Plus: fair value of real estate (1)

 Stabilized conventional portfolio fair value (2)

 9,854

 Non-stabilized conventional portfolio fair value (3)

 2,123

 Affordable real estate fair value (2)

 364

 Total real estate at fair value

 12,341

 Adjustment to present real estate at fair value

 6,585

Fair value adjustment for total indebtedness

 Plus: total indebtedness, net

 4,056

 Less: fair value of indebtedness (4)

 (3,851

 )

 Adjustment to present indebtedness at fair value

 205

Adjustments to present other tangible assets, liabilities and preferred equity at fair value (5)

 (19

 )

Estimated NAV

 $

 8,599

 Total shares, units and dilutive share equivalents (6)

 165

Estimated NAV per common share and unit - diluted

 $

 52

(1)

 We compute NAV by estimating the value of our real estate, using a variety of methods we believe are appropriate based on the characteristics of the communities. For valuation purposes at September 30, 2016, we segregated our real estate into the following categories: stabilized conventional; non-stabilized conventional; and affordable real estate.

(2)

 Our stabilized conventional portfolio and affordable real estate portfolio include 132 communities that have reached stabilized operations and are not expected to be sold within twelve months. We value these portfolios using a direct capitalization rate method based on the annualized proportionate property NOI for the three months ended September 30, 2016, less a 2% management fee for a portfolio of similar size and quality, which we believe is a market rate management fee. The weighted average estimated capitalization rates as applied to the annualized property NOI were 5.0% and 5.5% for the stabilized conventional and affordable real estate portfolios, respectively. We select these capitalization rates on a property-by-property basis based primarily on information published by a third party. Community characteristics that we use to determine comparable market capitalization rates include: the market in which the community is located; infill or suburban location within the market; property quality grade; and whether the community is stabilized or value-add. We used this valuation method for approximately 83% of real estate fair value at September 30, 2016.

(3)

 The non-stabilized conventional portfolio includes five apartment communities under redevelopment at September 30, 2016 and four apartment communities in lease-up. We value these communities by discounting projected future cash flows. Key assumptions used to estimate the value of these communities include: revenue growth rate, which is based on in-place rents, projected submarket rent growth to community stabilization based on projections published by third parties and adjusted for the impacts of redevelopment; expense growth

United States Securities and Exchange Commission

June 26, 2017

Page 4 of 6

rate, which is based on estimated operating costs adjusted for inflation and adjusted for the impacts of redevelopment; estimated remaining costs to complete construction; and a terminal value estimated using a market capitalization rate at community stabilization. Discount rates applied to estimated future cash flows of these communities ranged between 3.80% and 8.25% depending on construction and lease-up progress. We used this valuation method for approximately 15% of the real estate fair value at September 30, 2016. The non-stabilized conventional portfolio also includes four apartment communities scheduled for sale, which were valued at sales contract price and represent approximately 2% of real estate fair value at September 30, 2016.

(4)

 We calculate the fair value of our debt based on a money-weighted average interest rate on our fixed-rate property debt of 4.45%, which rate takes into account the timing of amortization and maturities, and a market rate of 3.44%, which rate takes into account the duration of the existing property debt using a similar lending source, loan-to-value and coverage as well as timing of amortization and maturities. The market rate represents a rate that may be used to estimate the fair value of our outstanding debt, not necessarily the rate at which we may refinance our outstanding debt. For purposes of estimating NAV, the fair value of debt includes our proportionate share of debt related to non-wholly owned entities (both consolidated and unconsolidated), and excludes non-recourse property debt obligations of consolidated partnerships for whom we provide asset management and other services, which is factored into the valuation of this business as described below.

(5)

 Other tangible assets consist of cash, restricted cash, accounts receivable and other assets for which we reasonably expect to receive cash through the normal course of operations or another future event. Other tangible liabilities consist of accounts payable, accrued liabilities and other tangible liabilities we reasonably expect to settle in cash through the normal course of operations or another future event. Other tangible assets and liabilities were generally valued at their carrying amounts and reduced by the noncontrolling interests’ portion of these amounts and exclude intangible assets and liabilities reflected on our consolidated balance sheet. The fair value of our preferred equity includes a mark-to-market adjustment for listed securities based on their closing share price on September 30, 2016.

Other tangible assets, liabilities and preferred equity at fair value in the reconciliation above also include the estimated fair value of our fee and other interests in our asset management business. We consolidate certain affordable communities served by this business where we expect to receive substantially all of the operating cash as well as a significant portion of the residual cash in payment of various fees and loans under the governing agreements. The value of our asset management business at September 30, 2016, was estimated as the present value of the estimated future cash flows we expect to receive pursuant to the governing agreements using a 7% discount rate. The key assumptions used to estimate the future cash flows we expect to receive include: operating cash flow, which is based on an estimate of contractual rents and expenses reflecting inflationary growth; the value of the underlying real estate, which we value using a direct capitalization rate method similar to that described in footnote 2 above; and the estimated sale date of the apartment communities, which is generally upon or shortly after the expiration of the tax credit compliance period.

(6)

 Total shares, units and dilutive share equivalents represents Common Stock, OP Units, participating unvested restricted shares and the dilutive effect of common stock equivalents outstanding as of September 30, 2016.

United States Securities and Exchange Commission

June 26, 2017

Page 5 of 6

2.

 We note your disclosure in footnote 2. Please disclose the interest and markets rates used to value your debt as well as any additional key assumptions and inputs. Also, please clarify why the fair value of debt is not the same as the fair value disclosed in your quarterly report for the period ended September 30, 2016.

Response:  In response to the Staff’s comment, the Company will revise future Annual Reports on Form 10-K to disclose the interest and market rates used to value its debt and if applicable any additional key assumptions and inputs, as illustrated in the revised disclosure included in the response to comment 1 above.

In response to the Staff’s request for clarification regarding the difference between the fair value of debt presented in the reconciliation and the fair value of debt disclosed in the Company’s quarterly report for the period ended September 30, 2016, the fair value of debt disclosed in the Company’s quarterly report for the period ended September 30, 2016, includes all debt instruments of the Company and its consolidated subsidiaries. For purposes of estimating NAV, the fair value of debt includes the Company’s proportionate share of debt related to non-wholly owned entities (both consolidated and unconsolidated) and excludes non-recourse property debt obligations of consolidated partnerships for whom the Company provides asset management and other services as the debt is factored into the value of the asset management business, which is estimated as described in footnote 5 of the revised disclosure above. The table below reconciles the fair value of consolidated debt as of September 30, 2016, as disclosed in the Company’s Form 10-Q to the fair value of indebtedness included in the NAV reconciliation in the Form 10-K (in billions).

Fair value of consolidated debt as of September 30, 2016 per 10-Q

 $

 4.3

Less:

 noncontrolling interests’ share of debt

 (0.2

 )

Less:

 non-recourse debt obligations of consolidated partnerships served by the Asset Management Business

 (0.2

 )

Fair value of indebtedness per NAV reconciliation

 $

 3.9

Form 8-K filed February 2, 2017

Exhibit 99.1

Leverage Ratio Definitions, page 37

3.

 We note your description of EBITDA and the related reconciliation on page 39. In future earnings releases, please revise your disclosure to identify this measure as Adjusted EBITDA.

Response:  In response to the Staff’s comment, in future earnings releases, the Company will revise its disclosure to identify this measure as Adjusted EBITDA.

United States Securities and Exchange Commission

June 26, 2017

Page 6 of 6

If you have further questions regarding the information provided, please contact Paul Beldin, Executive Vice President and Chief Financial Officer, at (303) 691-4554 or paul.beldin@aimco.com, or me at (303) 793-4604 or andrew.higdon@aimco.com.

Sincerely,

/s/ Andrew Higdon

Andrew Higdon

Senior Vice President and Chief Accounting Officer

Cc:    Lisa R. Cohn

Paul Beldin

Mail Stop 3233
June 13 , 2017

Via E -mail
Paul Beldin
Executive Vice President and Chief Financial Officer
Apartment Investment and  Management Company and AIMCO Properties, L.P.
4582  South Ulster Street, Suite 1100
Denver, CO 80237

Re: Apartment I nvestment and Management Company
 Form 10-K for the Year Ended December 31, 2016
Filed February 24, 2017
Form 8 -K
Filed February 2, 2017
File No. 1-13232

Dear Mr. Beldin :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these com ments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing  your response to these  comments, we may have  additional comments.

Non-GAAP Measures, page 30

Economic Income, page 32

1. We note your disclosure in footnote 1 and that you value your communities using a
variety of methods including applying m arket -based capitalization rates to annualized
community NOI, discounted future cash flows and contract price. Please disclose the key
assumptions,  inputs and the weighting of each method used compared to the total fair
value presented. Also, disclose the  number of properties valued under each methodology
and the percentage of fair value that is calculated using such methodology. Finally,
include within your revised disclosure the characteristics of the communities that would
cause the company to choose on e valuation method over another.

Paul Beldin
Apartment Investment and Management Company and AIMCO Properties, L.P.
June 13 , 2017
Page 2

 2. We note your disclosure in footnote 2. Please disclose the interest and markets rates used
to value your debt as well as any additional key assumptions and inputs.   Also, please
clarify why the fair value of debt is not the same as the fair value disclosed in your
quarterly report for the period ended September 30, 2016.

Form 8 -K filed February 2, 2017

Exhibit 99.1

Leverage Ratio Definitions, page 37

3. We note your description of EBITDA and the related reconciliation on page 39.  In future
earnings releases, please revise your disclosure to identify this measure as Adjusted
EBITDA.

We remind you that the company and its management are responsible for t he accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact William Demarest, Staff Accountant  at 202 -551-3432  or me at 202-
551-3856 with any questions.

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
       Office of Real Estate
& Commodities

May 19, 2015

Via E -mail
Ernest M. Freedman
Executive Vice President and Chief Financial Officer
Apartment Investment and Management Company and AIMCO Properties, L.P.
4582 South Ulster  Street, Suite 1100
Denver, CO  80237

Re: Apartment Investment and Management Company
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 2 7, 2015
File No. 1 -13232

AIMCO Properties, L.P.
 Form 10-K for the fiscal year ended December 3 1, 2014
Filed April 24, 2015
File No. 0 -24497

Dear Mr. Freedman :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsib le for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennife r Monick

Jennifer Monick
Staff Accountant

CORRESP
1
filename1.htm

		4/27/15 SEC Comment Letter Response

May 8, 2015

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:    Jennifer Monick

Re:    Apartment Investment and Management Company

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 27, 2015

File No. 001-13232

AIMCO Properties, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed April 24, 2015

File No. 0-24497

____________________________________________

Ladies & Gentlemen:

This letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) addressed to Ernest M. Freedman 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 April 27, 2015.  The Companies’ response to the Staff’s comment is set forth below.

*    *    *    *    *

Form 10-K

Balance Sheet and Liquidity, page 22

Comment:  We note your use of pro forma and actual leverage ratios. It does not appear your presentation of these leverage ratios complies with Item 10(e) of Regulation S-K. Please revise future periodic filings to disclose that these leverage ratios are non-GAAP, disclose how management deems the measures useful, and provide a reconciliation of any non-GAAP measures used in these leverage ratios. Your reconciliation should reconcile any non-GAAP measures to the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Further, your reconciliation of your pro forma measures should include an explanation of any assumptions made. Please provide us with an example of your proposed disclosure.

United States Securities and Exchange Commission

May 8, 2015

Page 2 of 7

Response:  In response to the Staff’s comment, the Companies will revise future periodic filings to disclose that their leverage ratios are non-GAAP, to explain how management deems these measures useful, and will provide a reconciliation of the non-GAAP measures used in these ratios to the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.  To the extent the Companies present any pro forma leverage ratios, the accompanying disclosures will include an explanation of any assumptions made in the pro forma calculation.  As requested by the Staff, an example of the Companies’ proposed disclosure is provided below.

Balance Sheet and Liquidity

Our leverage strategy seeks to increase financial returns while using leverage with appropriate caution.  We target the ratio of Adjusted Debt plus Preferred Equity to Adjusted EBITDA to be below 7.0x and we target the ratio of Adjusted EBITDA Coverage of Adjusted Interest and Preferred Dividends to be greater than 2.5x.  We also focus on the ratios of Adjusted Debt to Adjusted EBITDA and Adjusted EBITDA Coverage of Adjusted Interest.

We believe the ratios of ratios of Adjusted Debt to Adjusted EBITDA and Adjusted Debt plus Preferred Equity to Adjusted EBITDA are important measures as they are commonly used by investors and analysts to assess the relative financial risk associated with balance sheets of companies within the same industry, and they are additionally used by rating agencies to assess the potential for companies defaulting on their debt obligations.

The ratios of Adjusted EBITDA Coverage of Adjusted Interest and Adjusted EBITDA Coverage of Adjusted Interest and Preferred Dividends provide a measure of a company’s ability to pay its current interest and preferred dividend requirements.  We believe these are meaningful to investors, analysts and rating agencies in assessing financial risk associated with a company’s debt levels and provide an indication of the health of the company’s earnings in relation to interest and preferred dividend requirements.  Additionally, these measures allow for comparison of our debt and earnings levels to those of other companies within our industry.

Adjusted Debt, Adjusted EBITDA and Adjusted Interest, as used in these ratios, are non-GAAP financial measures, which are further discussed and reconciled under the Non-GAAP Leverage Measures heading.  Preferred Equity represents Aimco’s preferred stock and the Aimco Operating Partnership’s preferred OP Units.

Our leverage ratios for the trailing twelve month and annualized three month periods ended December 31, 2014 and 2013, are presented below:

United States Securities and Exchange Commission

May 8, 2015

Page 3 of 7

 Pro-forma Trailing Twelve Months Ended December 31,

 Actual Trailing Twelve Months Ended December 31,

 2014 (1)

 2014

 2013

Adjusted Debt to Adjusted EBITDA

 6.5x

 7.1x

 7.1x

Adjusted Debt plus Preferred Equity to Adjusted EBITDA

 7.0x

 7.6x

 7.3x

Adjusted EBITDA Coverage of Adjusted Interest

 2.9x

 2.7x

 2.6x

Adjusted EBITDA Coverage of Adjusted Interest and Preferred Dividends

 2.7x

 2.5x

 2.5x

(1)

 During January 2015, Aimco completed a common stock offering resulting in net proceeds of approximately $367 million. The pro-forma ratios presented for the trailing twelve months ended December 31, 2014, have been adjusted to reflect the following: a) Repayment of $112.3 million of outstanding borrowings under our Credit Agreement at December 31, 2014; b) Repayment of $102.2 million of property debt that will be repaid in 2015 to further supplement Aimco’s unencumbered pool; c) Repayment of $27.0 million of Aimco’s CRA Preferred Stock; and d) Investment of the remaining proceeds from the common offering. The effect of the repayment of debt, redemption of preferred stock and investment of the remaining proceeds from the common offering resulted in a pro forma reduction of Interest and Preferred Dividends of $11.2 million and $0.4 million for the trailing twelve months ended December 31, 2014.  The pro forma interest and preferred dividend adjustments are based on the contractual amounts for the debt repaid or preferred securities redeemed, and investment of the remaining proceeds assumed an annual return of one percent.  Refer to Note 16 to the consolidated financial statements in Item 8 for additional information regarding this stock offering.

We expect future leverage reduction from both earnings growth, the lease up of redevelopment communities and from regularly scheduled property debt amortization repaid from retained earnings.  We also expect to increase our financial flexibility by expanding our pool of unencumbered apartment communities.  As of December 31, 2014, this pool included 15 consolidated apartment communities, which we expect to hold beyond 2015, with an estimated fair value of more than $1 billion.

Non-GAAP Financial Measures

Note: Our 10-K, as filed, includes our Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”) discussion, along with the related non-GAAP disclosures and reconciliations, within Management’s Discussion and Analysis (“MD&A”).  Based on the expanded non-GAAP disclosure in response to the Staff’s comment, we plan to add a Non-GAAP Financial Measures section within the MD&A in future filings, which would include our existing FFO and AFFO disclosures, along with the proposed expanded non-GAAP disclosures below.  For the purpose of this Comment Letter response, we have not repeated the FFO and AFFO disclosure.

Non-GAAP Leverage Measures

Adjusted Debt represents our share of the debt obligations recognized in our consolidated financial statements, as well as our share of the debt obligations of our unconsolidated partnerships, reduced by our share of the cash and restricted cash of our consolidated and unconsolidated partnerships, and our investment in the subordinate tranches of a securitization that holds certain of our property debt (essentially, our investment in our own non-recourse property loans).  We believe Adjusted Debt is useful to investors as it is a measure of our net exposure to debt obligations, assuming the application of cash and restricted cash

United States Securities and Exchange Commission

May 8, 2015

Page 4 of 7

balances as well as reducing our leverage by our investment in our own property debt. Adjusted Debt, as used in our leverage ratios discussed under the Balance Sheet and Liquidity heading, is calculated as set forth in the table below.

Preferred Equity, as used in our leverage ratios, represents the redemption amounts for Aimco’s preferred stock and the Aimco Operating Partnership’s preferred OP Units.  Preferred Equity, although perpetual in nature, is another component of our overall leverage.

Adjusted EBITDA is a non-GAAP performance measure. We believe Adjusted EBITDA provides investors relevant and useful information because it allows investors to view income from our operations on an unleveraged basis, before the effects of taxes, depreciation and amortization, gains or losses on sales of and impairment losses related to real estate, and various other items described below that are not necessarily representative of our ability to service our debt obligations or preferred equity requirements.

Adjusted EBITDA represents Aimco’s share of the consolidated amount of our net income adjusted to exclude the effect of the following items for the reasons set forth below:

•

 interest, to allow investors to compare a measure of our earnings before the effects of our capital structure and indebtedness with that of other companies in the real estate industry;

•

 income taxes, to allow investors to measure our performance independent of income taxes, which may vary significantly from other companies within our industry due to leverage and tax planning strategies, among other drivers;

•

 depreciation and amortization,  gains or losses on dispositions and impairment losses related to real estate, for similar reasons to those set forth in our discussion of FFO and AFFO in the preceding section;

•

 provisions for (or recoveries of) losses on notes receivable, gains on dispositions of non-depreciable assets and non-cash stock-based compensation, as these are items that periodically affect our operations but that are not necessarily representative of our ability to service our debt obligations;

•

 the interest income earned on our investment in the subordinate tranches of a securitization that holds certain of our property debt, as we subtract this income from our interest expense in our calculation of Adjusted EBITDA coverage of Adjusted Interest; and

•

 EBITDA amounts related to our legacy asset management business, as the debt obligations and associated interest expense for the legacy asset management business are excluded from our leverage ratios and the associated interest payments are not funded from our operations.

While Adjusted EBITDA is a relevant measure of performance, it does not represent net income as defined by GAAP, and should not be considered as an alternative to net income in evaluating our performance.  Further, our computation of Adjusted EBITDA may not be comparable to similar measures reported by other companies.

Adjusted Interest, as calculated in our leverage ratios, is a non-GAAP measure that we believe is meaningful for investors and analysts as it presents our current recurring interest requirements associated with leverage.  Our calculation of Adjusted Interest is set forth in the table below.  We exclude from our calculation of Adjusted Interest

United States Securities and Exchange Commission

May 8, 2015

Page 5 of 7

•

 the amortization of deferred financing costs, as these amounts have already been expended in previous periods and are not representative of our current or prospective debt service requirements; and

•

 debt prepayment penalties and other items that from time to time, affect our operating results, but are not representative of our scheduled interest obligations.

Our calculation of Adjusted Interest is also reduced by income we receive on our investment in the subordinate tranches of a securitization that holds certain of our property debt, as this income is being generated indirectly from our payments of principal and interest associated with the property debt held by the trust and such amounts will ultimately repay our investment in the trust.

Preferred Dividends represents the preferred dividends paid on Aimco’s preferred stock and the preferred distributions paid on the Aimco Operating Partnership’s preferred OP Units. We add Preferred Dividends to Adjusted Interest for a more complete picture of the interest and dividend requirements of our leverage, inclusive of perpetual preferred equity.

For the years ended December 31, 2014 and 2013, reconciliations of the most closely related GAAP measures to our calculations of Adjusted Debt, Preferred Equity, Adjusted EBITDA, Adjusted Interest and Preferred Dividends, as used in our leverage ratios, are as follows (in thousands):

 Year Ended December 31,

 2014

 2013

Total indebtedness

 $

 4,135,139

 $

 4,388,185

Adjustments:

Debt related to assets classified as held for sale

 27,296

 —

Proportionate share adjustments related to debt obligations of consolidated and unconsolidated partnerships

 (117,827

 )

 (142,136

 )

Cash and restricted cash

 (120,416

 )

 (182,788

 )

Proportionate share adjustments related to cash and restricted cash held by consolidated and unconsolidated partnerships

 2,103

 15,317

Securitization trust assets

 (61,043

 )

 (58,408

 )

Bond repayment on December 31, 2014, effective on January 1, 2015

 (34,000

 )

 —

Adjusted Debt, as used in leverage calculations

 $

 3,831,252

 $

 4,020,170

Preferred stock

 186,126

 68,114

Preferred OP Units

 87,937

 79,953

Preferred Equity

 274,063

 148,067

Adjusted Debt plus Preferred Equity

 $

 4,105,315

 $

 4,168,237

United States Securities and Exchange Commission

May 8, 2015

Page 6 of 7

 Year Ended December 31,

 2014

 2013

Net income attributable to Aimco Common Stockholders

 $

 300,220

 $

 203,673

Adjustments:

Noncontrolling interests in Aimco Operating Partnership's share of net income

 23,349

 18,876

Preferred Dividends

 7,947

 2,804

Interest expense,  net of noncontrolling interest

 216,880

 241,025

Depreciation and amortization, net of noncontrolling interest

 275,175

 295,584

Income tax benefit

 (20,026

 )

 (3,101

 )

Gains on disposition and other, net of income taxes and noncontrolling partners' interests

 (265,358

 )

 (184,382

 )

Provision for (recovery of) impairment losses related to depreciable assets, net of noncontrolling partners' interests

 2,197

 (855

 )

Recovery of (provision for) losses on notes receivable

 (237

 )

 (1,827

 )

Gains on disposition of other

 (501

 )

 (11

 )

Non-cash stock-based compensation

 5,781

 5,645

Interest income received on securitization investment

 (5,697

 )

 (5,322

 )

Net income of legacy asset management business, excluding interest expense

 (2,556

 )

 (3,977

 )

Adjusted EBITDA, as calculated in leverage ratios

 $

 537,174

 $

 568,132

 Year Ended December 31,

 2014

 2013

Interest expense, continuing operations

 $

 220,971

 $

 237,048

Interest expense, discontinued operations

 —

 13,346

Adjustments:

Proportionate share adjustments related to interest of consolidated and unconsolidated partnerships

 (6,064

 )

 (10,189

 )

Amortization of deferred loan costs, debt prepayment penalties and other

 (12,905

 )

 (13,706

 )

Interest income received on securitization investment

 (5,697

 )

 (5,322

 )

Adjusted Interest, as calculated in leverage ratios

 $

 196,305

 $

 221,177

Preferred stock dividends

 7,947

 2,804

Preferred OP Unit distributions

 6,497

 6,423

Preferred dividends and distributions

 14,444

 9,227

Adjusted Interest an

April 27 , 2015

Via E -mail
Ernest M. Freedman
Executive Vice President and Chief Financial Officer
Apartment Investment and Management Company and AIMCO Properties, L.P.
4582 South Ulster Street, Suite 1100
Denver, CO  80237

Re: Apartment Investment and Management Company
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 2 7, 2015
File No. 1 -13232

AIMCO Properties, L.P.
 Form 10-K for the fiscal year ended December 31, 2014
Filed April 24, 2015
File No. 0 -24497

Dear Mr. Freedman :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide u s
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Balance Sheet and Liquidity, page 22
1. We note your use of pro forma and actual leverage ratios.  It does not appear your
presentation of these leverage ratios complies with Item 10(e) of Regulation S -K.  Please
revise future periodic  filings to disclose that these leverage ratios are non -GAAP,
disclose how management deems the measures useful, and provide a reconciliation of any
non-GAAP measures used in these leverage ratios.  Your reconciliation should reconcile
any non -GAAP measure s to the most directly comparable financial measure or measures
calculated and presented in accordance with GAAP.  Further, your reconciliation of your
pro forma measures should include an explanation of any assumptions made.  Please
provide us with an exa mple of your proposed disclosure.

