IRVINE APARTMENT COMMUNITIES INC, SC 13D/A, 1997-12-22

IRVINE APARTMENT COMMUNITIES INC
SC 13D/A, 1997-12-22
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)

IRVINE APARTMENT COMMUNITIES, INC.
(NAME OF ISSUER)

COMMON STOCK
$.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

463606-10
(CUSIP NUMBER)

MICHAEL D. MCKEE, ESQ.
THE IRVINE COMPANY
550 NEWPORT CENTER DRIVE
NEWPORT BEACH, CA
TEL. NO.: (714) 720-2333
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)

DECEMBER 17, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF
THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]

Check the following box if a fee is being paid with this statement: [ ]

<PAGE> 2

CUSIP No. 46360610 SCHEDULE 13D Page 2 of 25 Pages

(1) NAME OF REPORTING PERSON
The Irvine Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3177751
---------------------------------------------------------------------

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC USE ONLY

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

---------------------------------------------------------------------

(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
---------------------------------------------------------------------

(7) SOLE VOTING POWER
NUMBER OF 26,021,784
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY =0=(See Item 5)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 26,021,784
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
=0=(See Item 5)
--------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,021,784
---------------------------------------------------------------------

(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

---------------------------------------------------------------------

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.6%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)

2
<PAGE> 3

CUSIP No. 46360610 SCHEDULE 13D Page 3 of 25 Pages

(1) NAME OF REPORTING PERSON
TIC Investment Company A
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-0713216
---------------------------------------------------------------------

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC USE ONLY

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

---------------------------------------------------------------------

(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------------------------------------------------------

(7) SOLE VOTING POWER
NUMBER OF =0=(See Item 5)
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY =0=(See Item 5)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH =0=(See Item 5)
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
=0=(See Item 5)
--------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,502,105
---------------------------------------------------------------------

(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

---------------------------------------------------------------------

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)

3
<PAGE> 4

CUSIP No. 46360610 SCHEDULE 13D Page 4 of 25 Pages

(1) NAME OF REPORTING PERSON
TIC Investment Company C
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-0713816
---------------------------------------------------------------------

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC USE ONLY

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

---------------------------------------------------------------------

(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,925,799
---------------------------------------------------------------------

(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

---------------------------------------------------------------------

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SECX 1746 (9-88)

4
<PAGE> 5

CUSIP No. 46360610 SCHEDULE 13D Page 5 of 25 Pages

(1) NAMES OF REPORTING PERSON
TIC Investment Company D
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-0713817
---------------------------------------------------------------------

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC USE ONLY

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

---------------------------------------------------------------------

(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,333
---------------------------------------------------------------------

(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

---------------------------------------------------------------------

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)

5
<PAGE> 6

CUSIP No. 46360610 SCHEDULE 13D Page 6 of 25 Pages

(1) NAME OF REPORTING PERSON
Donald L. Bren
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
---------------------------------------------------------------------

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]

---------------------------------------------------------------------

(3) SEC USE ONLY

---------------------------------------------------------------------

(4) SOURCE OF FUNDS*
FF
---------------------------------------------------------------------

(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

---------------------------------------------------------------------

(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
---------------------------------------------------------------------

(7) SOLE VOTING POWER
NUMBER OF 183,325
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY =0=
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 183,325
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
=0=
--------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,325
---------------------------------------------------------------------

(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]

---------------------------------------------------------------------

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)

6
<PAGE> 7

This Amendment No. 9 to Schedule 13D amends and restates the Schedule
13D dated April 29, 1997, as previously amended (as so amended, the "Schedule
13D").

ITEM 1. SECURITY AND COMPANY.

The class of equity securities to which this statement relates is the
Common Stock, $.01 par value per share (the "Shares"), of Irvine Apartment
Communities, Inc., a Maryland corporation (the "Company"). The Company is the
successor to Irvine Apartment Communities, Inc., a Delaware corporation (the
"Delaware Company"), which merged with and into the Company on May 2, 1996. All
references herein to the Company are deemed to be references to the Delaware
Company, where such references relate to dates prior to May 2, 1996. The
principal executive offices of the Company are located at 550 Newport Center
Drive, Suite 300, Newport Beach, CA 92660.

ITEM 2. IDENTITY AND BACKGROUND.

This Schedule 13D is being filed by: The Irvine Company, a Michigan
corporation ("TIC"); TIC Investment Company A, a California general partnership
("TICICA"); TIC Investment Company C, a California general partnership
("TICICC"); TIC Investment Company D, a California general partnership
("TICICD") and Mr. Donald Bren.

TIC is the owner and developer of the Irvine Ranch, a 90 square mile
parcel of land located in central Orange County in Southern California. TIC's
principal business consists of the ownership, development, management and
leasing of real estate on the Irvine Ranch. TIC is a limited partner of Irvine
Apartment Communities, L.P., a Delaware limited partnership (the "Operating
Partnership"), of which the Company is the sole general partner. TIC, directly
or indirectly, owned Irvine Affordable Housing, Inc. ("IAH") and the seven
limited partnerships and one general partnership that, together with TIC,
contributed in December 1993 properties (or, in one case, a 99% general and
limited interest in a limited partnership that owns a property) to the Operating
Partnership in exchange for limited partnership units ("L.P. Units") in the
Operating Partnership. TIC is currently the sole general partner of two such
limited partnerships (the "Limited Partnerships"). On June 30, 1995 the other
five limited partnerships were liquidated and the L.P. Units owned by them were
transferred to TIC. TIC and one of its wholly-owned subsidiaries were the
general partners of the general partnership which on June 24, 1996 was
liquidated and the L.P. Units owned by it were transferred to TIC. TIC was also
the sole shareholder of Irvine Lease Co., Inc. ("ILCI"), which purchased
1,500,000 L.P. Units on August 9, 1995 as more fully disclosed in Item 3 below,
and also purchased 2,105 additional L.P. Units on May 30, 1996. The L.P. Units
owned by ILCI were transferred to TICICA on June 21, 1996. Together, TIC,
TICICA, TICICC, TICICD, the Limited Partnerships and TIC Investment Company B, a
California general partnership ("TICICB") (see item 3 below), (See item 3
below), own 98.5% of the limited partnership interests in the Operating
Partnership, representing a 54.7% interest in the Operating Partnership. The
address of the principal business and the principal office of TIC is 550 Newport
Center Drive, Newport Beach, CA 92660.

TIC is the managing general partner (holding a 99% partnership interest)
of each of TICICA, TICICB, TICICC, TICICD and the Limited Partnerships. DBIAC
Investment Company, a California corporation ("DBIAC"), holds the remaining 1%
general partnership interest of each of TICICA, TICICB, TICICC, TICICD and the
Limited Partnerships. The sole shareholder of DBIAC is the Donald L. Bren Trust,
dated June 26, 1987, as amended, of which Mr. Donald Bren is the sole trustee.
The principal business of each of TICICA and TICICC is to acquire, hold title to
and/or lease real or personal property in Orange County, California. The address
of the principal executive offices and principal business of each of TICICA and
TICICC is 550 Newport Center Drive, Newport Beach, CA 92660.

Information as to each executive officer and director of TIC is set
forth in Schedule A attached hereto, which is incorporated herein by reference.
Information as to each executive officer and director of DBIAC is set forth in
Schedule B attached hereto, which is incorporated herein by reference.

<PAGE> 8

Mr. Bren is the Chairman of the Board and the President, as well as the
sole shareholder, of TIC. Mr. Bren is also the Chairman of the Board of the
Company. Mr. Bren directly owns Shares and is the sole shareholder of each
member of a limited liability company unaffiliated with TIC (the "LLC") that
owns L.P. Units. Mr. Bren disclaims beneficial ownership of the Shares and the
L.P. Units directly or indirectly owned by TIC, TICICA, TICICB, TICICC, TICICD,
the Limited Partnerships, the LLC and DBIAC.