Ernest M. Freedman
Apartment In vestment and Management Company  and AIMCO Properties, L.P.
April 27 , 2015
Page 2

 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 Exchang e 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.

 In responding to our comment , please provide  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 Commissi on 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.

You may contact Mark Raki p, Staff Accountant at 202.551.3573  or the undersigned at
202.551.3295  with any questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Staff Accountant

May 23, 2013

Via Email
Mr. Paul Beldin
Chief Accounting Officer
Apartment Investment and Management Company
4582 South Ulster Street
Suite 1100
Denver, CO  80237

Re: Apartment Investment and Management Company
 Form 10-K
Filed February 25, 2013
File No. 001 -13232

Dear Mr. Beldin :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gord on
Branch Chief

CORRESP
1
filename1.htm

		Comment Letter (4-30-13) Response

May 10, 2013

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

Attn:    Daniel L. Gordon

Re:    Apartment Investment and Management Company

Form 10-K

Filed February 25, 2013

File No. 001-13232

Dear Mr. Gordon:

This letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) addressed to me on behalf of Apartment Investment and Management Company  (the “Company”), in a letter dated April 30, 2013.  The Company's responses to the Staff's comments are set forth below.

Item 2. Properties, page 14

1.

 Comment:   We note your disclosure on page 9 regarding your intended redevelopment costs. In future Exchange Act periodic reports, to the extent you engage in redevelopment of your properties, and to the extent such redevelopment is material, please provide disclosure regarding your anticipated completion date, costs incurred to date, and budgeted costs.

Response:   The Company confirms that in future Exchange Act periodic reports it will provide disclosure regarding the anticipated completion dates, costs incurred to date, and budgeted costs for material redevelopment projects.

United States Securities and Exchange Commission

May 10, 2013

Page 2

Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations, page 20

Executive Overview, page 20

2.

 Comment:  We note your definition of EBITDA on page 5. Please note that Exchange Act Release No. 47226 defines EBITDA as earnings before interest, taxes, depreciation and amortization. To the extent that you define EBITDA differently for purposes of calculating your leverage ratios, please characterize the measure as something other than EBITDA. Refer to Question 103.01 of the Compliance and Disclosure Interpretations: Non-GAAP Financial Measures.

Response:  The Company confirms that in future filings it will characterize the measure of EBITDA used in leverage ratios as "Adjusted EBITDA."

Results of Operations, page 22

3.

 Comment:  Please define “average revenue per effective unit” to the extent that you continue to present this metric in future filings. Please provide us with your proposed disclosure.

Response:   In response to the Staff's comment, to the extent the metric "average revenue per effective unit" is presented in future filings, the Company will provide the following definition.

Average revenue per effective unit represents rental and other property revenues multiplied by the Company's economic ownership interest in the properties divided by effective units, which represent the number of actual property units multiplied by the Company's economic ownership interest in the property as of the end of the current period.

Please note that rental and other property revenues multiplied by the Company's economic ownership interest in the properties are a component of proportionate property net operating income, which is the key measurement the Company uses to evaluate segment performance.

Equity and Partners' Capital Transactions, page 36

4.

 Comment:  We note that you have disclosed the net proceeds of 405,990 shares issued in 2012 through your preferred stock at-the-market program. Please tell us the gross proceeds or, alternatively, the average price per share of the shares issued in this program. To the extent you issue shares in the future under this program, please also include such disclosure in your future Exchange Act periodic reports.

Response:   During 2012, the Company issued 405,990 shares of its Class Z Cumulative Preferred Stock through its at-the-market offering program.  The Company issued the shares for net proceeds per share of $24.24, reflecting an average price to the public of $24.78 per share less commissions and transaction costs of $0.54 per share.  The Company disclosed the amounts of gross and net

United States Securities and Exchange Commission

May 10, 2013

Page 3

proceeds per share within Note 12 to the consolidated financial statements in Part I Item 8 of its Form 10-K; however, based on the immateriality of the commissions and transaction costs for this equity issuance, the Company elected only to disclose the net proceeds for this equity issuance within the Equity and Partners' Capital Transactions discussion.  To the extent the Company issues shares in the future under this program, the Company will disclose in future Exchange Act periodic reports information regarding both the gross and net proceeds from the issuance, if the difference between the two amounts is material.

Consolidated Statements of Cash Flows, page F-8

5.

 Comment:  Please tell us what is included in “Other investing activities” and “Other financing activities.” To the extent that amounts in these categories are significant to the category as a whole, please confirm that you will identify components separately on the face of the cash flows statement or provide narrative disclosure in the MD&A.

Response:   For each of the years ended December 31, 2012, 2011 and 2010, cash used in or provided by "other investing activities" primarily included cash transferred to or from restricted cash accounts associated with investing activities, proceeds from the repayment of notes receivable, originations of notes receivable and casualty insurance proceeds.

For each of the years ended December 31, 2012, 2011 and 2010, cash used in or provided by "other financing activities" primarily included payments on borrowings other than non-recourse property debt or term loans, payment of deferred financing costs, changes in restricted cash accounts required by lenders and contributions from noncontrolling interest partners in consolidated real estate partnerships.

In preparing the statements of cash flows, the Company evaluated each item to determine whether separate line item presentation is appropriate and aggregated those items that did not warrant separate presentation into the “other” category.  In determining whether to present a component of cash flow separately on the face of the cash flow statement, the Company evaluated the quantitative significance of the nature of the cash flows to the categories taken as a whole.  Additionally when preparing the MD&A the Company determined if the nature of the cash flows were material to the reader's understanding of the Company's cash flows and/or liquidity.

In future filings, the Company confirms that, to the extent the amounts in these categories are significant to the category as a whole, the Company will continue to identify the components separately on the cash flow statement or provide narrative disclosure in the MD&A.

Note 10 - Commitments and Contingencies, page F-33

6.

 Comment:  Please expand your discussion of the put option on the West Harlem properties to discuss the current operating performance of the properties as it relates to the achievement of performance thresholds that would trigger the put option. To the extent known by management, please also discuss the likelihood of the put option being exercised.

United States Securities and Exchange Commission

May 10, 2013

Page 4

Response:  In order for the properties to be put to the Company, the owner of the properties must satisfy specified performance thresholds as well as certain operational and compliance requirements.

The performance thresholds require that the properties, in aggregate, achieve specified annualized gross rental income amounts for the month preceding the put exercise date.  The operational and compliance requirements indicate that, among other things, the properties must be operated in accordance with applicable laws and regulations and that the owner of the properties must provide notice to the Company of such compliance within certain time frames.  The owner may put the properties to the Company in the month following the satisfaction of the performance threshold based on the representation that the operational and compliance requirements have been met.

Once the put option has been exercised, the properties then again have to meet the performance thresholds for the month preceding the scheduled closing date for the Company's purchase of the properties, which must occur within 120 days from the put exercise date.  Additionally, during the time between the put exercise and closing dates, the Company will validate that the performance threshold was met for the month preceding the option exercise date and will also validate the owner's compliance with the operational and compliance requirements.

Thus, although the owner may exercise the put when he represents the performance threshold has been met and that he has satisfied the operational and compliance requirements, the exercise is conditional as the closing may only occur on satisfaction of the other conditions discussed above.

The Company does not believe all the operational and compliance requirements have been met.  Further, even if all the operational and compliance requirements have been met, as well as the aforementioned performance thresholds, the Company does not know if the owner will put the properties to the Company prior to the put expiration in November 2016.

Based on the foregoing, the Company does not believe it can provide a meaningful discussion regarding the likelihood that the put option will be exercised and whether the conditions required for closing will be satisfied.  The Company elected to disclose the potential cash payment required at both the low and high performance thresholds in the event the conditions precedent to close the transaction are satisfied in the future.

Please note that the Company recently entered into discussions with the owner regarding potential modifications to the existing agreement or other alternatives to acquiring the properties.  In future filings, the Company will revise the discussion to reflect the current status of these discussions as appropriate.

As requested by the Staff, the Company acknowledges that: (a) the Company is responsible for the adequacy and accuracy of the disclosure in their filing; (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 filing; 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.

United States Securities and Exchange Commission

May 10, 2013

Page 5

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 me at (303) 691-4554.

Sincerely,

/s/ Paul Beldin

Paul Beldin

Chief Accounting Officer

Cc:    Lisa R. Cohn

Ernie Freedman

April 30, 2013

Via E -mail
Mr. Paul Beldin
Chief  Accounting  Officer
Apartment Investment and Management Company
4582 South Ulster Street
Suite 1100
Denver, CO  80237

Re: Apartment Investment and Management Company
 Form 10-K
Filed February 25, 2013
File No. 001 -13232

Dear Mr. Beldin :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 2. Properties, page 14

1. We note your disclosure on page 9 regarding your intended redevelopment costs. In
future Exchange Act periodic reports, to the extent you engage in redevelopment of your
properties, and to th e extent such redevelopment is material, please provide disclosure
regarding your anticipated completion date, costs incurred to date, and budgeted costs.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page  20

Executive Overview, page 20

2. We note your definition of EBITDA on page 5.  Please note that Exchange Act Release
No. 47226 defines EBITDA as earnings before interest, taxes, depreciation and

Paul Beldin
Apartment Investment and Management Company
April 30, 2013
Page 2

 amortization.  To the extent that you define EBITDA differen tly for purposes of
calculating your leverage ratios, please characterize the measure as something other than
EBITDA.  Refer to Question 103.01 of the Compliance and Disclosure Interpretations:
Non-GAAP Financial Measures.

Results of Operations, page 22

3. Please define “average revenue per effective unit” to the extent that you continue to
present this metric in future filings.  Please provide us with your proposed disclosure.

Equity and Partner’s Capital Transactions, page 36

4. We note that you have disclosed the net proceeds of 405,990 shares issued in 2012
through your preferred stock at -the-market program. Please tell us the gross proceeds or,
alternatively, the average price per share of the shares issued in this program.   To the
extent you issue shares in the future under this program, please also include such
disclosure in your future Exchange Act periodic reports.

Consolidated Statements of Cash Flows, page F -8

5. Please tell us what is included in “Other investing activities” and “Other financin g
activities.”  To the extent that amounts in these categories are significant to the category
as a whole, please confirm that you will identify components separately on the face of the
cash flows statement or provide narrative disclosure in the MD&A.

Note 10 – Commitments and Contingencies, page F -33

6. Please expand your discussion of the put option on the West Harlem properties to discuss
the current operating performance of the properties as it relates to the achievement of
performance thresholds that wo uld trigger the put option.  To the extent known by
management, please also discuss the likelihood of the put option being exercised.

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 Exchange 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 acc uracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Paul Beldin
Apartment Investment and Management Company
April 30, 2013
Page 3

  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.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3486  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Stacie  Gorman  at (202) 551 -3585  or Kristina Aberg  at (202) 551 -3404  with any other questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 April 16, 2013

 VIA FACSIMILE AND EDGAR

 United States Securities and Exchange Commission

Washington, D.C. 20549

 Attention: Tom Kluck

Re:
Apartment Investment and Management Company

 AIMCO Properties, L.P.

 Century Properties Fund XIX, LP

Amendment No. 1 to Registration Statement on Form S-4/A

 Filed on April 12, 2013

 File No. 333-186965

Dear Mr. Kluck:

 On
April 12, 2013, Apartment Investment and Management Company (“Aimco”), AIMCO Properties, L.P. (“Aimco OP”) and Century Properties Fund XIX, LP (“CPF XIX”, and collectively with Aimco and Aimco OP, the
“Registrants”) filed via EDGAR Amendment No. 1 to the above-referenced Registration Statement on Form S-4/A.

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrants hereby request that the Securities and Exchange
Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement effective as of 4:00 p.m., Washington, D.C. time, on April 17, 2013 or as soon
thereafter as practicable.

 In requesting acceleration of the effective date of the Registration Statement, the Registrants
hereby acknowledge that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 Registrants may not assert the staff’s comments and 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.

 [Signature appears on the
following page.]

 - 2 -

Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

By:

   /s/ John Bezzant

John Bezzant

Executive Vice President

AIMCO PROPERTIES, L.P.

By:

AIMCO-GP, Inc.

    Its General Partner

By:

   /s/ John Bezzant

John Bezzant

Executive Vice President

CENTURY PROPERTIES FUND XIX, LP

By:

Fox Partners II

    Its General Partner

By:

Fox Capital Management Corporation

    Its Managing General Partner

By:

   /s/ John Bezzant

John Bezzant

Executive Vice President

cc:
Duc Dang, Securities and Exchange Commission

 Lisa Cohn, Apartment Investment and Management Company

 Paul Nozick,
Alston & Bird LLP

 Marshall Chalmers, Alston & Bird, LLP

 - 3 -

CORRESP
1
filename1.htm

CORRESP

 One Atlantic Center

 1201 West Peachtree Street

 Atlanta, GA 30309-3424

404-881-7000

Fax: 404-253-8253

www.alston.com

Paul J. Nozick

Direct Dial: 404-881-7451

Email: paul.nozick@alston.com

 April 12, 2013

 VIA EDGAR

 Mr. Tom Kluck

 Division of Corporation Finance

 Securities and Exchange Commission

100 F Street N.E.

 Washington, D.C. 20549-3561

Re:
Apartment Investment and Management Company

AIMCO Properties, LP

Registration Statement on Form S-4

Filed February 28, 2013

File No. 333-186965

Century Properties Fund XIX, LP

Schedule 13E-3

Filed February 28, 2013

File No. 005-43357

 Dear Mr. Kluck:

 On behalf of Apartment Investment and Management Company (“Aimco”), AIMCO Properties, LP (“Aimco
OP”) and Century Properties Fund XIX, LP (“CPF XIX”), we are submitting this letter in response to the comment letter of the Securities and Exchange Commission (the “SEC”) dated March 26, 2013
regarding the above-referenced filings. In this letter, we refer to the staff of the SEC as the “Staff.” For your convenience, paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the
Staff’s letter.

 Registration Statement on Form S-4

1.
Please confirm that you have included all applicable disclosure required by Items 901 through 915 of Regulation S-K. Alternatively, please tell us which exemption
you are relying upon under Item 901(c).

Atlanta
Ÿ Brussels Ÿ Charlotte Ÿ Dallas Ÿ Los Angeles Ÿ New York Ÿ Research Triangle Ÿ Silicon Valley Ÿ Ventura County Ÿ Washington, D.C.

 April 12, 2013

 Page 2

Response:

 We have reviewed the Staff’s comment and confirm, on behalf of Aimco and Aimco OP, that the filing includes all applicable disclosure required by Items 901 through 915 of Regulation S-K.

Schedule 13E-3

2.
We note the disclosure in the last paragraph of this section indicating that “[t]he information contained in this Schedule 13E-3 and/or the Information
Statement/Prospectus concerning each filing person other than the Company was supplied by each such filing person, and no other filing person, including the Company, takes responsibility for the accuracy of any information not supplied by such
filing person.” This statement is inconsistent with the disclosures in the filing, including the signature pages, and operates as an implied disclaimer of responsibility for the filing. Please revise.

Response:

 In response to the Staff’s comment, we have revised the last paragraph of the section titled “Introduction” to delete the above-referenced language.

[Signature appears on the following page.]

 April 12, 2013

 Page 3

If you have any questions concerning the foregoing, please contact the undersigned at (404) 881-7451 or Marshall Chalmers at
(404) 881-7463.

 Very truly yours,

ALSTON & BIRD LLP

 /s/ Paul J. Nozick

 Paul J.
Nozick

cc:
Duc Dang, Securities and Exchange Commission

John Bezzant, Apartment Investment and Management Company

Lisa Cohn, Apartment Investment and Management Company

Marshall Chalmers, Alston & Bird LLP

March 26, 2013

John Bezzant
Executive Vice President
Apartment Investment and Management Company
4582 South Ulster St., Ste. 1100
Denver, CO 80237

Re: Apartment Investment and Management Company
 AIMCO Properties, LP
  Registration Statement on Form S-4
Filed  February 28, 2013
  File No.  333-186965

  Century Properties Fund XIX, LP
  Schedule 13E -3
  Filed February 28, 2013
  File No. 005 -43357

Dear Mr. Bezzant :

We have limited our review of your registration statement and the Schedule 13E -3 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -4

1. Please confirm that you have included all applicable disclosure required by Items  901
through 915 of Regulation S -K.  Alternatively, please tell us which exemption you are
relying upon under Item 901(c).

John Bezzant, Executive Vice President
Apartment Investment and Management Company
March 26, 2013
Page 2

 Schedule 13E -3

2. We note the disclosure in the last paragraph of this section indicating that “[t]he
information contained in this Schedule  13E-3 and/or the Information
Statement/Prospectus concerning each filing person other than the Company was
supplied by each such filing person, and no other filing person, including the Company,
takes responsibility for the accuracy of any informa tion not supplied by such filing
person.”   This statement is inconsistent with the disclosures in the filing, including the
signature pages, and operates as an implied disclaimer of responsibility for the
filing.   Please revise.

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 Act of 193 3 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revie w any amendment prior to the requested effective date of the
registration statement.

John Bezzant, Executive Vice President
Apartment Investment and Management Company
March 26, 2013
Page 3

Please contact Duc Dang  at (202) 551 -3386 or me at  (202) 551 -3233  with any other
questions.   If you require further assistance, you may contact Perry Hindin, Special  Counsel in
the Office of Mergers and Acquisitions, at (202) 551 -3444

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
cc: Paul Nozick
 Via Email

May 30 , 201 2

Via E -Mail
Ernest M. Freedman
Chief Financial  Officer
Apartment Investment and  Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, CO   80237

                 Re: Apartment Investment and Management Company
Form 10 -K for the Fiscal Ye ar Ended December  31, 20 11
Filed February 23 , 201 2
File No. 001-13232

Dear Mr.  Freedman :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s 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.  We
urge all persons who are responsible for the accuracy and adequacy  of the disclosure in
the filings  to be certain that the filing s include the information the Securities Exchange
Act of 1934 and all applicable rules require.

                                                                                    Sincerely,

        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
filename1.htm

Correspondence

 APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 South Ulster Street, Suite 1100

 Denver, Colorado 80237

 May 7, 2012

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: Daniel L. Gordon

Re:

Apartment Investment and Management Company

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 23, 2012

File No. 001-13232

Dear Mr. Gordon:

 This
letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) addressed to Ernie Freedman on behalf of Apartment Investment and Management Company (the “Company”) in a letter dated
April 24, 2012. The Company’s responses to the Staff’s comments are set forth below.

*        *        *
  *        *

 Form 10-K for the Fiscal Year Ended December 31, 2011 filed
February 23, 2012

 Investing Activities, page 35

1.
Comment: We note your response to comment two and three in our letter dated March 16, 2012. It appears from your response to comment three that capital
expenditures presented within the statements of cash flows as investing activities include capital replacements. Please explain to us your basis for capitalizing these costs given your response to comment two that capital replacements
do not enhance the value, profitability, or useful life of an asset as compared to its condition at the time you purchased the asset.

 Response: In response to the Staff’s comment, when we make capital expenditures at our properties, we first evaluate whether such costs should be capitalized in accordance with GAAP.

 United States Securities and Exchange Commission

 May 7, 2012

  Page
 2
 of 3

 When we
conclude that the expenditure is eligible for capitalization (i.e. that it embodies a probable future benefit that will contribute directly to future net cash inflows generated from the asset), we then further evaluate whether the additions enhance
the value, profitability, or useful life of the asset as compared to its condition at the time we purchased the asset. We classify as Capital Improvements those capital additions that meet these criteria and we classify as Capital Replacements those
that do not. In many cases this leads to the cost of a single capital addition being bifurcated between Capital Improvements and Capital Replacements. The entire bifurcated expenditure is appropriately being capitalized because the remaining useful
life of the asset taken as a whole is being extended. The bifurcation is intended to allocate the cost of the asset between what was consumed prior to Aimco’s acquisition and what has been consumed subsequent to acquisition.

The following examples are provided to help illustrate how we allocate some common capital additions between Capital Improvements and Capital
Replacements:

1.
Construction of a pool at a property with no existing pool – The cost incurred to construct/install the pool represents an asset as it embodies a
probable future benefit that will contribute directly to future net cash inflows (through our ability to attain higher rents). Therefore, we capitalize the cost of the pool construction/installation. We allocate the capital addition 100% to Capital
Improvements, as the addition enhanced the value and profitability of the property relative to the condition at the time of purchase.

2.
Replacement at the end of its useful life of carpet in an apartment that we owned for the entire carpet life – The new carpet provides a probable
future benefit as a unit with new carpet is more likely to rent for a higher price than a unit with carpet in poor condition, and therefore should be capitalized in accordance with GAAP. However, as the new carpet does not enhance the value,
profitability or useful life of the apartment as compared to its condition at purchase, we allocate the capital addition 100% to Capital Replacements.

3.
Roof replacement – Assume the roof had a 20 year life and was 12 years old at the time of acquisition. When the roof is replaced in eight years, we
would capitalize the cost of the new roof as it extends the useful life, and provides future economic benefits through an increase in the value of the property. We would allocate 60% of the cost of the addition to Capital Improvements, as the useful
life of the roof was extended by 12 years from its original purchase condition (from 8 years to 20 years), and the remaining 40% would be classified as Capital Replacements. The amount allocated to Capital Replacements is properly capitalized as an
asset because the new roof, as a whole, embodies a probable future benefit.

 We differentiate categories of capital spending
between Capital Replacements and Capital Improvements primarily for the purpose of computing Adjusted Funds From Operations. Our definitions of Capital Replacements and Capital Improvements do not affect the capitalization policy we apply in the
preparation of our consolidated financial statements. We define these items in our periodic reports to improve the usefulness of our non-GAAP disclosures and to allow a financial statement user to understand the amount of our capital expenditures
that are

 United States Securities and Exchange Commission

 May 7, 2012

  Page
 3
 of 3

revenue enhancing and those expenditures that are sustaining. We believe this additional disclosure provides additional insight into a material aspect of our business, and is consistent with the
National Association of Real Estate Investment Trust’s recommendation in their 2002 White Paper regarding Funds from Operations that member companies provide supplemental disclosure that provides useful insights into material capital
expenditures.

 As requested by the Staff, the Company acknowledges that: (a) the Company is responsible for the adequacy
and accuracy of the disclosure in the filing; (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 filing; 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). In addition, in the event of additional correspondence on this matter or correspondence on any future matter from the Staff, please include me as an addressee.

 Sincerely,

 /s/ Paul Beldin

 Paul Beldin

 Chief Accounting Officer

Cc:

Lisa R. Cohn

Ernie Freedman

April 24, 2012
                                                                                                  Via E-Mail

Ernest M. Freedman Chief Financial Officer Apartment Investment and Management Company  4582 South Ulster Street Parkway, Suite 1100 Denver, CO  80237
                 Re: Apartment Investment and Management Company
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 23, 2012 File No. 001-13232

Dear Mr. Freedman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith 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 advising us when you will provide the requested response.  If 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 filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2011 filed February 23, 2012

 Investing Activities, page 35

 1. We note your response to comment two and three in our letter dated March 16, 2012.
It appears from your response to comment th ree that capital expenditures presented
within the statements of cash flows as investment activities include capital
replacements . Please explain to us your basis fo r capitalizing these costs given your
response to comment two that capital replacements do not enhance the value,
profitability, or useful life of an asset as compared to its condition at the time you
purchased the asset.

Ernest M. Freedman
Apartment Investment and Management Company
April 23, 2012 Page 2

 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 Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 If you have any questions, you may contact  Jorge L. Bonilla at (202) 551-3414 or
me at (202) 551-3486.

                                                                                     Sincerely,
        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
filename1.htm

Correspondence

 APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 South Ulster Street, Suite 1100

 Denver, Colorado 80237

 March 28, 2012

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:
Daniel L. Gordon

Re:
Apartment Investment and Management Company

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 23, 2012

File No. 001-13232

 Dear Mr. Gordon:

 This letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) addressed
to Ernie Freedman on behalf of Apartment Investment and Management Company (the “Company”) in a letter dated March 16, 2012. The Company’s responses to the Staff’s comments are set forth below.

*    *    *    *    *

Form 10-K for the Fiscal Year Ended December 31, 2011 filed February 23, 2012

Capitalized Costs, page 32

1.
Comment: Please tell us, and disclose as part of your critical accounting policies and significant accounting policies in future filings, the capitalization period
including when the capitalization period begins and ends and how that is determined.

 Response: We commence capitalization
of costs, including certain indirect costs, incurred in connection with our capital addition activities, at the point in time when activities necessary to get properties ready for their intended use are in progress, or in the case of units subject
to redevelopment, when activities necessary to get the units ready for resident occupancy are in progress. This includes when properties or units are undergoing physical construction, as well as when units are held vacant in advance of planned
construction, provided that other activities such as permitting, planning and design are in progress. We cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when
construction has been completed or units are available for occupancy.

 United States Securities and Exchange Commission

March 28, 2012

 Page 2 of 4

 In response to the Staff’s comment, in future filings we will disclose our capitalization period,
including when the capitalization period begins and ends and how that is determined, as presented in the revised disclosure below (new text underlined):

 We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopment and construction projects, other tangible property improvements
and replacements of existing property components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the
property level. Indirect costs are allocations of certain department costs, including payroll, at the area operations and corporate levels that clearly relate to capital additions activities. We also capitalize interest, property taxes and insurance
during periods in which redevelopment and construction projects are in progress. We commence capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, at the point in time when
activities necessary to get properties ready for their intended use are in progress, or in the case of units subject to redevelopment, when activities necessary to get the units ready for resident occupancy are in progress. This includes when
properties or units are undergoing physical construction, as well as when units are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. We cease the capitalization
of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed or units are available for occupancy. We charge to expense as incurred costs that do not relate to
capital additions activities, including ordinary repairs, maintenance, resident turnover costs and general and administrative expenses (see Capital Additions and Related Depreciation in Note 2 to the consolidated financial statements in
Item 8).

 Funds From Operations, Pro forma Funds From Operations and Adjusted Funds From Operations, page 32

2.
Comment: We note your disclosure that computation of AFFO is subject to definitions of capital spending, which are subjective. Please tell us, and disclose in future
filings, how you define capital replacements and how you determine the amount included in the computation of AFFO.

Response: Capital Replacements, which we defined on page 4 of our 10-K, represent the share of additions that are deemed to replace the consumed portion
of acquired capital assets during our ownership period. When we make capital additions at a property, we evaluate whether the additions enhance the value, profitability, or useful life of an asset as compared to its condition at the time we
purchased the asset. We classify as Capital Improvements those capital additions that meet these criteria and we classify as Capital Replacements those that do not. For example, assume a roof has a 20 year life and is 12 years old at the time of
acquisition. When the roof is replaced in 8 years, we would allocate 60% of the cost to Capital Improvements, as the useful life of the roof was extended from its original purchase condition (from 8 years to 20 years), and the remaining 40% would be
classified as Capital Replacements.

 United States Securities and Exchange Commission

March 28, 2012

 Page 3 of 4

 Although there is no consistent definition of AFFO in the industry, we believe most investors and
analysts view AFFO as a measure of FFO, less normalized recurring capital expenditures that are necessary to maintain the quality of a REIT’s underlying properties. We believe our definition of Capital Replacements appropriately measures the
portion of our capital expenditures that are necessary to maintain the quality of our underlying properties and therefore we deduct from FFO amounts spent for Capital Replacements to derive AFFO. The amount of Capital Replacements deducted from FFO
to compute AFFO represents the portion allocable to Aimco common stock holders (i.e. excluding the amounts allocable to noncontrolling interests). In our computation of AFFO, we only deduct from FFO the amount of Capital Replacements allocable to
Aimco common stockholders to be consistent with the basis for calculating other items included in AFFO.

 In response to the Staff’s
comment, in our discussion of AFFO in future filings we will disclose how we define Capital Replacements and how we determine the amount of Capital Replacements we include in the computation of AFFO, as presented in the revised disclosure below (new
text underlined):

 In addition to FFO, we compute Pro forma FFO and Adjusted FFO, or AFFO, which are also non-GAAP financial
measures we believe are helpful to investors in understanding our performance. Pro forma FFO represents FFO attributable to Aimco common stockholders (diluted), excluding preferred equity redemption related amounts (adjusted for noncontrolling
interests). Preferred equity redemption related amounts (gains or losses) are items that periodically affect our operating results and we exclude these items from our calculation of Pro forma FFO because such amounts are not representative of our
operating performance. AFFO represents Pro forma FFO reduced by Capital Replacements (also adjusted for noncontrolling interests), which represents our estimation of the capital additions required to maintain the value of our portfolio during our
ownership period. When we make capital additions at a property, we evaluate whether the additions enhance the value, profitability, or useful life of an asset as compared to its condition at the time we purchased the asset. We classify as Capital
Improvements those capital additions that meet these criteria and we classify as Capital Replacements those that do not.

FFO, Pro forma FFO and AFFO should not be considered alternatives to net income (loss) or net cash flows from operating activities, as
determined in accordance with GAAP, as indications of our performance or as measures of liquidity. Although we use these non-GAAP measures for comparability in assessing our performance against other REITs, not all REITs compute these same measures.
Additionally, computation of AFFO is subject to definitions of capital spending, which are subjective. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other REITs.

 United States Securities and Exchange Commission

March 28, 2012

 Page 4 of 4

 Investing Activities, page 35

3.
Comment: In future filings please expand your disclosure to include additional analysis of your capital expenditures breaking them down between new development,
redevelopment/renovations, and other capital expenditures (i.e. capitalized interest, capitalized payroll, etc.) by year. In addition, please provide a narrative discussion for fluctuations from year to year and expectations for the future. The
total of these capitalized expenditures should reconcile to the capitalized expenditures included in cash flow from investing activities within the consolidated statement of cash flows.

Response: In response to the Staff’s comment, in future filings we will expand our disclosure regarding cash flows from investing activities to
include additional analysis of capital expenditures. Specifically, we will further disaggregate our capital expenditures into the capital spending categories we include in the supplemental financial information that accompanies our quarterly
earnings release. These categories include capital replacements, capital improvements, redevelopment spending and casualty replacements. We will also include in this revised disclosure the amounts of capitalized interest and payroll. We will present
this information by year and we will reconcile this additional detail regarding our capital expenditures to the amounts disclosed in our statements of cash flows. Lastly, we will provide a narrative discussion for fluctuations in these items from
year to year and information regarding expectations for these items in the future.

 As requested by the Staff, the Company
acknowledges that: (a) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (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 filing; 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). In addition, in the event of additional correspondence on this matter or correspondence on
any future matter from the Staff, please include me as an addressee.

Sincerely,

 /s/ Paul Beldin

Paul Beldin

Chief Accounting Officer

Cc:
Lisa R. Cohn

Ernie Freedman

March 16, 2012
                                                                                                  Via E-Mail

Ernest M. Freedman Chief Financial Officer Apartment Investment and Management Company  4582 South Ulster Street Parkway, Suite 1100 Denver, CO  80237
                 Re: Apartment Investment and Management Company
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 23, 2012 File No. 001-13232

Dear Mr. Freedman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith 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 advising us when you will provide the requested response.  If 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 filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2011 filed February 23, 2012

 Capitalized Costs, page 32

 1. Please tell us, and disclose as part of your critical accounting policies and
significant accounting policies in future filings, the capitalization period including when the capitalization period begins and ends and how that is determined.
 Funds From Operations, Pro forma Funds Fr om Operations and Adjusted Funds From
Operations, page 32
 2. We note your disclosure that computation of AFFO is subject to definitions of
capital spending, which are subjective. Please tell us, and disclose in future

Ernest M. Freedman
Apartment Investment and Management Company
March 16, 2012 Page 2

 filings, how you define capital replacem ents and how you determine the amount
included in the computation of AFFO.
 Investing Activities, page 35

 3. In future filings please expand your disclo sure to include additional analysis of
your capital expenditures breaking them  down between new development,
redevelopment/renovations, and other cap ital expenditures (i .e. capitalized
interest, capitalized payroll, etc.) by year .  In addition please provide a narrative
discussion for fluctuations from year to y ear and expectations for the future.  The
total of these capitalized  expenditures should reconcile to the capitalized
expenditures included in cash flow fr om investing activities within the
consolidated statement of cash flows.

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 Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 If you have any questions, you may contact  Jorge L. Bonilla at (202) 551-3414 or
me at (202) 551-3486.

                                                                                     Sincerely,                                                                                                       /s/ Daniel L. Gordon
Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
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CORRESPONDENCE

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP

 300 SOUTH GRAND AVENUE

LOS ANGELES, CALIFORNIA 90071-3144

 ________

 FIRM/AFFILIATE

 OFFICES

 ________

 TEL:  (213) 687-5000

 FAX: (213) 687-5600

 www.skadden.com

 December 19,
2011

 BOSTON

CHICAGO

HOUSTON

 NEW
YORK

 PALO ALTO

 WASHINGTON, D.C.

 WILMINGTON

________

BEIJING

BRUSSELS

FRANKFURT

 HONG
KONG

 LONDON

 MOSCOW

 MUNICH

PARIS

 SÃO
PAULO

 SHANGHAI

 SINGAPORE

 SYDNEY

TOKYO

 VIA EDGAR

 Adam F. Turk, Attorney-Advisor

 Division of Corporation Finance

Securities and Exchange Commission

 100 F.
Street, N.E.

 Washington, D.C. 20549

Re:

 Apartment Investment and Management Company

 AIMCO Properties, L.P.

 Registration Statement on Form S-4

 Filed July 28, 2011

 File No.:
333-175846

 Dear Mr. Turk:

 Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“Aimco OP”) are today filing an amendment to the Registration Statement (File
No. 333-175846) on Form S-4 (the “CPF XVII Form S-4”) referenced above. The CPF XVII Form S-4 relates to the merger of Century Properties Fund XVII, LP.

We hereby confirm, on behalf of Aimco and Aimco OP, that the changes made to the CPF XVII Form S-4 are similar in nature to those that
were previously made by Aimco and Aimco OP in the amendments to three Registration Statements on Form S-4 (File Nos. 333-175843, 333-175848 and 333-175853), filed with the Securities and Exchange Commission on November 15, 2011 (the
“Prior Filings”). The changes made to the CPF XVII Form S-4 (including opinions filed as exhibits) respond to the Staff’s comments in the same manner as the Prior Filings.

*        *        *
  *

 Mr. Adam F. Turk

 Securities and Exchange Commission

 December 19, 2011

Page 2

 If you have any
questions regarding the foregoing, please contact Jonathan Friedman at (213) 687-5396 or the undersigned at (213) 687-5567.

Respectfully yours,

 /s/ Nicolai Schwarz-Gondek

Nicolai Schwarz-Gondek

cc:

John Bezzant, Executive Vice President

         Apartment Investment and Management Company

Trent Johnson, Vice President and Assistant General Counsel

        Apartment Investment and Management Company

CORRESP
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Correspondence

 December 19, 2011

 VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:
Apartment Investment and Management Company

 AIMCO Properties, L.P.

 Registration Statement on Form S-4

 File No. 333-175846

 Dear Sir or Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended (the “Securities Act”), Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“AIMCO Properties” and, together with Aimco, the “Company”) hereby request that the
effectiveness of the above-referenced Registration Statement on Form S-4 be accelerated to Tuesday, December 20, 2011, at 4:00 p.m., Eastern time, or as soon as practicable thereafter. Notwithstanding the Company’s request
for acceleration, the Company may contact the Securities and Exchange Commission (the “Commission”) prior to the requested time of effectiveness to request that the Commission stop effectiveness if circumstances so dictate.

The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

 The Company confirms that it is aware of its responsibilities under the Securities Act as
they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 Please
contact Jonathan Friedman of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5396 if you have any questions concerning this request. Also, please notify Mr. Friedman when this request for acceleration has been granted.

Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

By:

 /s/ Trent A. Johnson

Name:

Trent A. Johnson

Title:

Vice President and Assistant General Counsel

AIMCO PROPERTIES, L.P.

By:

AIMCO-GP, INC.,

Its General Partner

By:

 /s/ Trent A. Johnson

Name:

Trent A. Johnson

Title:

Vice President and Assistant General Counsel

CORRESP
1
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Correspondence

 December 19, 2011

 VIA EDGAR

 Mr. Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 Washington, D.C. 20549

Re:
Apartment Investment and Management Company

AIMCO Properties, L.P.

Registration Statement on Form S-4

File No. 333-175850

 Dear Sir or Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Apartment
Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“AIMCO Properties” and, together with Aimco, the “Company”) hereby request that the effectiveness of the above-referenced Registration Statement on
Form S-4 be accelerated to Tuesday, December 20, 2011, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter. Notwithstanding the Company’s request for acceleration, the Company may contact the Securities and Exchange Commission (the
“Commission”) prior to the requested time of effectiveness to request that the Commission stop effectiveness if circumstances so dictate.

 The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

 The Company confirms that it is aware of its responsibilities under the Securities Act as
they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 Please
contact Jon Breviu of Alston & Bird LLP at (404) 881-4422 if you have any questions concerning this request. Also, please notify Mr. Breviu when this request for acceleration has been granted.

Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

By:

/s/ Trent A. Johnson

Name:

Trent A. Johnson

Title:

Vice President and

Assistant General Counsel

AIMCO PROPERTIES, L.P.

By:

AIMCO-GP, INC.,

Its General Partner

By:

 /s/ Trent A. Johnson

Name:

Trent A. Johnson

Title:

Vice President and

Assistant General Counsel

 [Acceleration Request – CPF XV ]

CORRESP
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Correspondence

 December 19, 2011

 VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:
Apartment Investment and Management Company

AIMCO Properties, L.P.

Registration Statement on Form S-4

File No. 333-175847

 Dear Sir or Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Apartment
Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“AIMCO Properties” and, together with Aimco, the “Company”) hereby request that the effectiveness of the above-referenced Registration Statement on
Form S-4 be accelerated to Tuesday, December 20, 2011, at 4:00 p.m., Eastern time, or as soon as practicable thereafter. Notwithstanding the Company’s request for acceleration, the Company may contact the Securities and Exchange Commission (the
“Commission”) prior to the requested time of effectiveness to request that the Commission stop effectiveness if circumstances so dictate.

 The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

 The Company confirms that it is aware of its responsibilities under the Securities Act as
they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 Please
contact Robert Mintz of Hogan Lovells US LLP at (303) 899-7399 if you have any questions concerning this request. Also, please notify Mr. Mintz when this request for acceleration has been granted.

Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

By:

  /s/ Trent A. Johnson

Name: Trent A. Johnson

 Title:   Vice President and

             Assistant General Counsel

AIMCO PROPERTIES, L.P.

 By:

AIMCO-GP, INC.,

Its General Partner

By:

  /s/ Trent A. Johnson

Name: Trent A. Johnson

Title:   Vice President and

            Assistant General Counsel

 2

CORRESP
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corresp

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

    Paul J. Nozick

    Direct Dial: 404-881-7451

    Email: paul.nozick@alston.com

December 19, 2011

VIA EDGAR

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

AIMCO Properties, L.P.

Registration Statement on Form S-4

Filed July 28, 2011

File No.: 333-175850

Dear Mr. Turk:

     Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P.
(“Aimco OP”) are today filing an amendment to the Registration Statement (File
No. 333-175850) on Form S-4 (the “CPF XV Form S-4”) referenced above. The CPF XV Form S-4
relates to the merger of Century Properties Fund XV, LP.

     We hereby confirm, on behalf of Aimco and Aimco OP, that the changes made to the CPF XV Form
S-4 are similar in nature to those that were previously made by Aimco and Aimco OP in the
amendments to three Registration Statements on Form S-4 (File Nos. 333-175843, 333-175848 and
333-175853), filed with the Securities and Exchange Commission on November 15, 2011 (the “Prior
Filings”). The changes made to the CPF XV Form S-4 (including opinions filed as exhibits)
respond to the Staff’s comments in the same manner as the Prior Filings.

* * * *

     If you have any questions regarding the foregoing, please contact the undersigned at (404)
881-7451.

Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

December 19, 2011

Page 2

Respectfully yours,

/s/ Paul J. Nozick

Paul J. Nozick

    cc:

    John Bezzant, Executive Vice President

  Apartment Investment and Management Company

Trent Johnson, Vice President and Assistant General Counsel

  Apartment Investment and Management Company

CORRESP
1
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corresp

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com

     December 19, 2011

VIA EDGAR

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

    AIMCO Properties, L.P.

    Registration Statement on Form S-4

    Filed July 28, 2011

    File No.: 333-175847

Dear Mr. Turk:

          Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P.
(“Aimco OP”) are today filing an amendment to the Registration Statement (File No.
333-175847) on Form S-4 (the “NPI 4 Form S-4”) referenced above. The NPI 4 Form S-4
relates to the merger of National Property Investors 4.

          We hereby confirm, on behalf of Aimco and Aimco OP, that the changes made to the NPI 4 Form
S-4 are similar in nature to those that were previously made by Aimco and Aimco OP in the
amendments to three Registration Statements on Form S-4 (File Nos. 333-175843, 333-175848 and
333-175853), filed with the Securities and Exchange Commission on November 15, 2011 (the “Prior
Filings”). The changes made to the NPI 4 Form S-4 (including opinions filed as exhibits)
respond to the Staff’s comments in the same manner as the Prior Filings.

* * * *

          If you have any questions regarding the foregoing, please contact Robert Mintz at (303)
899-7399.

Mr. Adem F. Trunk

Securities and Exchange Commission

December 19,2011

Page 2

Respectfully yours,

/s/ Robert Mintz

Robert Mintz

    cc:

    John Bezzant, Executive Vice President

     Apartment Investment and Management Company

Trent Johnson, Vice President and Assistant General Counsel

      Apartment Investment and Management Company

CORRESP
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Acceleration Request

 November 18, 2011

 VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:
Apartment Investment and Management Company

 AIMCO Properties, L.P.

 Registration Statement on Form S-4

 File No. 333-175842

 Dear Sir or Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended (the “Securities Act”), Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“AIMCO Properties” and, together with Aimco, the “Company”) hereby request that the
effectiveness of the above-referenced Registration Statement on Form S-4 be accelerated to Monday, November 21, 2011, at 4:00 p.m., Eastern time, or as soon as practicable thereafter. Notwithstanding the Company’s request for acceleration, the
Company may contact the Securities and Exchange Commission (the “Commission”) prior to the requested time of effectiveness to request that the Commission stop effectiveness if circumstances so dictate.

The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

 The Company confirms that it is aware of its responsibilities under the Securities Act as
they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 Please
contact Robert Mintz of Hogan Lovells US LLP at (303) 899-7399 if you have any questions concerning this request. Also, please notify Mr. Mintz when this request for acceleration has been granted.

 Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

By:

/s/ Trent A. Johnson

 Name: Trent A. Johnson

Title:   Vice President and

            Assistant General Counsel

AIMCO PROPERTIES, L.P.

By:

AIMCO-GP, INC.,

Its General Partner

      By:

/s/ Trent A. Johnson

 Name: Trent A. Johnson

Title:   Vice President and

            Assistant General Counsel

 2

CORRESP
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Acceleration Request

 November 18, 2011

 VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:
Apartment Investment and Management Company

AIMCO Properties, L.P.

Registration Statements on Form S-4

File No. 333-175843

File No. 333-175848

File No. 333-175853

 Dear Sir or
Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“AIMCO Properties” and, together with Aimco, the “Company”) hereby request that the effectiveness of the above-referenced Registration
Statements on Form S-4 be accelerated to Monday, November 21, 2011, at 4:00 p.m., Eastern time, or as soon as practicable thereafter. Notwithstanding the Company’s request for acceleration, the Company may contact the Securities and
Exchange Commission (the “Commission”) prior to the requested time of effectiveness to request that the Commission stop effectiveness if circumstances so dictate.

 The Company acknowledges that:

•

 should the Commission or the staff, acting pursuant 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 relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filings; and

•

 the Company may not assert staff comments and 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.

 The Company confirms that it is aware of its
responsibilities under the Securities Act as they relate to the proposed offering of the securities specified in the above-referenced Registration Statements.

 Please contact Jonathan Friedman of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5396 if you have any questions concerning this request. Also, please notify Mr. Friedman when
this request for acceleration has been granted.

Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

By:

 /s/ Trent A. Johnson

Name:

Trent A. Johnson

Title:

Vice President and Assistant General Counsel

AIMCO PROPERTIES, L.P.

By:

AIMCO-GP, INC.,

Its General Partner

By:

 /s/ Trent A. Johnson

Name:

Trent A. Johnson

Title:

Vice President and Assistant General Counsel

 2

CORRESP
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corresp

Skadden, Arps,
Slate, Meagher & Flom llp

300 SOUTH GRAND AVENUE

LOS ANGELES, CALIFORNIA 90071-3144

TEL: (213) 687-5000

FAX: (213) 687-5600

www.skadden.com

FIRM/AFFILIATE

OFFICES

BOSTON

CHICAGO

HOUSTON

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

November 3, 2011

VIA EDGAR

Tom Kluck, Legal Branch Chief

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

              Re:

    Apartment Investment & Management Co.

    AIMCO Properties, L.P.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed September 2, 2011

    File No.:
333-175848

Gentlemen:

               On behalf of Apartment Investment and Management Company (“Aimco”) and AIMCO
Properties, L.P. (“Aimco OP”), we are submitting this letter in response to your letter to
John Bezzant, dated September 14, 2011, regarding the Registration Statement on Form S-4 (the
“Form S-4”) referenced above. For your convenience, your comments are set forth below,
followed by our responses.

Exhibit 8.2

    1.

    We note that your tax opinion states that the information under the caption “Material United
States Federal Income Tax Considerations” 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 counsel 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.

Messrs. Tom Kluck and Adam F. Turk

Securities and Exchange Commission

November 3, 2011

Page 2

          Response: The tax opinion has been revised as requested so as to opine upon the
material tax consequences of the merger. Further, an additional tax opinion regarding Aimco OP’s
status as a partnership for U.S. federal income tax purposes has been filed with the Form S-4 as requested.

    2.

    We note that counsel has limited the use of the tax opinion to the addressee and has stated
that it may not be relied upon by anyone else without 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 investors may not rely upon the opinion.

          Response: The tax opinion has been revised as requested.

*          *          *          *

               If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213)
687-5396 or the undersigned at (213) 687-5567.

     Respectfully yours,

/s/
Nicolai Schwarz-Gondek

    Nicolai Schwarz-Gondek

    cc:

    John Bezzant, Executive Vice President

     Apartment Investment and Management Company

Trent Johnson, Vice President and Assistant General Counsel

     Apartment Investment and Management Company

Paul Nozick, Esq.

     Alston & Bird LLP

Robert Mintz, Esq.

     Hogan Lovells US LLP

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

CORRESP
1
filename1.htm

corresp

Skadden, Arps, Slate, Meagher & Flom llp

300 SOUTH GRAND AVENUE

LOS ANGELES, CALIFORNIA 90071-3144

TEL: (213) 687-5000

FAX: (213) 687-5600

www.skadden.com

September 2, 2011

FIRM/AFFILIATE

OFFICES

BOSTON

CHICAGO

HOUSTON

NEW YORK

PALO ALTO

SAN FRANCISCO

WASHINGTON, D.C.

WILMINGTON

BEIJING

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FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

VIA EDGAR

Tom Kluck, Legal Branch Chief

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Apartment Investment & Management Co.

AIMCO Properties, L.P.

Registration Statements on Form S-4

Filed July 28, 2011

File Nos.: 333-175842; 333-175843; 333-175844; 333-175846; 333-175847; 333-175848; 333-175849; 333-175850; 333-175851; 333-175853

    Angeles Income Properties, Ltd. 6

Schedule 13E-3

Filed July 28, 2011

File No. 005-54489

    Consolidated Capital Institutional Properties 3

Schedule 13E-3

Filed July 28, 2011

File No. 005-47007

    National Property Investors 6

Schedule 13E-3

Filed July 28, 2011

File No. 005-47887

Tom Kluck and Adam F. Turk

Securities and Exchange Commission

September 2, 2011

Page 2

    Century Properties Fund XVII

Schedule 13E-3

Filed July 28, 2011

File No. 005-44273

    National Property Investors 4

Schedule 13E-3

Filed July 28, 2011

File No. 005-47883

    Angeles Partners XII

Schedule 13E-3

Filed July 28, 2011

File No. 005-50745

    Century Properties Fund XIX

Schedule 13E-3

Filed July 28, 2011

File No. 005-43357

    Century Properties Fund XV

Schedule 13E-3

Filed July 28, 2011

File No. 005-44269

    Consolidated Capital Institutional Properties 2

Schedule 13E-3

Filed July 28, 2011

File No. 005-51797

    Consolidated Capital Properties IV

Schedule 13E-3

Filed July 28, 2011

File No. 005-50849

Gentlemen:

               On behalf of Apartment Investment and Management Company (“Aimco”) and AIMCO
Properties, L.P. (“Aimco OP”), we are submitting this letter in response to your letter to
John Bezzant, dated August 19, 2011, regarding the Registration Statements on Form S-4 (each, a
“Form S-4”) and the Schedule 13E-3s (each, a “Schedule 13E-3”) referenced above.
Aimco and Aimco OP are today filing amendments to the Form S-4 (File No. 333-175848) and Schedule
13E-3 (File No. 005-50745) relating to the merger of Angeles Partners XII, LP (“AP XII”).
If the changes reflected in these amendments

Tom Kluck and Adam F. Turk

Securities and Exchange Commission

September 2, 2011

Page 3

adequately address all of your comments, Aimco and Aimco OP will make corresponding changes to the
other Form S-4s and Schedule 13E-3s. For your convenience, your comments are set forth below,
followed by our responses.

Schedule 13E-3 — Introduction

    1.

    We note the disclosure in the last paragraph of this section indicating that “[t]he
information contained in this Schedule 13E-3 and/or the [Consent Solicitation] [Information
Statement]/Prospectus concerning each filing person other than the Company was supplied by
each such filing person, and no other filing person, including the Company, takes
responsibility for the accuracy of any information not supplied by such filing person.” This
statement is inconsistent with the disclosures in the filing, including the signature pages,
and operates as an implied disclaimer of responsibility for the filing. Please revise.

          Response: We have revised the Schedule 13E-3 for AP XII to delete the
above-referenced disclosure in the last paragraph of the Introduction.

Form S-4 —General

    2.

    Please revise the legend on the front cover page of the prospectus to conform to the
requirements of Exchange Act Rule 13e-3(e)(iii).

          Response: We have revised the legend on the front cover page of the AP XII Form S-4
as requested.

    3.

    Please confirm that you have included all applicable disclosure required by Items 901 through
915 of Regulation S-K. Alternatively, please tell us which exemption you are relying upon
under Item 901(c).

          Response: We hereby confirm, on behalf of Aimco and Aimco OP, that the AP XII Form
S-4 includes all applicable disclosure required by Items 901 through 915 of Regulation S-K.

    4.

    Please update the financial information, as needed, in accordance with Regulation S-X.

          Response: We have updated the financial information in the AP XII Form S-4 as
requested.

Form S-4 —Opinion of Financial Advisor

    5.

    We note the disclosure in this section indicating that Duff & Phelps’ procedures,
investigations, and financial analysis with respect to the preparation of its opinion included
its review of financial projections of the subject company provided to Duff

Tom Kluck and Adam F. Turk

Securities and Exchange Commission

September 2, 2011

Page 4

    & Phelps by the
management of Aimco OP. Please disclose such projections. Please
also disclose (i) the approximate date on which such financial projections were last updated
by management and (ii) the key business and economic assumptions underlying such financial
projections.

    Response: We have revised the disclosure in the AP XII Form S-4 as requested.

    6.

    Any materials prepared by the financial advisor in connection with its fairness opinion or by
the independent appraiser in connection with its appraisal, including any “board books” or
draft fairness opinions or appraisals provided or any summaries of presentations made to the
board of directors of Aimco and the general partners of Aimco OP and the subject company, and
any materials prepared by the fairness advisor relating to the consideration to be offered to
security holders, generally fall within the scope of Item 1015 of Regulation M-A and must be
summarized in the disclosure document and (if written) filed as an exhibit to the Schedule
13E-3. In addition, each presentation, discussion, or report held with or presented by the
fairness advisor or the independent appraiser, whether oral or written,
preliminary or final, is a separate report that requires a reasonably detailed
description meeting the requirements of Item 1015 of Regulation M-A. To the extent applicable
and not already disclosed or filed, please revise to summarize all the presentations made by
the fairness advisor and independent appraiser and file any additional written reports as
exhibits pursuant to Items 9 and 16 of Schedule 13E-3.

          Response: Neither Duff & Phelps, LLC (“Duff & Phelps”), which has provided
the fairness opinions, nor Cogent Realty Advisors, LLC or KTR Real Estate Advisors LLC, the
independent valuation firms, made any oral presentation or report. Duff & Phelps did prepare a
draft of a board presentation summarizing the analysis it undertook in connection with the
preparation of its fairness opinions. Aimco and Aimco OP have included these materials as an
exhibit to the Schedule 13E-3 for AP XII. A summary of the fairness analysis is already included
in each Form S-4. No other presentations were made, and no other reports were presented, by either
Duff & Phelps or the independent valuation firms that would require additional disclosure in the
Form S-4s or would need to be filed as exhibits to the Schedule 13E-3s.

Form S-4 — Other Matters

    7.

    We note that the description in the prospectus regarding the material relationships between
(i) Duff & Phelps and its affiliates and (ii) AIMCO, the subject company and its affiliates
does not provide a quantitative description of the fees paid or to be paid to Duff & Phelps
and its affiliates. Please revise the prospectus to provide such disclosure. Please ensure
that such disclosure also includes the fees paid or to be paid to Duff & Phelps and its
affiliates in connection with services rendered

Tom Kluck and Adam F. Turk

Securities and Exchange Commission

September 2, 2011

Page 5

    to each of the 9 other AIMCO subsidiaries that
have filed Schedules 13E-3 on or about July 28, 2011. Refer to Item 1015(b)(4) of Regulation
M-A.

    Response: We have revised the disclosure in the AP XII Form S-4 as requested.

    8.

    Similarly, please provide in the appropriate section of the prospectus the disclosure
required by Item 1015(b)(4) with respect to the independent appraiser.

    Response: We have revised the disclosure in the AP XII Form S-4 as requested.

    9.

    We note your disclosure that Aimco and the Aimco entities as well as unitholders receiving OP
units in the merger transactions are not expected to recognize any gain or loss on the
transaction. Please file additional tax opinions regarding the tax treatment of the
transaction as well as Aimco Properties, L.P.’s status as a limited partnership. Note that
Item 601(b)(8) of Regulation S-K requires tax opinions to be filed where tax consequences are
material to investors and where a representation as to tax consequences is set forth within
the filing.

          Response: An additional tax opinion has been filed with the AP XII Form S-4 as
requested.

* * * *

Tom Kluck and Adam F. Turk

Securities and Exchange Commission

September 2, 2011

Page 6

               If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213)
687-5396 or the undersigned at (213) 687-5567.

    Respectfully yours,

    /s/ Nicolai Schwarz-Gondek

    Nicolai Schwarz-Gondek

    cc:

    John Bezzant, Executive Vice President

  Apartment Investment and Management Company

Trent Johnson, Vice President and Assistant General Counsel

  Apartment Investment and Management Company

Paul Nozick, Esq.

  Alston & Bird LLP

Robert Mintz, Esq.

  Hogan Lovells US LLP

August 19, 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.  Registration Statements on Form S-4 Filed July 28, 2011 File Nos.: 333-175842; 333-175843; 333-175844; 333-175846; 333-175847;
333-175848; 333-175849; 333-175850; 333-175851; 333-175853

Angeles Income Properties, Ltd. 6
 Schedule 13E-3  Filed July 28, 2011  File No. 005-54489

Consolidated Capital Institutional Properties 3 Schedule 13E-3
 Filed July 28, 2011
File No. 005-47007
     National Property Investors 6
Schedule 13E-3
 Filed July 28, 2011  File No. 005-47887

Century Properties Fund XVII Schedule 13E-3
 Filed July 28, 2011  File No. 005-44273

National Property Investors 4
Schedule 13E-3
 Filed July 28, 2011  File No. 005-47883

John Bezzant
Apartment Investment and Management Company  August 19, 2010 Page 2
 Angeles Partners XII
Schedule 13E-3
 Filed July 28, 2011  File No. 005-50745

Century Properties Fund XIX
Schedule 13E-3
 Filed July 28, 2011  File No. 005-43357

Century Properties Fund XV
Schedule 13E-3
 Filed July 28, 2011  File No. 005-44269

  Consolidated Capital Institutional Properties 2
Schedule 13E-3
 Filed July 28, 2011  File No. 005-51797

Consolidated Capital Properties IV
Schedule 13E-3
 Filed July 28, 2011  File No. 005-50849

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.

John Bezzant
Apartment Investment and Management Company  August 19, 2010 Page 3
 Schedule 13E-3

Introduction
1. We note the disclosure in th e last paragraph of this s ection indicating that “[t]he
information contained in this Sc hedule 13E-3 and/or the [Consent
Solicitation][Information Statement]/Prospectus  concerning each fili ng person other than
the Company was supplied by each such f iling person, and no other filing person,
including the Company, takes responsibility  for the accuracy of any information not
supplied by such filing person.”  This statement is inconsistent with the disclosures in the
filing, including the signature pages, and operates as an implied disclaimer of
responsibility for the filing.  Please revise.
Form S-4
General
2. Please revise the legend on the front cover page of the pros pectus to conform to the
requirements of Exchange Act Rule 13e-3(e)(iii).
3. Please confirm that you have included all ap plicable disclosure required by Items 901
through 915 of Regulation S-K.  Alternativ ely, please tell us which exemption you are
relying upon under Item 901(c).
4. Please update the financial information, as n eeded, in accordance with Regulation S-X.
Opinion of Financial Advisor
5. We note the disclosure in this section indicating that Duff & Phelps’ procedures,
investigations, and financial analysis with respect to th e preparation of its opinion
included its review of financial projections  of the subject company provided to Duff &
Phelps by the management of Aimco OP.  Pleas e disclose such projections.  Please also
disclose (i) the approximate date on which su ch financial projections were last updated
by management and (ii) the key business and economic assumptions underlying such
financial projections.
6. Any materials prepared by the fi nancial advisor in connection with its fairness opinion or
by the independent appraiser in connection wi th its appraisal, including any “board
books” or draft fairness opinions or appr aisals provided or any summaries of
presentations made to the board of directors of Aimco and the general partners of Aimco
OP and the subject company, and any material s prepared by the fair ness advisor relating
to the consideration to be offered to securi ty holders, generally fall within the scope of
Item 1015 of Regulation M-A and must be su mmarized in the disclosure document and
(if written) filed as an exhibit to the Sc hedule 13E-3.  In addition, each presentation,
discussion, or report held with or presente d by the fairness adviso r or the independent

John Bezzant
Apartment Investment and Management Company  August 19, 2010 Page 4
 appraiser, whether oral or written
, preliminary or final , is a separate repo rt that requires a
reasonably detailed description meeting the requirements of Item  1015 of Regulation M-
A.  To the extent applicable and not already disclosed or filed, please revise to summarize
all the presentations made by the fairness advi sor and independent a ppraiser and file any
additional written reports as exhibits pur suant to Items 9 and 16 of Schedule 13E-3.
Other Matters
7. We note that the description in the prosp ectus regarding the ma terial relationships
between (i) Duff & Phelps and its affiliates and (ii) AIMCO, the subject company and its
affiliates does not provide a quantitative descripti on of the fees paid or to be paid to Duff
& Phelps and its affiliates.  Please revise th e prospectus to provide such disclosure.
Please ensure that such disclosure also include s the fees paid or to be paid to Duff &
Phelps and its affiliates in connection with services rendered to each of the 9 other
AIMCO subsidiaries that have filed Schedul es 13E-3 on or about July 28, 2011.  Refer to
Item 1015(b)(4) of Regulation M-A.
8. Similarly, please provide in the appropriate section of the prosp ectus the disclosure
required by Item 1015(b)(4) with respect  to the independent appraiser.
Exhibits
9. We note your disclosure that Aimco and th e Aimco entities as well as unitholders
receiving OP units in the merger transactions  are not expected to recognize any gain or
loss on the transaction.  Please file additional tax opinions regarding the tax treatment of
the transaction as well as Aimco Properties, L. P.’s status as a limited partnership.  Note
that Item 601(b)(8) of Regulation S-K requi res tax opinions to be filed where tax
consequences are material to investors and wh ere a representation as to tax consequences
is set forth within the filing.

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;

John Bezzant
Apartment Investment and Management Company  August 19, 2010 Page 5
  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.

Please contact Adam F. Turk, Attorney-Adviso r, at (202) 551-3657 or me at (202) 551-
3233 with any questions.  If you require furthe r assistance, you may contact Perry Hindin,
Special Counsel in the Office of Merger s and Acquisitions at  (202) 551-3444.

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

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

April 19, 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 completed our review of your Fo rm 10-K and related filings and do not, at
this time, have any further comments.
Sincerely,    p.p. Cicely LaMothe
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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.

1

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.

2

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.

3

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.

4

United States Securities and Exchange Commission

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.

5

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

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

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[Apartment Investment and Management Company Letterhead]

December 9, 2010

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

Aimco Properties, L.P.

Registration Statements on Form S-4

File No. 333-169872

File No. 333-169873

File No. 333-169870

File No. 333-169353

Dear Sir or Madam:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Apartment Investment and Management Company (“Aimco”) and Aimco Properties, L.P. (“Aimco
Properties”, and, together with Aimco, the “Company”) hereby requests that the effective date of
the above-referenced Registration Statements on Form S-4 be accelerated so that the Registration
Statements may become effective as soon as practicable on Monday,
December 13, 2010.  This acceleration request supplants the
previous acceleration request made pursuant to the Company's letter
dated December 8, 2010.
Notwithstanding the Company's request for acceleration, the Company may contact the Securities and Exchange
Commission (the “Commission”) prior to the requested time of effectiveness to request that the
Commission stop effectiveness if circumstances so dictate.

     The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant 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 relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filings; and

    •

    the Company may not assert the declaration of the effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

     The Company confirms that it is aware of its responsibilities under the Securities Act as they
relate to the proposed offering of the securities specified in the above-referenced Registration
Statements.

     We request that we be notified of such effectiveness by a telephone call to Jonathan Friedman
of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5396 and that such effectiveness also be
confirmed in writing.

    Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

    By:
    /s/ Derek S. McCandless

    Name:
    Derek S. McCandless

    Title:
    Senior Vice President and
Assistant General Counsel

2

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December 9, 2010

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

    Aimco Properties, L.P.

    Registration Statements on Form S-4

    File No. 333-169869

    File No. 333-169871

Dear Sir or Madam:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Apartment Investment and Management Company (“Aimco”) and Aimco Properties, L.P. (“Aimco
Properties”, and, together with Aimco, the “Company”) hereby requests that the effective date of
the above-referenced Registration Statements on Form S-4 be accelerated so that the Registration
Statements may become effective as soon as practicable on Monday,
December 13, 2010.
This acceleration request supplants the previous acceleration request made pursuant to the Company’s letter dated December 8, 2010. Notwithstanding the Company’s request for acceleration, the Company may contact the Securities and Exchange
Commission (the “Commission”) prior to the requested time of effectiveness to request that the
Commission stop effectiveness if circumstances so dictate.

     The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant 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 relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filings; and

    •

    the Company may not assert the declaration of the effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

     The Company confirms that it is aware of its responsibilities under the Securities Act
as they relate to the proposed offering of the securities specified in the above-referenced
Registration Statements.

     We request that we be notified of such effectiveness by a telephone call to Paul Nozick of
Alston & Bird LLP at (404) 881-7451 and that such effectiveness also be confirmed in writing.

    Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

    By:

    Name:
    Derek S. McCandless

    Title:
    Senior Vice President and Assistant General Counsel

2

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[Apartment Investment and Management Company Letterhead]

December 8, 2010

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

Aimco Properties, L.P.

Registration Statements on Form S-4

File No. 333-169872

File No. 333-169873

File No. 333-169870

File No. 333-169353

Dear Sir or Madam:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Apartment Investment and Management Company (“Aimco”) and Aimco Properties, L.P. (“Aimco
Properties”, and, together with Aimco, the “Company”) hereby requests that the effective date of
the above-referenced Registration Statements on Form S-4 be accelerated so that the Registration
Statements may become effective as soon as practicable on Friday, December 10, 2010.
Notwithstanding this request for acceleration, the Company may contact the Securities and Exchange
Commission (the “Commission”) prior to the requested time of effectiveness to request that the
Commission stop effectiveness if circumstances so dictate.

     The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant 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 relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filings; and

    •

    the Company may not assert the declaration of the effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

     The Company confirms that it is aware of its responsibilities under the Securities Act as they
relate to the proposed offering of the securities specified in the above-referenced Registration
Statements.

     We request that we be notified of such effectiveness by a telephone call to Jonathan Friedman
of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5396 and that such effectiveness also be
confirmed in writing.

    Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

    By:
    /s/ Derek S. McCandless

    Name:
    Derek S. McCandless

    Title:
    Senior Vice President and
Assistant General Counsel

2

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December 8, 2010

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

    Aimco Properties, L.P.

    Registration Statements on Form S-4

    File No. 333-169869

    File No. 333-169871

Dear Sir or Madam:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Apartment Investment and Management Company (“Aimco”) and Aimco Properties, L.P. (“Aimco
Properties”, and, together with Aimco, the “Company”) hereby requests that the effective date of
the above-referenced Registration Statements on Form S-4 be accelerated so that the Registration
Statements may become effective as soon as practicable on Friday,
December 10, 2010.
Notwithstanding this request for acceleration, the Company may contact the Securities and Exchange
Commission (the “Commission”) prior to the requested time of effectiveness to request that the
Commission stop effectiveness if circumstances so dictate.

     The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant 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 relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filings; and

    •

    the Company may not assert the declaration of the effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

     The Company confirms that it is aware of its responsibilities under the Securities Act
as they relate to the proposed offering of the securities specified in the above-referenced
Registration Statements.

     We request that we be notified of such effectiveness by a telephone call to Paul Nozick of
Alston & Bird LLP at (404) 881-7451 and that such effectiveness also be confirmed in writing.

    Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

    By:

    Name:
    Derek S. McCandless

    Title:
    Senior Vice President and Assistant General Counsel

2

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[SASMF Letterhead]

November
19, 2010

VIA
EDGAR

Tom Kluck

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:

    U.S. Realty Partners Limited Partnership

National Property Investors III

Shelter Properties II

Schedules 13E-3, as amended

Filed on October 12, 2010 and October 28, 2010

File Nos. 005-55083, 005-47881, 005-44517

Apartment Investment and Management Company

AIMCO Properties, L.P.

Registration Statements on Form S-4, as amended

Filed on October 12, 2010 and October 28, 2010

Files Nos. 333-169870, 333-169872, 333-169873

Dear Mr. Kluck:

          On behalf of Apartment Investment and Management Company, a Maryland corporation (the
“Company” or “Aimco”), we are submitting this letter in response to your letter to John Bezzant,
dated November 5, 2010, regarding: (i) Schedules 13E-3, as amended, file Nos. 005-55083, 005-47881
and 005-44517, filed with the Securities and Exchange Commission (the “Commission”) on October 12,
2010 and October 28, 2010 (collectively, the “Schedule 13E-3”); and (iv) the Company’s Registration
Statements, as amended, on Form S-4, file Nos. 333-169870, 333-169872 and 333-169873, filed with
the Commission on October 25, 2010 and October 28, 2010 (collectively, the “Form S-4”).

          For your convenience, your comments are set forth below, followed by the Company’s responses.

    1.

    We note that Items 7, 8 and 9 of each of the above Schedules 13E-3 incorporate by reference
sections of the respective information statement/prospectus that are not located in the
Special Factors section. Please revise each registration statement so that all disclosure
responsive to Items 7, 8 and 9 of Schedule 13E-3 is included in the Special Factors section of
the respective prospectus. See Exchange Act Rule 13e-3(e)(1)(ii).

          Response: We have revised the Schedules 13E-3 as requested.

    2.

    We have reviewed your response to comment 1 in our letter dated October 5, 2010. Please note
that in order to calculate whether condition I.B.1. of the Instructions to Form S-3 has been
met, your equity must be traded on a public market, such as an exchange. Refer to Securities
Act Forms C&DI Question 116.08 available on our website at
http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. While we note that Apartment
Investment and Management Company shares are traded on the New York Stock Exchange, it does
not appear that the shares of AIMCO Properties, L.P. are listed on a public market. Please
provide an analysis of another way AIMCO Properties, L.P. meets the eligibility requirements
of Form S-3. In the alternative, please revise your Form S-4 to remove the information
required under Items 10 and 11 for AIMCO Properties, L.P. that was incorporated by reference
and provide the required disclosure on Form S-4 for AIMCO.

          Response: We have revised the Form S-4 to remove the information required under Items
10 and 11 for Aimco Properties, L.P. that was incorporated by reference and have provided the
required disclosure.

    3.

    The summaries of the revolving credit facility do not include a discussion of the collateral.
Please revise or advise. Please see Item 1007(d)(1) of Regulation M-A.

          Response: We have revised the disclosure as requested.

               In connection with our response to your letter, the Reporting Persons acknowledge the
following:

    •

    the Reporting Persons are 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 Reporting Persons 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 any questions regarding the foregoing, please contact Jonathan Friedman at (213)
687-5396 or the undersigned at (213) 687-5618.

Respectfully yours,

/s/ Michael Moulton

Michael Moulton

    cc:

    John Bezzant

Derek McCandless

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[SASMF Letterhead]

November
19, 2010

VIA EDGAR

Tom Kluck

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:

    Consolidated Capital Institutional Properties, LP

    Amendment No. 1 to Schedule 13E-3

    Filed on October 25, 2010

    File No. 005-47009

    AIMCO Properties, L.P.

    Amendments No. 1 and 2 to Form S-4

    Filed on October 25, 2010 and October 28, 2010

    File No. 333-169353-01

Dear Mr. Kluck:

     On behalf of Apartment Investment and Management Company, a Maryland corporation (the
“Company” or “Aimco”), we are submitting this letter in response to your letter to John Bezzant,
dated November 5, 2010, regarding (i) Amendment No. 1 to Schedule 13E-3, file No. 005-47009 (the
“Schedule 13E-3”), filed with the Securities and Exchange Commission (the “Commission”) on October
25, 2010, by Consolidated Capital Institutional Properties, LP, AIMCO Properties, L.P. (“Aimco
OP”), AIMCO-GP, Inc., Aimco, AIMCO IPLP, L.P., AIMCO/IPT, Inc., Cooper River Properties, L.L.C.,
Reedy River Properties, L.L.C. and AIMCO CCIP Merger Sub LLC, and (ii) Amendments No. 1 and 2 to
Aimco OP’s Registration Statement on Form S-4, file No. 333-169353-01, filed with the Commission on
October 25, 2010 and October 28, 2010 (the “Form S-4”).

     For your convenience, your comments are set forth below, followed by the Company’s responses.
References to page numbers correspond to the page numbers in the Form S-4.

    1.

    We reissue prior comment 5; certain disclosure responsive to Items 7, 8, and 9 of Schedule
13E-3 is still incorporated by reference from sections other than the “Special Factors”
section of the prospectus. Please revise the S-4 so that all disclosure responsive to Items
7, 8, and 9 of Schedule 13E-3 is included in the Special Factors section of the prospectus.
See Exchange Act Rule 13e-3(e)(1)(ii).

    Response: We have revised the Schedule 13E-3 as requested.

    2.

    We have reviewed your response to comment 1 in our letter dated October 5, 2010. Please note
that in order to calculate whether condition I.B.1. of the Instructions to Form S-3 has been
met, your equity must be traded on a public market, such as an exchange. Refer to Securities
Act Forms C&DI Question 116.08 available on our website at
http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. While we note that Apartment
Investment and Management Company shares are traded on the New York Stock Exchange, it does
not appear that the shares of AIMCO Properties, L.P. are listed on a public market. Please
provide an analysis of another way AIMCO Properties, L.P. meets the eligibility requirements
of Form S-3. In the alternative, please revise your Form S-4 to remove the information
required under Items 10 and 11 for AIMCO Properties, L.P. that was incorporated by reference
and provide the required disclosure on Form S-4 for AIMCO.

     Response: We have revised the Form S-4 to remove the information required under Items
10 and 11 for Aimco OP that was incorporated by reference and have provided the required
disclosure.

    3.

    We reissue prior comment 19; please include disclosure following the bullet points explaining
why you determined that the benefits of the proposed merger outweighed the costs and risks.
See Item 1014(b) of Regulation M-A.

    Response: We have revised the disclosure as requested.

    4.

    Please update the financial statements included in the proxy statement/prospectus to reflect
the financial results for the third quarter.

    Response: We have revised the disclosure as requested.

    5.

    We note your revised disclosure in response to prior comment 27. Please summarize the
collateral securing Aimco OP’s Amended and Restated Senior Secured Credit Agreement. Sec Item
1007(d)(1) of Regulation M-A.

    Response: We have revised the disclosure as requested.

    6.

    We reissue prior comment 29.

    Response: We have revised the disclosure as requested.

     If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213)
687-5396 or the undersigned at (213) 687-5618.

Respectfully yours,

/s/ Michael Moulton

Michael Moulton

    cc:

    John Bezzant

    Derek McCandless

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Alston&Bird llp

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax:404-881-7777

www.alston.com

November 19, 2010

VIA FACSIMILE AND EDGAR

Mr. Tom Kluck, Branch Chief

Mr. Adam Turk, Attorney-Advisor

United States Securities and Exchange Commission

Washington, D.C. 20549-3628

    Re:

    Fox Strategic Housing Income Partners

    Shelter Properties IV Limited Partnership

    Schedules 13E-3, as amended

    Filed on October 12 and 28, 2010

    File No. 005-51487 and 005-44521

    Apartment Investment and Management Company

    AIMCO Properties, L.P.

    Forms S-4, as amended

    Filed on October 12 and 28, 2010

    File No. 333-169869 and 333-169871

Gentlemen:

     On November 19, 2010, Apartment Investment and Management Company, AIMCO Properties, L.P., Fox
Strategic Housing Income Partners, and Shelter Properties IV Limited Partnership (collectively, the
“Companies”) filed via EDGAR Amendment No. 2 to each of the above-referenced Schedules
13E-3 and Registration Statements on Form S-4 (collectively, “Amendments No. 2”).

     Set forth below are the Companies’ responses to the comments of the staff of the Division of
Corporation Finance (the “Staff”) contained in the Staff’s letter to the Companies dated
November 5, 2010. For your convenience, the Staff’s comments are set forth below, followed by the
Companies’ response.

Mr. Tom Kluck

Mr. Adam Turk

November 19, 2010

Page 2

Forms S-4

    1.

    We note that Items 7, 8 and 9 of each of the above Schedules 13E-3 incorporate by
reference sections of the respective information statement/prospectus that are not located
in the Special Factors section. Please revise both registration statements so that all
disclosure responsive to Items 7, 8 and 9 of Schedule 13E-3 is included in the Special
Factors section of the respective prospectus. See Exchange Act Rule 13e 3(e)(1)(ii).

     Response: We have revised the Schedules 13E-3 as requested.

    2.

    We have reviewed your response to comment 1 in our letter dated October 5, 2010. Please
note that in order to calculate whether condition I.B.1. of the Instructions to Form S-3
has been met, your equity must be traded on a public market, such as an exchange. Refer to
Securities Act Forms C&DI Question 116.08 available on our website at
http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. While we note that Apartment
Investment and Management Company shares are traded on the New York Stock Exchange it does
not appear that the shares of AIMCO Properties, L.P. are listed on a public market. Please
provide an analysis of another way AIMCO Properties, L.P. meets the eligibility
requirements of Form S-3. In the alternative, please revise your Form S-4 to remove the
information required under Items 10 and 11 for AIMCO Properties, L.P. that was incorporated
by reference and provide the required disclosure on Form 5-4 for AMICO.

     Response: We
have revised the Forms S-4 to remove the information required under Items
10 and 11 for Aimco Properties, L.P. that was incorporated by reference and have provided the
required disclosure.

Expenses and Fees and Source of Funds, page 33 (both registration statements)

    3.

    The summaries of the revolving credit facility do not include a discussion of the
collateral. Please revise or advise. Please see Item 1007(d)(1) of Regulation M-A.

     Response: We have revised the disclosure as requested.

Fairness of the Transaction, page 6 (applicable to the registration statements on Form S-4 with
the file number 333-169871)

    4.

    The factors listed in paragraphs (c), (d) and (e) and in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to a filing person’s fairness determination and
should be discussed in reasonable detail. See Question Nos. 20 and 21 of the Exchange Act
Release No. 34-17719 (April 13, 1981). We note that the discussion on page 6 does not
appear to address the factor described in clause (iv) of Instruction 2 to Item 1014 or
explain why such factor was not deemed
material or relevant. Please revise accordingly.

Mr. Tom Kluck

Mr. Adam Turk

November 19, 2010

Page 3

     Response: We have revised the disclosure as requested.

* * *

     In connection with our response to the Staff’s letter, the Companies acknowledge the
following:

    •

    the Companies are responsible for the adequacy and accuracy of the disclosure in the
Companies’ filings;

    •

    the Staff’s comments or changes to disclosure in response to the Staff’s comments do
not foreclose the Commission from taking any action with respect to the Companies’
filings; and

    •

    the Companies may not assert the Staff’s 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 any questions regarding the foregoing or if the Staff has further comment, please
call me at (404) 881-7451 or Aaron Dixon, of this office, at
(404) 881-7820.

Sincerely,

/s/ Paul J. Nozick

Paul J. Nozick

    cc:

    Derek McCandless

    John Bezzant

    Perry Hindon

    Aaron Dixon

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

November 5, 2010
 John Bezzant Senior Vice President Apartment Investment and Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
 Re: U.S. Realty Partners Limited Partnership
National Property Investors III
Shelter Properties II
 Schedules 13E-3, as amended  Filed on October 12 and 28, 2010  File Nos. 005-55083, 005-47881, 005-44517

Apartment Investment and Management Company  Aimco Properties, LP Registration Statements on Form S-4, as amended
Filed on October 12 and 28, 2010
 File Nos. 333-169870, 333-169872, 333-169873
 Dear Mr. Bezzant:
We have reviewed your filings 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 by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.
 The following comments are applicable to all three registration statements on Form S-4:

John Bezzant
Apartment Investment and Management Company
November 5, 2010 Page 2  General

 1. We note that Items 7, 8 and 9 of each of the above Schedules 13E-3 incorporate by
reference sections of the respective informa tion statement/prospectus that are not located
in the Special Factors section.  Please revi se each registration statement so that all
disclosure responsive to Items 7, 8 and 9 of Schedule 13E-3 is included in the Special Factors section of the respec tive prospectus.  See Exchange  Act Rule 13e-3(e)(1)(ii).

2. We have reviewed your response to comm ent 1 in our letter dated October 5, 2010.
Please note that in order to calculate whether condition I.B.1. of the Instructions to Form
S-3 has been met, your equity must be trad ed on a public market, such as an exchange.
Refer to Securities Act Forms C&DI Qu estion 116.08 available on our website at
http://www.sec.gov/divisions/corpfin/guidanc e/safinterp.htm.  While we note that
Apartment Investment and Management Comp any shares are traded on the New York
Stock Exchange, it does not appear that the sh ares of AIMCO Properties, L.P. are listed
on a public market.  Please provide an analys is of another way AI MCO Properties, L.P.
meets the eligibility requirements of Form S-3.  In the al ternative, please revise your
Form S-4 to remove the information required under Items 10 and 11 for AIMCO
Properties, L.P. that was incorporated by refe rence and provide the required disclosure on
Form S-4 for AMICO.

Expenses and Fees and Source of Funds, pages 33, 34 and 36, respectively

3. The summaries of the revolving credit facility do not include a discussion of the collateral.  Please revise or advise.  Pl ease see Item 1007(d)(1) of Regulation M-A.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons are in possession of
all facts relating to the disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     In responding to our comments, please provide  a written statement from each of the filing
persons acknowledging that:
‚ the filing person is responsible for the adequ acy 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 filing person  may not assert staff commen ts as a defense in any proceeding initiated
by the Commission or any person under the fede ral securities laws of the United States.

John Bezzant
Apartment Investment and Management Company November 5, 2010 Page 3   If you have questions or comments please contact Adam Turk, Attorney-Advisor, at (202) 551-3657 or me at (202) 551-3233.  If you require further assistance, you may contact Perry Hindin, Special Counsel, Office of Mergers & Ac quisitions at (202) 551-3444.  You may also
contact us via facsimile at (202) 772-9203.  Pleas e send all correspondence to us at the following
ZIP code:  20549-3628.

         S i n c e r e l y ,             T o m  K l u c k          B r a n c h  C h i e f           cc: Via Facsimile (213) 621-5396

Jonathan Friedman, Esq.  Skadden, Arps, Slate, Meagher & Flom LLP

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[SASM&F Letterhead]

October 22, 2010

 VIA EDGAR

Tom Kluck, Branch Chief

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Consolidated Capital Institutional Properties, LP

Schedule 13E-3

Filed on September 14, 2010-10-18 File No. 005-47009

    Aimco Properties, LP

Form S-4

Filed September 14, 2010

File No. 333-169353-01

Gentlemen:

          On behalf of Consolidated Capital Institutional Properties, LP, a Delaware limited partnership
(“CCIP”), and Aimco Properties, L.P., a Delaware limited partnership (the “Aimco OP”), we are
submitting this letter in response to your letter to John Bezzant, dated October 15, 2010,
regarding CCIP’s Schedule 13E-3, file No. 005-47009, filed with the Securities and Exchange
Commission (the “Commission”) on September 14, 2010
(the “Schedule 13E-3”), and Aimco OP’s
Registration Statement on Form S-4, file No. 333-169353-01, filed with the Commission on September
14, 2010 (the “Form S-4”).

          For your convenience, your comments are set forth below, followed by the Company’s responses.
References to page numbers correspond to the page numbers in the Schedule 13E-3 or Form S-4, as
applicable.

    1.

    Rule 13e-3 requires that each affiliate engaged in a going private transaction file a
Schedule 13E-3 and furnish the required disclosures. Based on information contained in the
Schedule 13D/A filed by Aimco OP and affiliates on September 9,2010, it would appear that
additional affiliated parties are engaged in the going private transaction.
For example, we note that Aimco IP/LP, L.P., Cooper River Properties, L.L.C. and Reedy

October 22, 2010

Page 2

    River
Properties, L.L.C are not included as filing parties. Please revise to add such filing
parties or advise us as to why this revision is not required. For guidance, refer to
Question 101.02 of the Division of Corporation Finance’s Compliance and Disclosure
Interpretations of Going Private Transactions, Exchange Act Rule 13e-3, and Schedule 13E-3.

     Response: We have revised the Schedule 13E-3 to include AIMCO IPLP, L.P., Cooper River
Properties, L.L.C. and Reedy River Properties, L.L.C. as filing parties.

    2.

    Please note that each new filing person must individually comply with the filing,
dissemination and disclosure requirements of Schedule 13E-3. Therefore, please revise the
disclosure to include all of the information required by Schedule 13E-3 and its instructions
for any filing persons added in response to the preceding comment. For example, include a
statement as to whether each person believes the Rule 13e-3 transaction to be substantively
and procedurally fair to unaffiliated security holders and an analysis of the material factors
upon which they relied in reaching such a conclusion. Refer to Item 8 of Schedule 13E-3 and
Q&A No. 5 of Exchange Act Release No. 17719 (April 13, 1981). In this regard, the reasons for
the transaction and the alternatives considered by these affiliates may be different than
those of the other filing Aimco filing parties, and this fact should be reflected in the
disclosure. Alternatively, and to the extent applicable, the affiliates may adopt the analysis
and conclusions of another filing party on the Schedule 13E-3. In addition, be sure that each
new filer signs the Schedule 13E-3.

    Response: We have revised the disclosure as requested.

    3.

    Please revise to ensure that all disclosure required by Schedule 13E-3 is included in the
disclosure document (i.e., the prospectus included as part of the registration statement)
delivered to the limited partners. For example, portions of disclosure required pursuant to
Items 3 and 7(d) of Schedule 13E-3 and corresponding Items 1003(c)(3), 1003(c)(4), and 1013 of
Regulation M-A that were included in the Schedule 13E-3 do not appear to have been included in
the registration statement itself. Please revise the registration statement accordingly.

    Response: We have revised the disclosure as requested.

    4.

    Refer to Item 4 of Schedule 13e-3 and corresponding Item 1004(c) of Regulation M-A. It would
appear that Series A unit holders who are not affiliated with Aimco OP will receive an
additional amount of consideration in the exchange if they sign a waiver and release form.
Please revise to reference this arrangement or advise.

    Response: We have revised the disclosure as requested.

October 22, 2010

Page 3

    5.

    Please revise so that the information required by Items 7, 8, and 9 of Schedule 13E-3 is
prominently disclosed in a “Special Factors” section in the front of the registration
statement. See Exchange Act Rule 13e-3(e)(I)(ii).

    Response: We have revised the disclosure as requested.

    6.

    Please confirm that you have included all applicable disclosure required by Items 901 through
915 of Regulation S-K. Alternatively, please tell us which exemption you are relying upon
under Item 901(c).

    Response:  We have revised the disclosure to include
all applicable disclosure required by Items 901 through 915 of
Regulation S-K.

Summary, page 1

    7.

    Please revise the summary term sheet to briefly describe in bullet point format the most
material terms of the proposed transaction. The bullet points must cross-reference a more
detailed discussion contained in the disclosure document that is disseminated to security
holders. See Item 1001 of Regulation M-A.

    Response: We have revised the disclosure as requested.

Selected Summary Historical Financial Data of CCIP page 16

    8.

    We note that you have incorporated your financial statements by reference, but have not
included all of the summarized financial information specified in Item 1010(c) of Regulation
M-A in the offering document, as required by Instruction 1 to Item 13 of Schedule 13E-3. For
example, but without limitation, you do not appear to have disclosed current assets,
noncurrent assets, current liabilities, noncurrent liabilities, and ratio of earnings to fixed
charges. Please revise the registration statement to provide all disclosure required by Item
1010(c) of Regulation M-A.

     Response: Please note that, in accordance with Section 1-02(bb)(1) of Regulation S-X,
classified balance sheets are normally not presented for real estate companies such as CCIP.
Please also note that the selected summary historical financial data already includes CCIP’s
deficit of earnings to fixed charges and book value per limited partnership unit.

The Merger, page 26

Background and Reasons for the Merger, page 26

October 22, 2010

Page 4

    9.

    Please revise this section to further describe each contact, meeting, or negotiation that
took place and the substance of the discussions or negotiations at each meeting. Please
identify any advisors or other counsel and the members of management who were present at each
meeting. In addition, each presentation, discussion or report held with or presented by an
outside party that is materially related to the Rule 13e-3 transaction, whether oral or
written, is a separate report that requires a reasonably detailed description meeting the
requirements of Item 1015 of Regulation M-A. This requirement applies to both preliminary and
final reports. In addition, please file all relevant written materials as exhibits to the
Schedule 13E-3.

    Response: We have revised the disclosure as requested.

    10.

    Please revise to disclose in greater detail the “investment criteria” considered by Mr.
Bezzant with respect to each property appraised by CRA and how consideration of the criteria
for each property factored into his assessment of the appraisal value determined by CRA.

    Response: We have revised the disclosure as requested.

    11.

    Please revise the first full paragraph on page 27 to explain why Mr. Bezzant discussed with
Mr. McCandless the possibility of Aimco OP acquiring the Plantation Gardens Property from
CCIP.

    Response: We have revised the disclosure as requested.

    12.

    Please revise the second full paragraph on page 27 to provide a more detailed discussion of
ConCap’s previous efforts to sell the Regency Oaks Property in January 2009.

    Response: We have revised the disclosure as requested.

    13.

    Please revise the second full paragraph on page 27 to quantify the amounts of the Regency
Oaks Property’s outstanding debt and the prepayment penalty. Also revise the third full
paragraph on page 27 to provide the same disclosure for the Plantation Gardens Property.

    Response: We have revised the disclosure as requested.

Reasons for the Merger; Fairness of the Transaction, page 29

October 22, 2010

Page 5

    14.

    Rule 13e-3 requires each issuer and affiliate directly or indirectly engaged in the going
private transaction to furnish the required disclosures regarding substantive and procedural
fairness to the company’s unaffiliated limited partners. For guidance, please refer to
Question 117.02 of the Division of Corporation Finance’s Compliance and Disclosure
Interpretations of Exchange Act Rule 13e-3 and related Schedule 13E-3. In that regard, we note
that you have not provided this disclosure for any filing person other than ConCap, and that
ConCap concluded that the proposed merger is fair to “the CCIP limited partners,” rather than
unaffiliated limited partners. Please revise to provide this information for each filing
person; each filer must independently disclose its belief as to whether the transaction is
substantively and procedurally fair to the company’s unaffiliated limited partners and provide
the basis for the belief provided. See Item 1014 of Regulation M-A. Please note that if a
filing person has based its fairness determination on the analysis of factors undertaken by
others, the filing person must expressly adopt this analysis and discussion as its own in
order to satisfy the disclosure obligation of Item 1014(b) of Regulation M-A. Refer to
Question Nos. 20 and 21 of Exchange Act Release No. 34-17719 (April 13, 1981).

    Response: We have revised the disclosure as requested.

    15.

    The recommendation and analysis does not appear to address the factors described in
Instruction 2 to Item 1014, Or explain in detail why such factors were not deemed material or
relevant. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally
relevant to a filing person’s fairness determination and should be discussed in reasonable
detail. See Question Nos. 20 and 21 of the Exchange Act Release No. 34- 17719 (April 13.
1981). Please revise. Please note that this comment applies to all filing persons.

    Response: We have revised the disclosure as requested.

    16.

    Please revise to discuss how each filing person was able to arrive at the conclusion of
fairness given the absence of the factors listed in Item 1014(c) and (d) of Regulation MA.

    Response: We have revised the disclosure as requested.

    17.

    Although we note the consideration by the filing persons of the mandatory termination of the
partnership in 2011, please clarify further the reasons each filing person chose to undertake
the going private transaction at this time as opposed to other times in the company’s
operating history. See Item 1013(c) of Regulation M-A.

    Response: We have revised the disclosure as requested.

October 22, 2010

Page 6

    18.

    Item 1013(d) of Regulation M-A requires a reasonably detailed discussion of the benefits and
detriments of the transaction to the company, its affiliates and unaffiliated security
holders, and the benefits and detriments must be quantified to the extent practicable.
Further, the description must include, but not be limited to, the effect of the Rule 13e-3
transaction on each affiliate’ s interest in the net book value and net earnings of the
partnership in terms of both dollar amounts and percentages. Please revise to include this
disclosure. See Instruction 2 and Instruction 3 to Item 1013 of Regulation M-A.

    Response: We have revised the disclosure as requested.

    19.

    Please revise the final paragraph of this section to include a more detailed explanation of
why you determined that the benefits of the proposed merger outweighed the costs and risks.
See Item 1014(b) of Regulation M-A.

    Response: We have revised the disclosure as requested.

Determination of Merger Consideration, page 30

    20.

    In the carryover paragraph on page 31, you state that since the liabilities attributable to
the properties (including mortgage debt and estimated prepayment penalties) exceed the
appraised values of the properties and other partnership assets. ConCap determined that there
would not be any remaining net proceeds available for distribution to the limited partners;
nevertheless, Aimco OP and ConCap determined that unaffiliated limited partners would receive
an aggregate of $200,000. Please explain why this dollar amount was chosen and clarify further
how it was determined.

    Response: We have revised the disclosure as requested.

Waiver and Release and Additional Consideration, page 32

    21.

    Please revise to discuss the process that lead to your decision to offer $2.16 per unit for
the release, and how you determined the amount itself.

    Response: We have revised the disclosure as requested.

    22.

    Please revise to clarify wherever the waiver and release are discussed, that such waiver and
release do not apply to claims security holders may have against the registrants under the
federal securities laws.

    Response: We have revised the disclosure as requested.

October 22, 2010

Page 7

The Appraisals, page 33

    23.

    Please revise the last paragraph on page 33 to explain why CRA used the discounted cash flow
and direct capitalization methods to estimate a value for the Sterling Property, but only used
the direct capitalization method to estimate a value for the Plantation Gardens Property and
the Regency Oaks Property.

    Response: We have revised the disclosure as requested.

    24.

    Please revise your disclosure on pages 33, 35 through 36, and 38 through 39 to explain why
CRA utilized the assumptions listed in bullet points.

     Response: We note that the S-4 includes disclosure describing the basic parameters
that CRA followed in connection with the assumptions it employed to determine the value of each
property under the income capitalization approach. In response to your letter, we have also added
additional disclosure explaining why CRA utilized the assumptions it did with respect to each
property.

    25.

    Wherever you discuss the valuation under sales comparison approach, provide a more detailed
discussion of the comparable transactions considered, and disclose whether any sales were
excluded from the comparison and why they were excluded.

    Response: We have revised the disclosure as requested.

    26.

    Please revise the second full paragraph on page 37 to explain what is meant by an EGIM
analysis.

    Response: We have revised the disclosure as requested.

Expenses and Fees and Sources of funds, page 42

    27.

    On page 42, you state that you could use drawings under your revolving credit facility to pay
for the merger. In that regard, it appears disclosure pursuant to Item 1007(d) of Regulation
M-A is required. Please revise your document accordingly, or explain to us why Item 1007(d) is
not applicable. If you provide disclosure responsive to Item 1007(d), please file the credit
facility as an exhibit to your Schedule 13E-3. See Item 1016(b) of Regulation M-A.

October 22, 2010

Page 8

    Response: We have revised the disclosure as requested.

Election Forms, page 44

    28.

    We refer to the cover page in which you advise security holders who are unaffiliated with
Aimco OP of the opportunity to receive an additional

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

October 15, 2010
 John Bezzant Senior Vice President Apartment Investment and Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
 Re: Consolidated Capital Institutional Properties, LP
 Schedule 13E-3
 Filed on September 14, 2010  File No. 005-47009

Aimco Properties, LP Form S-4  Filed on September 14, 2010
 File No. 333-169353-01
 Dear Mr. Bezzant:
We have reviewed your filings 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 by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 2  Form S-4

 General

  1. Rule 13e-3 requires that each affiliate enga ged in a going private transaction file a
Schedule 13E-3 and furnish the required disclosu res.  Based on information contained in
the Schedule 13D/A filed by Aimco OP and affiliates on September 9, 2010, it would appear that additional affiliat ed parties are engaged in the going private transaction.  For
example, we note that Aimco IP/LP, L.P.,
Cooper River Properties, L.L.C. and Reedy River
Properties, L.L.C are not included as filing parti es.  Please revise to add such filing parties or
advise us as to why this revision is not required.  For guidance, refer to Question 101.02 of
the Division of Corporation Finance’s Compliance and Disc losure Interpretations of
Going Private Transactions, Exchange Act Rule 13e-3, and Schedule 13E-3.
 2. Please note that each new filing person must individually comply with the filing, dissemination and disclosure re quirements of Schedule 13E-3.  Therefore, please revise
the disclosure to include all of the in formation required by Schedule 13E-3 and its
instructions for any filing persons added in  response to the preceding comment.  For
example, include a statement as to whet her each person believes the Rule 13e-3
transaction to be substantively and procedurally fair to unaffiliated security holders and an analysis of the material factors upon which they relied in reaching such a conclusion.
Refer to Item 8 of Schedule 13E-3 and Q& A No. 5 of Exchange Act Release No. 17719
(April 13, 1981).  In this rega rd, the reasons for the trans action and the alternatives
considered by these affiliates may be differe nt than those of the other filing Aimco filing
parties, and this fact should be  reflected in the disclosure.  Alternatively, and to the extent
applicable, the affiliates may a dopt the analysis and conclusions of another filing party on
the Schedule 13E-3.  In addition, be sure that each new filer signs the Schedule 13E-3.
 3. Please revise to ensure that all disclosure required by Schedule 13E-3 is included in the
disclosure document (i.e., the prospectus incl uded as part of the registration statement)
delivered to the limited partners.  For exampl e, portions of disclosu re required pursuant
to Items 3 and 7(d) of Schedule 13E-3 and corresponding Items 1003(c)(3), 1003(c)(4), and 1013 of Regulation M-A that were included in the Schedule 13E-3 do not appear to
have been included in the regi stration statement itself.  Pl ease revise the registration
statement accordingly.
 4. Refer to Item 4 of Schedule 13e-3 and corresponding Item 1004(c) of Regulation M-A.  It would appear that Series A unit holders who are not affiliated with Aimco OP will
receive an additional amount of consideration in the exchange if they sign a waiver and
release form.  Please revise to reference this arrangement or advise.
5. Please revise so that the information requi red by Items 7, 8, and 9 of Schedule 13E-3 is
prominently disclosed in a “Special Factors”  section in the front  of the registration
statement.  See Exchange Act Rule 13e-3(e)(1)(ii).

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 3

6. Please confirm that you have included all ap plicable disclosure required by Items 901
through 915 of Regulation S-K.  Alternativ ely, please tell us which exemption you are
relying upon under Item 901(c).
 Summary, page 1

7. Please revise the summary term sheet to briefl y describe in bullet point format the most
material terms of the proposed transaction.  The bullet points must cross-reference a more
detailed discussion contained in the disclosure document that is disseminated to security holders.  See Item 1001 of Regulation M-A.
Selected Summary Historical Fi nancial Data of CCIP, page 16

 8. We note that you have incorporated your fina ncial statements by reference, but have not
included all of the summarized financial in formation specified in Item 1010(c) of
Regulation M-A in the offering document, as  required by Instruction 1 to Item 13 of
Schedule 13E-3.  For example, but without  limitation, you do not appear to have
disclosed current assets, noncurre nt assets, current liabilities,  noncurrent liabilities, and
ratio of earnings to fixed charges.  Please re vise the registration statement to provide all
disclosure required by Item 1010(c) of Regulation M-A.

The Merger, page 26

Background and Reasons for the Merger, page 26
 9. Please revise this section to further descri be each contact, meeti ng, or negotiation that
took place and the substance of the discussions  or negotiations at each meeting.  Please
identify any advisors or othe r counsel and the members of management who were present
at each meeting.  In addition, each presenta tion, discussion or report held with or
presented by an outside party that is materially related to  the Rule 13e-3 transaction,
whether oral or written, is a separate report that requires a reasonabl y detailed description
meeting the requirements of Item 1015 of Regul ation M-A.  This requirement applies to
both preliminary and final reports.   In addition, please file all relevant written materials as
exhibits to the Schedule 13E-3.
 10. Please revise to disclose in greater detail  the “investment criteria” considered by Mr.
Bezzant with respect to each property appraised by CRA and how consideration of the
criteria for each property factored into his assessment of the appr aisal value determined
by CRA.
  11. Please revise the first full paragraph on page  27 to explain why Mr. Bezzant discussed
with Mr. McCandless the possi bility of Aimco OP acqui ring the Plantation Gardens
Property from CCIP.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 4  12. Please revise the second full paragraph on pa ge 27 to provide a more detailed discussion
of ConCap’s previous efforts to sell th e Regency Oaks Property in January 2009.

13. Please revise the second full paragraph on page 27 to quantify the amounts of the
Regency Oaks Property’s outstan ding debt and the prepayment penalty.  Also revise the
third full paragraph on page 27 to provide th e same disclosure for the Plantation Gardens
Property.

Reasons for the Merger; Fairne ss of the Transaction, page 29

14. Rule 13e-3 requires each issuer and affiliate di rectly or indirectly engaged in the going
private transaction to furnish the requir ed disclosures regarding substantive and
procedural fairness to the company’s unaffiliated limited partners.  For guidance, please
refer to Question 117.02 of the Division of  Corporation Finance’s Compliance and
Disclosure Interpretations of Exchange Act Rule 13e-3 and related Schedule 13E-3.  In
that regard, we note that you ha ve not provided this disclosure for any filing person other
than ConCap, and that ConCap concluded that  the proposed merger is  fair to “the CCIP
limited partners,” rather than unaffiliated limite d partners.  Please revi se to provide this
information for each filing person; each filer mu st independently disclose its belief as to
whether the transaction is substantively and procedural ly fair to the company’s
unaffiliated limited partners and provide the basis for the belief provided.  See Item 1014
of Regulation M-A.  Please note that if a filing person has based its fairness
determination on the analysis of factors undertaken by others, the filing person must expressly adopt this analysis and discussion as  its own in order to satisfy the disclosure
obligation of Item 1014(b) of Regulation M- A.  Refer to Question Nos. 20 and 21 of
Exchange Act Release No. 34-17719 (April 13, 1981).
15. The recommendation and analysis does not appe ar to address the factors described in
Instruction 2 to Item 1014, or explain in detail why such factors were not deemed
material or relevant.  The f actors listed in Instruction 2 to Item 1014 of Regulation M-A
are generally relevant to a filing person’s fa irness determination and should be discussed
in reasonable detail.  See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April 13, 1981).  Please revise.  Please note  that this comment applies to all filing
persons.
16. Please revise to discuss how each filing person was able to arrive at the conclusion of
fairness given the absence of the factors listed in Item 1014(c) and (d) of Regulation M-
A.
   17. Although we note the consideration by the filing persons of the mandatory termination of
the partnership in 2011, please clarify furthe r the reasons each filing person chose to
undertake the going pr ivate transaction at this time  as opposed to other times in the
company’s operating history.  See Item 1013(c) of Regulation M-A.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 5  18. Item 1013(d) of Regulation M-A requires a reasonably detailed discussion of the benefits and detriments of the transaction to the comp any, its affiliates and unaffiliated security
holders, and the benefits and detriments must  be quantified to the extent practicable.
Further, the description must include, but not be limited to, the effect of the Rule 13e-3
transaction on each affiliate’s interest in the net book value and net earnings of the
partnership in terms of both dollar amounts and percentages.  Please re vise to include this
disclosure.  See Instruction 2 and Instruc tion 3 to Item 1013 of Regulation M-A.

19. Please revise the final paragraph of this secti on to include a more de tailed explanation of
why you determined that the benefits of the proposed merger outweighed the costs and risks.  See Item 1014(b) of Regulation M-A.
 Determination of Merger Consideration, page 30

 20. In the carryover paragraph on page 31, you state that since the liabilities attributable to
the properties (including mortga ge debt and estimated prepay ment penalties) exceed the
appraised values of the propert ies and other partnership asse ts, ConCap determined that
there would not be any remaining net procee ds available for distribution to the limited
partners; nevertheless, Aimco OP and ConC ap determined that unaffiliated limited
partners would receive an aggregate of $200,000.   Please explain why this dollar amount
was chosen and clarify furt her how it was determined.

Waiver and Release and Add itional Consideration, page 32

 21. Please revise to discuss the process that lead  to your decision to offer $2.16 per unit for
the release, and how you dete rmined the amount itself.
 22. Please revise to clarify wherever the waiver and release are discussed, that such waiver
and release do not apply to claims security hol ders may have against the registrants under
the federal securities laws.
 The Appraisals, page 33

 23. Please revise the last paragraph on page 33 to  explain why CRA used the discounted cash
flow and direct capitalization methods to es timate a value for the Sterling Property, but
only used the direct capitali zation method to estimate a value for the Plantation Gardens
Property and the Regency Oaks Property.
24. Please revise your disclosure on pages 33, 35 through 36, and 38 through 39 to explain
why CRA utilized the assumptions listed in bullet points.
25. Wherever you discuss the valuation under sa les comparison approach, provide a more
detailed discussion of the comparable transa ctions considered, and disclose whether any
sales were excluded from the comparison and why they were excluded.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 6  26. Please revise the second full paragraph on page 37 to explain what is meant by an EGIM analysis.

Expenses and Fees and Sources of Funds, page 42

27. On page 42, you state that you could use draw ings under your revolving credit facility to
pay for the merger.  In that regard, it app ears disclosure pursuant to Item 1007(d) of
Regulation M-A is required.  Please revise your document accordingly, or explain to us why Item 1007(d) is not applicable.  If you provide disc losure responsive to Item
1007(d), please file the credit facility as an exhibit to your Schedule 13E-3.  See Item 1016(b) of Regulation M-A.

Election Forms, page 44

28. We refer to the cover page in which you advise security holders who are unaffiliated with Aimco OP of the opportunity to receive an  additional $2.31 in exchange for signing a
waiver and release form.  Throughout the re mainder of the disclosure, however, the
referenced amount is $2.16.  Pleas e reconcile this inconsistency.

29. We note disclosure on page 33 that provides ex tensive disclosure regarding the nature of
the claims to which the waiver and release apply.  Please revise to provide a cross
reference to the more detailed disclosure on page 32 and as noted in a prior comment,
revise to clarify that such waiver and rele ase does not preclude security holders from
pursuing claims they may have against the re gistrant under the fede ral securities laws.

Certain United States Federal Income Tax Matters, page 66

30. On page 66, you state that you have included a general summary of “certain” material United States federal income tax consequences.  Please revise to discuss all material federal income taxes and to remove the suggestion that your disclosure  is not materially
complete.  See Item 1004(a)(1)(xii) of Re gulation M-A.

31. Please revise to discuss the federal tax consequences of the Rule 13e-3 transaction on all Rule 13e-3 filing persons.  See Item 1013(d) of Regulation M-A.

Where You Can Find Additional Information, page 94

 32. Please refer to the second paragraph on page  94.  Neither Rule 13e-3 nor Schedule 13E-3
permit general “forward incorporation” of docum ents to be filed in the future.  Rather,
you must specifically amend your document to specifically list any such filings.  Please
revise.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 7  33. Please note that the safe harbor provisions of the Private S ecurities Litigation Reform Act
of 1995 are not available to statements ma de in connection with a going private
transaction.  Refer to Exchange Act S ection 21E(b)(1)(E) and Question and Answer
117.05 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations for Going Private Transacti ons, Exchange Act Rule 13e-3 and Schedule
13E-3.  Please revise this section to include  disclosure stating that the safe harbor
provisions in the Forms 10-K and Forms 10-Q incorporated by reference into the registration statement, or a nnexed to the registration statement, do not apply to any
forward-looking statements the company ma kes in connection with the going private
transaction.  Please also refrai n from referring to such safe harbor provisions in any
future filings, p

CORRESP
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corresp

[SASM&F Letterhead]

October 14, 2010

VIA EDGAR

Tom Kluck, Branch Chief

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Apartment Investment and Management Company

Registration Statement on Form S-4

Filed September 14, 2010

File No. 333-169353

Gentlemen:

          On behalf of Apartment Investment and Management Company, a Maryland corporation (the
“Company” or “Aimco”), we are submitting this letter in response to your letter to John Bezzant,
dated October 5, 2010, regarding the Company’s Registration Statement on Form S-4, file No.
333-169353, filed with the Securities and Exchange Commission (the “Commission”) on September 14,
2010 (the “Form S-4”).

          For your convenience, your comments are set forth below, followed by the Company’s responses.
References to page numbers correspond to the page numbers in the Form S-4.

    1.

    We note your disclosure on page 94 regarding 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.

    Response:

          Under General Instruction I.B. to Form S-4, a registrant that “meets the requirements for use
of Form S-3” may elect to furnish certain information about the registrant by incorporating such
information by reference into a prospectus pursuant to Items 10 and 11 of Form S-4. In order to
“meet the requirements for use of Form S-3,” General Instruction I.B.a.A. to Form S-4 provides that
a registrant must (i) meet the registrant requirements described in

October 14, 2010

Page 2

General Instruction I.A. of Form S-3 (the “Registrant Requirements”), and (ii) meet the
aggregate market value transaction requirements described in General Instruction I.B.1 of Form S-3
(the “Aggregate Market Value Transaction Requirements”).

     Registrant Requirements

          Aimco Properties, L.P. (“Aimco OP”) satisfies the Registrant Requirements of General
Instruction I.A.:

    •

    Aimco OP is a Delaware limited partnership with its principal business operations in
the United States.

    •

    Aimco OP’s partnership common units are registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the “Exchange Act”).

    •

    Aimco OP has been subject to the requirements of Section 12 of the Exchange Act and
has filed in a timely manner all material required to be filed pursuant to Section 13,
14 or 15(d) of the Exchange Act for and during the 12 calendar months (and the portion
of the month) immediately preceding the filing of the Form S-4.

    •

    Since December 31, 2009, Aimco OP has not failed to pay dividends on its various
classes of preferred partnership units, and has not defaulted on any indebtedness or
any rental on one or more long term leases, which defaults in the aggregate would be
material to Aimco OP’s and it subsidiaries’ financial position, taken as a whole.

    •

    Aimco OP has filed with the Commission all required electronic filings. As an
accelerated filer, under Regulation S-K 601(b)(101)(i)(C), Aimco OP is not required to
submit Interactive Data Files pursuant to Rule 405 of Regulation S-T in applicable
public filings until such filings contain financial statements for a fiscal period that
ends on or after June 15, 2011.

     Aggregate Market Value Transaction Requirements

          Aimco OP also satisfies the Aggregate Market Value Transaction Requirements:

    •

    The aggregate market value of the voting and non-voting common equity held by
non-affiliates of Aimco OP exceeds $75 million. Although there is no public market for
Aimco OP limited partnership units, after a one-year holding period, each Aimco OP
limited partnership unit (an “OP Unit”) is generally redeemable for cash in an amount
equal to the value of one share of Aimco’s common stock at the time, subject to Aimco’s
right to acquire each OP Unit in exchange for one share of Aimco common stock (subject
to antidilution adjustments). The Aimco common stock is traded on the NYSE under the
symbol “AIV.” Therefore, the trading price of Aimco common stock is considered a
reasonable proxy for the fair market value of an OP Unit. The average of the bid and
asked prices of Aimco common stock on September 7, 2010 was $21.66. As reported in
Aimco OP’s Quarterly Report for the period ended June 30, 2010, as of July 28, 2010,
there were 123,021,611 OP Units outstanding, and at least 5,125,940 of those OP Units
were held by non-affiliates, so the aggregate market value of the common equity of
Aimco OP held by non-affiliates

October 14, 2010

Page 3

based on the average of the bid and asked prices of Aimco common stock on September 7,
2010 was at least $111 million.

     Conclusion

          Because Aimco OP “meets the requirements for use of Form S-3” pursuant to General Instruction
I.B. to Form S-4, it may elect to furnish certain information by incorporating such information by
reference into the prospectus pursuant to Items 10 and 11 of 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 effective date of your registration statement. See
Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05. Therefore,
please amend your registration statement, as necessary, to specifically incorporate by
reference any quarterly reports or applicable current reports that are filed after your
initial registration statement and prior to effectiveness.

    Response:

          The Company will amend the second paragraph on page 94 of the registration statement on Form
S-4 to read as follows:

          “The information that Aimco and Aimco OP file with the SEC is incorporated by reference, which
means that important information is being disclosed to you by referring you to those documents. The
information incorporated by reference is considered to be part of this information
statement/prospectus. The documents listed below are incorporated by reference along with all
documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act (i) after the date of the initial registration statement and prior to effectiveness of the
registration statement and (ii) after the date of this prospectus and before the completion of the
offering of the shares described in this prospectus.”

    3.

    Please amend your registration statement to provide undertakings required by Item 512(a)(5)
and (6) of Regulation S-K.

    Response:

     The Company will amend “Part II—Item 22. Undertakings” to include the undertakings
requires by Item 512(a)(5) and (6) of Regulation S-K.

October 14, 2010

Page 4

          If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213)
687-5396 or the undersigned at (213) 687-5618.

    Respectfully yours,

    /s/ Michael Moulton

    cc:

    Derek McCandless

John Bezzant

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

Mail Stop 3010

      January 21, 2010

VIA USMAIL and FAX (720) 493-6549   Mr. Paul Beldin Senior Vice President and Chief Accounting Officer Apartment Investment & Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009
File Nos. 001-13232

Dear Mr. Paul Beldin:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Cicely LaMothe Branch Chief

CORRESP
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Correspondence

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

January 15, 2010

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

    AIMCO Properties, L.P.

File No. 000-24497

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

Ladies & Gentlemen:

This letter responds to the comment of the staff of the Securities and Exchange Commission (the “Staff”) addressed
to Paul Beldin 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 January 4, 2010. The Companies’
response to the Staff’s comment is set forth below.

* * * * *

1

United States Securities and Exchange Commission

January 15, 2010

Page 2 of 2

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

Financial Statements and Notes

Consolidated Statements of Income, page F-4

    1.

    Comment: As it relates to your proposal to present the impairment losses within operating income in future
filings, please supplementally confirm that in your 10-K for the fiscal year ended December 31, 2009, you will
ensure all impacted financial statement columns are labeled as restated and you will provide all the required
disclosures outlined in paragraph 250-10-50-7 of the FASB Accounting Standards Codification.

Response: In response to the Staff’s comment, the Companies confirm that in their Forms 10-K for the year ended
December 31, 2009, they will ensure all affected financial statement columns are labeled as restated and they will
provide the required disclosures outlined in paragraph 250-10-50-7 of the FASB Accounting Standards Codification.

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 of Aimco and AIMCO-GP, Inc.,
the general partner of AIMCO Properties, L.P.

    Cc:

    Amy B. Freed, Hogan & Hartson LLP

Lisa R. Cohn, Aimco

Ernie Freedman, Aimco

2

Mail Stop 3010

January 4, 2010

VIA USMAIL and FAX (720) 493-6549   Mr. Paul Beldin Senior Vice President and Chief Accounting Officer Apartment Investment & Management Company AIMCO Properties, L.P. 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009
File Nos. 001-13232 AIMCO Properties, L.P.
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009 File Nos. 000-24497

Dear Mr. Paul Beldin:
We have reviewed your response letters dated November 17, 2009 and have the
following additional comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes

Consolidated Statements of Income, page F-4

1. As it relates to your proposal to present the impairment losses within operating income in
future filings, please supplementally confirm that in your 10-K for the fiscal year ended December 31, 2009, you will ensure all impacted financial statement columns are labeled as restated and you will provide all the required disclosures outlined in paragraph 250-10-50-7 of the FASB Accounting Standards Codification.

Paul Beldin
Apartment Investment & Management Company AIMCO Properties, L.P. January 4, 2010 Page
2

*  *  *  *

As appropriate, please respond to this comment within 10 business days or tell us when
you will provide us with a response.  Please file a letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comment.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
any questions.
Sincerely,

Cicely LaMothe Branch Chief

CORRESP
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Correspondence

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

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

    AIMCO Properties, L.P.

    File No. 000-24497

    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
(“Aimco”) and AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”)
(collectively, the “Companies”), in a letter dated November 3, 2009. The Companies’ 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.

* * * * *

Form 10-K for the year ended December 31, 2009

General

    1.

    Comment: Please note that the letter dated September 18, 2009 also applies to Apartment
Investment & Management Company (REIT). Please also file this supplemental response as
correspondence within EDGAR for the REIT.

United States Securities and Exchange Commission

November 17, 2009

Page 2 of 6

Response: In response to the Staff’s comment, Aimco filed the requested supplemental response as
correspondence within EDGAR concurrent with the filing of this response letter.

Financial Statements and Notes

Consolidated Statements of Income, page F-4

    2.

    Comment: We have read your response to comment one and will continue to monitor this issue
until acceptable resolution.

Response: The Companies appreciate the opportunity to resolve all outstanding comments on a
consistent time frame.

Note 11 — Partners Capital and Redeemable Preferred Units, pages F-35 — F-39

    3.

    Comment: We have considered your supplemental submission regarding your sequencing
methodology and application of paragraph 11 of EITF 00-19. Based on the information provided,
we object to your methodology as it does not appear that your sequencing of cash settled
contracts last is based on a systematic rational method. However, as discussed in our
subsequent comment, if you are able to demonstrate that you have a substantive policy to
settle such instruments in cash, we would be open to consider further analysis on the
application of EITF 00-19 for your particular fact pattern.

Response: Following the Companies’ conference call with the Staff on November 3, 2009 regarding the
Staff’s comments, the Companies gave further consideration to the Staff’s explanation of its views
regarding the Companies’ sequencing methodology. Although the Companies believe the Partnership
has a systematic and rational sequencing methodology based on the qualitative
characteristics of the instruments currently outstanding, the Companies understand the Staff’s
comments regarding consistency in the Companies’ sequencing methodology and preferred partnership unit
(“PPU”) redemption policy. In an effort to resolve these comments, the Companies propose to revise
the Partnership’s PPU redemption policy in the manner outlined in the response to comment four
below. If the Staff concurs that the proposed PPU cash redemption policy is sufficiently
substantive to provide a reasonable basis to believe that it is probable that the PPUs will be
settled in cash, the Companies intend to align their sequencing methodology with the revised
redemption policy by allocating shares first to contracts for which the Partnership does not have a policy for cash settling.  This sequencing methodology would be sufficient for contracts subject to share settlement that are currently outstanding, and in the event the Companies issue additional contracts subject to share settlement they will reevaluate and revise their sequencing methodology at that time.

Note 14 — Earnings Per Unit, pages F-44

    4.

    Comment: We understand that you have a stated policy where you compute, on a quarterly
basis, your internally calculated net asset value per share (NAV) to the average market price
for a share of Aimco common stock (Price) for purposes of determining whether redemption
requests will be settled in cash or shares. We understand that such an evaluation is
performed on a period to period basis without regard to projected conditions that may impact
the outcome of this computation.

United States Securities and Exchange Commission

November 17, 2009

Page 3 of 6

Paragraph 29 in SFAS 128 contains a presumption of share settlement that can be overcome to the
extent one has past experience or a stated policy that provides you with a reasonable basis to believe that it is probable that the contract will be settled in cash
(partial or whole settlement). Evaluation whether your stated policy is substantive requires
significant judgment and should include factors such as:

    •

    How were settlement alternatives used as a selling point to potential investors when
issuing the instrument(s) rather than just to allow for cash settlement;

    •

    To what extent do you have the positive intent and ability to cash settle the
instrument considering both current and projected liquidity and/or events that may
result in a share-settlement outcome when applying your stated policy;

    •

    The extent that your disclosures and past practice align with your positive intent
and ability assertion.

We believe your stated policy lacks the forward looking analysis that we would expect to see
given that variability in the computation that is used as a basis for determining cash or share
settlement. Please revise your accounting or further explain to us how you have incorporated
this forward looking analysis when evaluating whether this policy gives you a reasonable basis
to believe that it is probable that the contract will be settled in cash (partial or whole
settlement).

Response: Following the November 3, 2009 call noted above, the Companies gave further consideration
to the Staff’s explanation of its views regarding the Partnership’s PPU redemption policy. Although
the Companies continue to believe the policy provides a reasonable basis to believe it is probable
the PPUs would be settled in cash to overcome the presumption of
share settlement based on the facts available each period as
referenced in the first sentence of SFAS 128 paragraph 29, the Companies understand the
Staff’s interpretation of the last sentence of SFAS 128
Paragraph 29 and the Staff’s concerns regarding the
variability in future outcomes under the policy
computations. Based on the Companies’ further understanding of the Staff’s views that such a
policy should result in a probable likelihood for settlement of these contracts in cash,
the Companies propose the following revised policy regarding settlement of PPU redemptions:

PPU Redemption Policy

The Partnership will settle all PPU redemptions using cash, rather than shares of Aimco
common stock, unless the total Liquidation Preference, as defined in the Fourth Amended and
Restated Agreement of Limited Partnership of the Partnership, for PPUs for which redemption
has been requested during a calendar quarter exceeds 50% of the total Liquidation Preference
(exclusive of accrued but unpaid dividends) of the PPUs issued and
outstanding as of September 30, 2009.

The Companies believe this revised policy provides a reasonable basis to believe it is probable
that the PPUs will be settled in cash, when considering the Partnership’s past redemption activity
and current consideration of potential future factors discussed further below, including the
exception to cash settlement included in the policy.

United States Securities and Exchange Commission

November 17, 2009

Page 4 of 6

Settlement Alternatives as Selling Point to Potential Investors

The Partnership issued the PPUs that are subject to the redemption policy as consideration for
various property acquisitions. These PPUs were generally issued to allow the sellers of the properties to defer the tax consequences of the sales. The PPUs allow the holder to control the
timing of redemption, which, regardless of the form of settlement (cash or stock), triggers the deferred tax consequences of the holder from their sale. The settlement alternatives embedded
in the PPUs — cash or Aimco common stock — were not used as a selling point to the investors, but
rather were established to provide the Partnership flexibility in funding the settlements given the
Partnership’s lack of control over the timing of settlement. The investors who accepted the PPUs
as consideration for their sale of property to the Partnership had no influence over the settlement
alternatives. Upon a requested redemption, the investor may request cash or Aimco common stock,
however, the ultimate settlement discretion rests solely with the Partnership.

Positive Intent and Ability

The Partnership believes it has the positive intent and ability to cash settle these PPUs when
considering the historical redemption activity for these units and current and projected liquidity.
The initial class of these units was issued December 31, 1998. At December 31, 2008, the then
outstanding PPUs had an approximate redemption value of $88 million and the approximate redemption
value of the PPUs at their peak, December 2000, totaled $96 million. Most of these units became
redeemable, at the holders’ option, one year following their issuance. From December 31, 2001, the
first date on which all of these PPUs would have been redeemable, to December 31, 2008,
approximately $8 million, or 8% of the total $96 million of outstanding units, had been redeemed.
An additional $2 million, or 2%, has been redeemed during the nine months ended September 30, 2009,
for a total of 10% redeemed from December 2001 through September 2009. Historical redemption
information shows a greater percentage of PPUs being redeemed using cash rather than stock, and
more recently, from 2005 through September 2009, 93% of the PPUs redeemed by the Partnership were
settled with cash. It is important to note that redemption activity increased during 2009, one of
the worst economic periods observed in decades, marked by a significant disruption in the capital
and financing markets resulting in many investors seeking liquidity from their investments.
However, although the redemption activity increased during this time, holders of only a small
percentage of the outstanding balance of the PPUs sought to liquidate their investments, which
the Companies believe is an indication that even in a poor economic
environment, a large volume of redemption requests in
the near future is not probable. However, in the event a large volume of redemption requests does occur, as discussed below the Companies believe they have sufficient available resources to cash settle a large amount of redemptions.

No individual or group collectively holds in excess of $10 million of PPUs. The Companies believe
this, when considered with the historical redemption patterns discussed above, the Companies’
experiences during the current period of economic uncertainty and the Companies’ expectations
regarding future redemption activity based on their historical experience, provides a reasonable
basis to believe the likelihood that holders of PPUs in an amount greater than 50% of the total
Liquidation Preference (exclusive of accrued but unpaid dividends) is not probable.

As of September 30, 2009, the Partnership had $107 million of cash and cash equivalents, a portion
of which is held by consolidated real estate partnerships and the remainder of which is currently
available for corporate purposes, including PPU redemptions. Additionally, as of September 30,
2009, the Partnership had a revolving credit facility under its Amended and Restated Senior Secured
Credit Agreement, as amended, which provides for revolving loans up to $180 million through May
2012 (based on available extension options). The amount available under the revolving credit
facility at September 30, 2009, was $120 million (after giving effect to $15 million of outstanding
borrowings and $45 million outstanding for undrawn letters of credit

United States Securities and Exchange Commission

November 17, 2009

Page 5 of 6

issued under the revolving credit facility) and the Partnership has historically maintained
sources of cash, including corporate level cash and availability under
the revolving credit facility, well in excess of the total
liquidation preference for the outstanding PPUs. Given the small level of historical redemption activity (as a
percentage of the total redemption value outstanding), the Partnership believes it has sufficient
liquidity to cash settle all potential PPU redemption requests. With the Partnership’s current
liquidity resources, the Partnership could cash settle the entire outstanding balance of the PPUs.
Additionally, in the event the Partnership does not have sufficient liquidity on hand to cash
settle redemption requests, pursuant to its Fourth Amended and Restated Agreement of Limited
Partnership, the Partnership may elect to raise the cash required to settle PPU redemption requests
by causing Aimco to issue equity or from other sources (including selling properties or incurring
additional debt). Based on the foregoing, the Partnership believes it has the ability to cash
settle the PPU redemptions.

Disclosures and Past Practice

The Companies historically have not disclosed the Partnership’s intent to cash or share-settle the
PPUs, but rather that the Partnership, in its sole discretion, has these settlement alternatives
available. The Companies have, however, consistently disclosed information about the Partnership’s
available resources under the credit agreement, which provides an indication of the ability to cash
settle the PPUs. As previously disclosed to the Staff, prior to the Partnership’s adoption of the
current policy regarding settlement alternatives during the fourth quarter 2008, the Partnership
evaluated economic consequences similar to those formalized in the policy when determining whether
to settle PPU redemption requests in cash or shares of Aimco common stock. Although the
Partnership had neither a specific redemption policy nor a stated intent prior to adoption of the
policy, historical redemption information shows a greater percentage of PPUs being redeemed using
cash rather than stock. More recently, from 2005 through September 2009, 93% of the PPUs redeemed
by the Partnership were settled with cash. The Companies believe the Partnership’s past
disclosures regarding available resources for cash settlement along with the Partnership’s past
practice regarding settling the PPUs predominantly in cash are closely aligned with Partnership’s
intent and ability to cash settle the PPUs.

Based on the foregoing considerations, the Companies believe the revised PPU redemption policy
provides a reasonable basis to conclude that it is probable the PPUs will be settled in cash and
that the Partnership has the positive intent and ability to cash settle the PPUs. If the Staff
agrees with the Companies’ assessment, the Companies would adopt the revised policy effective
immediately and, as discussed in the response to comment three above, the Companies would align
their sequencing policy with the proposed revised redemption policy on a prospective basis. Based
on this additional information, if the Staff continues to believe the Companies have not met the
requirements of paragraph 29 of SFAS 128 to overcome the presumption of share settlement, the
Companies re

CORRESP
1
filename1.htm

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

Mail Stop 3010

November 3, 2009

VIA USMAIL and FAX (720) 493-6549   Mr. Paul Beldin Senior Vice President and Chief Accounting Officer Apartment Investment & Management Company AIMCO Properties, L.P. 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009
File Nos. 001-13232 AIMCO Properties, L.P.
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009 File Nos. 000-24497

Dear Mr. Paul Beldin:
We have reviewed your response letters dated October 2, 2009 and have the following
additional comments.  Where indicated, we think you should revise your documents in response to these comments.   If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

1. Please note that the letter dated September 18, 2009 also applies to Apartment Investment & Management Company (REIT).   Please also file this supplemental response as correspondence within EDGAR for the REIT.

Paul Beldin
Apartment Investment & Management Company
AIMCO Properties, L.P. November 3, 2009 Page
2
 Financial Statements and Notes

 Consolidated Statements of Income, page F-4

 2. We have read your response to comment one and will continue to monitor this issue until acceptable resolution.
 Note 11 – Partners’ Capital and Redeemable Preferred Units, pages F-35 – F-39

 3. We have considered your supplemental submission regarding your sequencing methodology and application of paragraph 11 of  EITF 00-19.   Based on the information
provided, we object to your methodology as it does not appear that your sequencing of cash settled contracts last is based on a systematic rationale method.  However, as discussed in our subsequent comment, if you are able to demonstrate that you have a substantive policy to settle such instruments in cash, we would be open to consider further analysis on the application of EITF 00-19 for your particular fact pattern.
 Note 14 – Earnings Per Unit, page F-44

4. We understand that you have a stated policy where you compute, on a quarterly basis,
your internally calculated net asset value per share (NAV) to the average market price for a share of Aimco common stock (Price) for purposes of determining whether redemption requests will be settled in cash or shares.  We understand that such an evaluation is performed on a period to period basis without regard to projected conditions that may impact the outcome of this computation.

Paragraph 29 in SFAS 128 contains a presumption of share settlement that can be overcome to the extent one has past experience or a stated policy that provides you with a reasonable basis to believe that it is probable that the contract will be settled in cash (partial or whole settlement).  Evaluation whether your stated policy is substantive requires significant judgment and should include factors such as:

ƒ How were settlement alternatives used as a selling point to potential investors when issuing the instrument(s) rather than just to allow for cash settlement;
 ƒ To what extent do you have the positive intent and ability to cash settle the instrument considering both current and projected liquidity and/or events that may result in a share-settlement outcome when applying your stated policy;

ƒ The extent that your disclosures and past practice align with your positive intent and ability assertion.

Paul Beldin
Apartment Investment & Management Company AIMCO Properties, L.P. November 3, 2009 Page
3

We believe your stated policy lacks the forward looking analysis that we would expect to see given the variability in the computation that is used as a basis for determining cash or share settlement.  Please revise your accounting or further explain to us how you have incorporated this forward looking analysis when evaluating whether this policy gives you a reasonable basis to believe that it is probable that the contract will be settled in cash (partial or whole settlement).

*  *  *  *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please file a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
any questions.
Sincerely,

Cicely LaMothe Branch Chief

Mail Stop 3010

September 18, 2009

 VIA USMAIL and FAX (720) 493-6549   Mr. Paul Beldin Senior Vice President and Chief Accounting Officer Apartment Investment & Management Company AIMCO Properties, L.P. 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009 File Nos. 001-13232 AIMCO Properties, L.P.
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009 File Nos. 000-24497

Dear Mr. Paul Beldin:
We have reviewed your response letters dated July 16, 2009 and have the following
additional comments.  Where indicated, we think you should revise your documents in response to these comments.   If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Financial Statements and Notes

 Consolidated Statements of Income, page F-4

 1. 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.

Paul Beldin
Apartment Investment & Management Company AIMCO Properties, L.P. September 18, 2009 Page
2
 Note 14 – Earnings Per Unit, page F-44

 2. We note for the purpose 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.

*  *  *  *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please file a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
any questions.
Sincerely,

Cicely LaMothe Branch Chief

CORRESP
1
filename1.htm

Correspondence

HOGAN & HARTSON LLP

875 Third Avenue

New York, NY 10022

July 16, 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 David Robertson and Paul Beldin on behalf of Apartment Investment and
Management Company (the “Company”), in a letter dated July 1, 2009. The Company’s response to the
Staff’s comment is set forth below and is numbered to correspond to the numbering of the Staff’s
comment 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. We continue to believe the
presentation of the impairment losses as part of operating income is appropriate. Given the
large amounts of your impairment losses, we are unable to agree with your materiality
analysis. Please revise your filing accordingly to reclass the provision for impairment
losses for operating real estate and real estate development assets within operating income
and tell us your consideration regarding any requirements to file an Item 4.02 8-K.

Response: The Company and its independent registered public accounting firm continue to believe
the classification of impairment losses for operating real estate and real estate development
assets are not material to an investor based on the quantitative and qualitative

United States Securities and Exchange Commission

July 16, 2009

Page 2 of 3

factors outlined in Staff Accounting Bulletin No. 99 (“SAB 99”). However, the Company notes that
the Staff believes that the presentation of impairment losses within operating income is
appropriate. Therefore, as confirmed in its prior correspondence with the Staff, the Company
intends to classify impairment losses for operating real estate and
real estate development assets as part
of operating income in future filings. The Company respectfully submits that for the reasons set
forth in its prior letters, and as further explained below, revising the Form 10-K for the year
ended December 31, 2008, should not be required and any reclassification of these amounts should be
limited to future filings.

I respectfully refer the Staff to a comment letter received by FelCor Lodging Trust Incorporated
(“FelCor”) on June 19, 2006 regarding FelCor’s Annual Report on Form 10-K for the year ended
December 31, 2005 (the “FelCor Letter”). In the FelCor Letter, the Staff stated: “We note you
classify impairment losses related to your hotel properties as a component of non-operating income
(loss) in your consolidated statements of operations. In future filings, please revise your
statement of operations to present impairment losses related to properties held for use as a
component of operating income (loss).” FelCor’s 2005 impairment loss was $263 million, or 224% of
operating income. Notwithstanding the obvious significance of the impairment loss to Felcor’s
operating income, the Staff did not request that Felcor’s historical results be restated.

In contrast to Felcor, the Company’s operating real estate impairment losses and impairment losses
on real estate development assets totaled approximately 56% of operating income. Consistent with
the approach taken with Felcor, the Company respectfully requests that the Company be permitted to
classify its impairment losses within operating income in future filings and not be required to
revise its Form 10-K for the year ended December 31, 2008. The Company does not believe the
judgment of a reasonable person relying on its financial statements would be changed or influenced
by the inclusion of the impairment losses in operating income versus non-operating income because
the impairment loss amounts can be determined from the face of the financial statements and
therefore, there is no concern that investors could be misled by the disclosure.

In addition, the Company examined Item 4.02(a) of Form 8-K in light of the anticipated
reclassification in future years and related circumstances. While the Company agrees to reclassify
the impairment losses within operating income in future filings, the Company has concluded that the
previously disclosed financial results could continue to be relied upon because the anticipated
reclassification does not affect its key performance indicators, in particular reported net income
and stockholder’s equity, for any previous years. The Company also consulted with its independent
auditors who informed the Company that they currently do not intend to deliver the notice contemplated by
Item 4.02(b) of Form 8-K. As a result, the Company concluded that no Form 8-K was required under
Item 4.02.

As noted above, the Company will present the impairment losses within operating income in the
future in accordance with the Staff’s request. However, the Company continues to believe that it
should not be required to restate prior year financial statements because (a) for the reasons
stated in the Company’s prior letters, the classification is not material, (b) the Company applied
the accounting principles in a manner that was intended to provide transparency to investors, (c)
the Company’s application of the accounting principles was
reviewed by its independent auditors and they did not object to the Company’s presentation of the

United States Securities and Exchange Commission

July 16, 2009

Page 3 of 3

impairment
losses and (d) restating prior results would be unduly disruptive in light of the
foregoing. Further, this approach is consistent with the Staff’s approach with regard to another
similarly situated registrant. If the Staff disagrees with this approach, I respectfully request
the opportunity to meet in person with representatives of the Company, its independent auditors and
with representatives from the Staff.

If you have further questions regarding the information provided, please contact me at (212)
918-8270 (phone) or (212) 918-3100 (facsimile).

    Sincerely,

    /s/ Amy Bowerman Freed

    Amy Bowerman Freed

    Hogan & Hartson LLP

    Cc:

    Lisa R. Cohn, Aimco

David Robertson, Aimco

Paul Beldin, Aimco

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

July 16, 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 and Gentlemen:

In connection with responding to comments raised by the Staff of the Securities and Exchange
Commission (the “Commission”) in a letter dated July 1, 2009, with respect to the above-referenced
Form 10-K for the year ended December 31, 2008, Apartment Investment and Management Company (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 need additional information, please contact the undersigned at (303) 691-4554 or David
Robertson, President, Chief Investment Officer and Chief Financial Officer, at (303) 691-4311.

    Sincerely,

    /s/ Paul Beldin

    Paul Beldin

Chief Accounting Officer

Mail Stop 3010

July 1, 2009

VIA USMAIL and FAX (720) 493-6549   Mr. Paul Beldin Senior Vice President and Chief Accounting Officer Apartment Investment & Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009
File Nos. 001-13232

Dear Mr. Paul Beldin:
We have reviewed your response letter dated June 2, 2009 and have the following
additional comment.  Where indicated, we think you should revise your documents in response to this comment.   If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.
Financial Statements and Notes

Consolidated Statements of Income, page F-4
 1. We have considered your response to comment one. We continue to believe the presentation of the impairment losses as a part of operating income is appropriate. Given the large amounts of your impairment losses, we are unable to agree with your materiality analysis.  Please revise your filing accordingly to reclass the provision for impairment losses for operating real estate and real estate development assets within operating income and tell us your consideration regarding any requirements to file an Item 4.02 8-K.

*  *  *  *

Paul Beldin
Apartment Investment & Management Company July 1, 2009 Page
2

As appropriate, please respond to this comment within 10 business days or tell us when
you will provide us with a response.  Please file a letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comment.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
any questions.
Sincerely,

Cicely LaMothe Branch Chief

CORRESP
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

June 2, 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 David Robertson and Paul Beldin on behalf of Apartment Investment and
Management Company (the “Company”), in a letter dated May 11, 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
comment 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 1. Given that the impaired operating
real estate is classified as held and used as of December 31, 2008, consistent with paragraph
25 of SFAS 144, presentation of the impairment losses as a part of operating income appears
appropriate. In addition, the provisions related to real estate held and used also apply to
real estate development assets. Reference is made to paragraph 24 of SFAS 67. Given that
these amounts are material, please revise your filing accordingly to reclass the provision for
impairment losses for operating real estate and real estate development assets within
operating income and consider the requirements to file an Item 4.02 8-K.

United States Securities and Exchange Commission

June 2, 2009

Page 2 of 5

Response: In addition to the considerations described in the Company’s response letter dated April
15, 2009, the Company would like to provide additional background regarding its business operations
that factored into its decision to classify impairment losses on real estate development assets
outside of operating income.

The Company was formed to engage in the acquisition, ownership, management and redevelopment of
apartment properties. At December 31, 2008, the Company owned an interest in or managed
approximately 1,000 real estate properties, with an ownership
interest in approximately 600 of these
properties. While redevelopment of properties has been a major activity for the Company, ground up
development has been limited to a handful of situations where development was required due to a
natural disaster, structural defects, or in two circumstances, a management determination to pursue
such an undertaking. The Company does not view the development projects as part of its core operating assets.

Redevelopment includes the enhancement of a property’s interior and exterior spaces, but typically
does not include the construction of new rentable units from the ground-up, as would be typical in
a development project. The Company believes redevelopment provides the opportunity to generate
comparable rents to newly developed properties with lower financial risk. These routine
redevelopment projects are completed in phases such that only portions of the property are
temporarily taken out of operations and the majority of the property continues to contribute to
operating income. Conversely, the real estate development assets at issue have not generated any
significant operating income since 2005.

Another differentiating factor between the real estate development assets and the operating real
estate is the allocation of the properties’ value between land and building. The majority of the
net book values of the real estate development assets prior to the impairments was attributable to
the underlying land; accordingly the impairments recognized were primarily of land value that would
not have been subject to depreciation in future periods.

Given the
FASB’s view in paragraph B54 of SFAS 144 that impairments are analogous to the acceleration of
depreciation or amortization related to long-lived assets that would otherwise have been reflected
in operating income, the Company does not believe the classification of a non-operating, primarily
non-depreciable real estate development asset impairment outside of operating income was
inconsistent with FASB’s intent.

Despite the considerations above, the Company acknowledges the guidance provided in SFAS 144
paragraph 25 and SFAS 67 paragraph 24.

Even if the Staff disagrees with the Company’s presentation of the impairment losses, the Company
does not believe that an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 or
a filing under Item 4.02 of Form 8-K are required. Both are
predicated on a conclusion that the classification difference is material. As noted below, although
the real estate development impairment losses are quantitatively significant, the Company does not
believe the classification difference is material to an investor when both quantitative and
qualitative factors are considered.

United States Securities and Exchange Commission

June 2, 2009

Page 3 of 5

SAB Topic 1M references the FASB’s explanation of materiality in Statement of Concepts No. 2 as
follows: “in light of the surrounding circumstances, the magnitude of the item is such that it is
probable that the judgment of a reasonable person relying upon the report would have been changed
or influenced by the inclusion or correction of the item.” Furthermore, the SEC Advisory Committee
on Improvements to Financial Reporting indicated in its final report that “consideration should be
given to both qualitative and quantitative factors that would be important to the reasonable
investor, although we acknowledge that there will probably be more times when qualitative
considerations will result in a small error being considered material than they will result in a
large error being considered not to be material. Therefore, we recommend that the existing
materiality guidance be enhanced to clarify that the total mix of information available to
investors should be the main focus of a materiality judgment and that qualitative factors are
relevant in analyzing the materiality of all errors. We view this recommendation as a modest
clarification of the existing guidance to conform practice to the standard established by the
Supreme Court and not a major revision to the concepts and principles embodied in existing SEC
staff guidance in SAB Topic 1M.”

The Company does not believe the judgment of a reasonable person relying on its financial
statements would be changed or influenced by the inclusion of the impairment losses in operating
income versus non-operating income. This conclusion is based on factors outlined in Staff
Accounting Bulletin No. 99 and included consideration of the following:

    Ø

    The classification of impairment losses outside of operating income has no effect on
the reported loss from continuing operations or net income amounts reported in the
Company’s statement of income for the year ended December 31, 2008. Furthermore, such
classification does not affect the related amounts attributable to common stockholders
on a gross or per share basis.

    Ø

    The nature and amounts of the impairment losses are disclosed in Note 2 and Note 5
to the consolidated financial statements in Item 8 of the Company’s Annual Report on
Form 10-K as well as within Management’s Discussion and Analysis of Financial Condition
and Results of Operations in Item 7 of the Annual Report on Form 10-K.

    Ø

    Investor questions and inquiries received by the Company’s Investor Relations
department historically have focused on income from continuing operations, net income
and Funds from Operations, or FFO. None of these metrics are affected by the
classification of impairment losses.

    Ø

    Investors were aware of the nature and the amounts of the impairments on real estate
development assets for approximately one month prior to the filing of the Annual Report
on Form 10-K. The Company announced these impairment losses through a press release
issued on January 28, 2009 and filed a Form 8-K including those disclosures on the same
day.

    Ø

    In the current economic environment, real estate company analysts and investors are
placing a heavy emphasis on liquidity. The sharp declines in market value for some real
estate companies have been exacerbated based on perceptions about their liquidity and
ability to repay or refinance debt maturities in the near term. The classification of
the impairment losses has no effect on the Company’s liquidity nor does it impact debt
covenant compliance ratios or any other regulatory or contractual requirements.

United States Securities and Exchange Commission

June 2, 2009

Page 4 of 5

    Ø

    The classification of impairment losses outside of operating income was not an
intentional act by the Company’s management to mislead investors. As noted above, the
Company believed inclusion in operating income of impairment losses on real estate
development assets that do not generate appreciable operating income or expense would
make it more difficult for the Company’s investors to understand the Company’s core
business of acquiring, operating, managing and redeveloping apartment properties.

    Ø

    The classification of these impairment losses does not hide a failure to meet
analysts’ consensus expectations for the Company. The Company did not meet fourth
quarter or full year 2008 earnings or FFO targets in part based on these impairments.
The Company clearly communicated the nature and amounts of the impairments both in its
earnings release as well as through disclosure in its Annual Report on Form 10-K.

    Ø

    The classification of these impairment losses does not mask a change in earnings or
other trends. As noted above, operating income as presented in the Company’s
consolidated statements of income is not a performance measure on which investors or
analysts focus.

    Ø

    The classification of the impairment losses does not affect the measurement of
performance for purposes of determining management’s incentive based compensation.

    Ø

    The classification of these impairment losses does not change a loss into income or
vice versa for any annual period or separately reported quarterly period, with the
exception of the fourth quarter 2008, for which the classification of the impairment
losses in operating income would have resulted in operating income changing from income
to a loss. However, as noted in the third consideration bullet above, operating income
has not been an area of focus by the Company’s investors.

    Ø

    The classification of the impairment losses does not conceal or otherwise relate to
an unlawful transaction.

    Ø

    The classification of these impairment losses does not affect reported segment
operating results as the Company does not include impairment losses in its measure of
segment operating performance.

In light of the qualitative considerations above, the Company does not believe the classification
of the impairment losses is material to a reasonable investor. Based on this view, the Company
does not believe its financial statements are materially misstated and therefore believes a revised
filing is unnecessary.

Notwithstanding the foregoing, if the Staff continues to believe that impairment losses for the
Company’s three real estate development assets should be classified within operating income, the
Company hereby confirms that in future filings it will adjust its presentation of impairment losses
to classify these amounts within operating income.

     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.

United States Securities and Exchange Commission

June 2, 2009

Page 5 of 5

     If you have further questions regarding the information provided, please contact David
Robertson, President, Chief Investment Officer and Chief Financial Officer, at (303) 691-4311
(phone) or (303) 300-3276 (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

David Robertson, Aimco

Mail Stop 3010

May 11, 2009

VIA USMAIL and FAX (720) 493-6549   Mr. Paul Beldin Senior Vice President and Chief Accounting Officer Apartment Investment & Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009
File Nos. 001-13232

Dear Mr. Paul Beldin:
We have reviewed your response letter dated April 15, 2009 and have the following
additional comment.  Where indicated, we think you should revise your documents in response to this comment.   If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes
 Consolidated Statements of Income, page F-4

1. We have considered your response to comment 1.   Given that the impaired operating real estate is classified as held and used as of December 31, 2008, consistent with paragraph 25 of SFAS 144, presentation of the impairment losses as a part of operating income appears appropriate.   In addition, the provisions related to real estate held and used also apply to real estate development assets.   Reference is made to paragraph 24 of SFAS 67.   Given that these amounts are material, please revise your filing accordingly to reclass the provision for impairment losses for operating real estate and real estate development assets within operating income and consider the requirements to file an Item 4.02 8-K.

Paul Beldin
Apartment Investment & Management Company May 11, 2009 Page
2

*  *  *  *

As appropriate, please respond to this comment within 10 business days or tell us when
you will provide us with a response.  Please file a letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comment.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
any questions.
Sincerely,

Cicely LaMothe Branch Chief

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

April 15, 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 Thomas M. Herzog on behalf of Apartment Investment and Management
Company (the “Company”), in a letter dated April 2, 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 comment
in the Staff’s letter.

*     *     *     *     *

Financial Statements and Notes

Consolidated Statements of Income, page F-4

    1.

    Comment: Reference is made to the presentation of your provision for impairment losses below
operating income. Please advise us of your consideration of paragraph 25 of SFAS 144. In
addition, please clarify your basis for including losses on notes receivable below operating
income.

Response: The Company’s consolidated statements of income include provisions for three types of
impairment losses: losses on notes receivable; impairment losses on operating real estate; and
impairment losses on real estate development assets.

United States Securities and Exchange Commission

April 15, 2009

Page 2 of 2

The Company includes losses on notes receivable below operating income to be consistent with the
presentation of interest income earned on notes receivable, which is included in non-operating
income in accordance with Rule 5-03 item 7 of Regulation S-X.

In assessing the classification of losses on real estate, the Company considered paragraph 25 of
SFAS 144 as well as the related basis for conclusions in paragraph B54, noting the FASB viewed
impairments as analogous to acceleration of depreciation or amortization related to long-lived
assets that would otherwise have been reflected in operating income over the remaining life or
holding period of the asset. The Company agrees with this conclusion related to impairments
recognized on assets anticipated to be held on a long-term basis, for which the impairment does
result in an acceleration of depreciation. However, the impairments recognized by the Company
resulted from operating real estate assets that are likely candidates for sale in the near term,
but that do not otherwise meet the SFAS 144 criteria to be classified as held for sale. Because
these assets are likely candidates for sale, the Company would not expect a corresponding amount of
depreciation to be recognized in its financial statements. The Company considers the impairments
more akin to recognizing a loss on the sale of the asset on an accelerated basis, which is a
different circumstance from the consideration provided in paragraph B54. Accordingly, the Company
believes the inclusion in operating income of such impairment losses would not be appropriate.

Real estate development assets include properties in the process of development that are neither
generating operating income nor subject to depreciation. As these development properties do not
affect operating income, the Company does not include related impairment losses in operating
income.

     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 Paul Beldin,
Senior Vice President and Chief Accounting Officer, at (303) 691-4554 (phone) or (720) 493-6549
(facsimile), or me at (303) 691-4311 (phone) or (303) 300-3276 (facsimile). In addition, in the
event of additional correspondence on this matter or correspondence on any future matter from the
Staff, please include Mr. Beldin as an addressee.

    Sincerely,

/s/ David Robertson

David Robertson

President, Chief Investment Officer and Chief

Financial Officer

    Cc:

    Lisa R. Cohn

    Paul Beldin

Mail Stop 4561

     April 2, 2009

 VIA USMAIL and FAX (303) 759 - 3226   Mr. Thomas M. Herzog Vice President and Chief Financial Officer Apartment Investment & Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
Re: Apartment Investment & Management Company
  Form 10-K for the year ended 12/31/2008
Filed 2/27/2009 File Nos. 001-13232
 Dear Mr. Thomas M. Herzog:
We have reviewed your filing and have the following comment.  We have limited
our review to only the issues addressed below and will make no further review of your
document.  As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required
pursuant to the Securities Exchange Act of 1934.
 Where indicated, we think you should revise  your document in response to this
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosures in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Thomas M. Herzog
Apartment Investment & Management Company
April 2, 2009 Page 2  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Financial Statements and Notes

 Consolidated Statements of Income, page F-4

1. Reference is made to the presentation  of your provision for impairment losses
below operating income.  Please advise us  of your consideration of paragraph 25
of SFAS 144.  In addition, please clarify your basis for including losses on notes
receivable below operating income.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information.
Detailed response letters great ly facilitate our review.  Please understand that we may
have additional comments after revi ewing your response to our comment.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  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.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• 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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Thomas M. Herzog
Apartment Investment & Management Company April 2, 2009 Page 3   You may contact Wilson K. Lee, at (202) 551-3468 or me, at (202) 551-3413 if
you have questions.                Sincerely,
     Cicely LaMothe      Branch Chief

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

4582 South Ulster Street Parkway

Suite 1100

Denver, Colorado 80237

February 21, 2007

BY EMAIL AND EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, D.C. 20002

Attn: Mr. Michael Pressman

    RE:

    VMS National Properties Joint Venture

    Amendment No. 4 to Registration Statement on

         Form S-4 (File No. 333-136801)

    Filed January 31, 2007

    Acceleration Request

Ladies and Gentlemen:

     Pursuant to Rule 461
 under the Securities Act of 1933, Apartment Investment and Management
Company and AIMCO Properties, L.P. (the “Issuers”) hereby request the Securities and Exchange
Commission to accelerate the effective date of the above-referenced Registration Statement and
declare the Registration Statement, as then amended, effective as of 3:00 p.m., Washington, D.C.
time, on February 21, 2007 or as soon thereafter as practicable. The Issuers also request the
Commission to specifically confirm such effective date and time to the Issuers in writing.

     The Issuers acknowledge
 that (i) should the Commission or the staff of the Commission, acting
pursuant to delegated authority, declare the filing effective, such declaration does not foreclose
the Commission from taking any action with respect to the filing; (ii) the action of the Commission
or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Issuers from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (iii) the Issuers may not assert 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. No underwriters or other broker-dealers are participating in the
distribution of the securities being registered, and the Issuers have distributed no copies of any
preliminary disclosure statement-prospectus.

    Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

    By:
    /s/ Harry G. Alcock

    Name:
    Harry G. Alcock

    Title:
    Executive Vice President and Chief

Investment Officer

    AIMCO PROPERTIES, L.P.

    By:
    AIMCO-GP, INC., its General Partner

    By:
         /s/ Harry G. Alcock

    Name:
    Harry G. Alcock

    Title:
    Executive Vice President and Chief

Investment Officer

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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO PROPERTIES, L.P.

4582 South Ulster Street Parkway

Suite 1100

Denver, Colorado 80237

February 8, 2007

BY EMAIL AND EDGAR

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, D.C. 20002

Attn: Mr. Michael Pressman

    RE:

    VMS National Properties Joint Venture

    Amendment No. 4 to Registration Statement on

         Form S-4 (File No. 333-136801)

    Filed January 31, 2007

    Acceleration Request

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, Apartment Investment and Management
Company and AIMCO Properties, L.P. (the “Issuers”) hereby request the Securities and Exchange
Commission to accelerate the effective date of the above-referenced Registration Statement and
declare the Registration Statement, as then amended, effective as of 11:00 a.m., Washington, D.C.
time, on February 13, 2007 or as soon thereafter as practicable. The Issuers also request the
Commission to specifically confirm such effective date and time to the Issuers in writing.

     The Issuers acknowledge that (i) should the Commission or the staff of the Commission, acting
pursuant to delegated authority, declare the filing effective, such declaration does not foreclose
the Commission from taking any action with respect to the filing; (ii) the action of the Commission
or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Issuers from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (iii) the Issuers may not assert 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. No underwriters or other broker-dealers are participating in the
distribution of the securities being registered, and the Issuers have distributed no copies of any
preliminary disclosure statement-prospectus.

February 8, 2007

Page 2

    Sincerely,

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

    By:
    /s/ Harry G. Alcock

    Name:
    Harry G. Alcock

    Title:
    Executive Vice President and Chief

Investment Officer

    AIMCO PROPERTIES, L.P.

    By:
    AIMCO-GP, INC., its General Partner

    By:
         /s/ Harry G. Alcock

    Name:
    Harry G. Alcock

    Title:
    Executive Vice President and Chief

Investment Officer

Mail Stop 4561
August 30, 2006

Harry G. Alcock
Executive Vice President and Chief Investment Officer
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237

Re: Apartment Investment and Management Company AIMCO Properties, L.P.
Form S-4
Registration No. 333-136801
Filed on August 22, 2006

Dear Mr. Alcock:

As you know, we are reviewing the Schedule 13E-3 filed by VMS National Properties
Joint Venture et al. on August 22, 2006.  We will not be in a position to declare your registration
statement effective until we have cleared the Schedule 13E-3.

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 all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  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 the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting pursuan t to delegated authority, declare the filing
effective, it does not foreclose the Commission 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

Harry G. Alcock
Apartment Investment and Management Company
August 30, 2006 Page 2

‚ the company may not assert staff comments and 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.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

If you have any questions, please call David H. Roberts at (202) 551-3856 or the
undersigned at (202) 551-3780.

Sincerely,

Karen J. Garnett
Assistant Director

cc: Gregory M. Chait, Esq. ( via facsimile )