During the last five years, neither Mr. Bren, TIC, TICICA, TICICC nor
any other person controlling TIC, TICICA or TICICC nor, to the best of their
knowledge, any of the persons listed on Schedule A or Schedule B attached
hereto, nor any person listed in Item 5 or the footnotes thereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

In December 1993, TIC directly transferred certain rental apartment
communities (or, in one case, a 99% general and limited partnership interest in
a limited partnership that owns a property) to the Operating Partnership in
exchange for 15,784,000 L.P. Units.

In December 1993, TIC, acting as the general partner of the Limited
Partnerships and one general partnership, transferred certain rental apartment
communities to the Operating Partnership in exchange for 1,304,000 L.P. Units.
On June 24, 1996, the general partnership was liquidated and the 160,000 L.P.
Units owned by it were transferred to TIC. Upon such liquidation and transfer,
the general partnership ceased to be a limited partner of the Operating
Partnership.

In December 1993, IAH, acting as the general partner of five limited
partnerships transferred certain rental apartment communities in exchange for
1,359,000 L.P. Units. On June 30, 1995, such limited partnerships were
liquidated and the 1,359,000 L.P.
Units were transferred to TIC.

The foregoing December 1993 transactions were conducted in connection
with the creation of an umbrella partnership real estate investment trust (an
"UP-REIT") as described in greater detail in the Prospectus forming a part of
the Form S-11 Registration Statement (File No. 33-68830) of the Company filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended.

In March 1995, in connection with TIC's sale, through IAH, of an
apartment community land site to the Operating Partnership pursuant to the Land
Rights Agreement (as defined in Item 6), TIC, through IAH, received, upon
consummation of the sale, as payment of the purchase price by the Operating
Partnership, 336,432 L.P. Units. In November 1995 and March 1996, in connection
with TIC's sale, through IAH, of an apartment community land site to the
Operating Partnership pursuant to the Land Rights Agreement, TIC, through IAH,
received, upon consummation of the sale, as partial payment of the purchase
price by the Operating Partnership, 113,372 L.P. Units and 28,358 L.P. Units,
respectively. In each case, the number of L.P. Units payable to TIC was equal to
the purchase price in dollars divided by the average of the closing prices of
the Common Stock on the New York Stock Exchange ("NYSE") for the 10 trading days
immediately preceding the closing date of the applicable sale. The 478,162 L.P.
Units owned by IAH were transferred to TICICB in June 1996.

On August 9, 1995, the Company sold 5,175,000 Shares to a group of
underwriters at a price of $16.305 per Share (net of the underwriting discount)
in an underwritten public offering (the "Offering"). The Company contributed the
net proceeds of the Offering of $84,378,375 to the Operating Partnership. On the
same date, TIC, exercising its right pursuant to the Partnership Agreement to
make an additional capital contribution to the Operating Partnership, made a
contribution of $25,875,000 to the

<PAGE> 9

Operating Partnership through its wholly-owned subsidiary ILCI, for which ILCI
received 1,500,000 L.P. Units. For the purpose of calculating adjusted ownership
interests in the Operating Partnership pursuant to the Partnership Agreement,
such contribution was reduced to $24,457,500 (by deducting an amount equal to
the underwriting discount that would have been applicable to Shares if such
contribution had been used to acquire Shares in the Offering). On June 21, 1996,
such 1,500,000 L.P. Units together with an additional 2,105 L.P. Units owned by
ILCI were transferred to TICICA.

On July 3, 1996, the Company sold 1,490,700 Shares directly to a group
of institutional investors at a price of $20.125 per Share (the "Direct Sale").
The Company contributed the net proceeds of the Direct Sale of $30,000,337.50 to
the Operating Partnership. On the same date, TIC, exercising its right pursuant
to the Partnership Agreement to make an additional capital contribution to the
Operating Partnership, made a contribution of $30,000,337.50 to the Operating
Partnership through TICICC, for which TICICC received 1,490,700 L.P. Units.

On July 30, 1996, December 23, 1996, February 10, 1997, October 21, 1997
and December 16, 1997, TICICD sold apartment community land sites to the
Operating Partnership pursuant to the Land Rights Agreement. TICICD received as
payment of the purchase price 115,544, 244,657, 313,439, 179,433 and 332,060
L.P. Units, respectively, which in each case was equal to the purchase price in
dollars divided by the average of the closing prices of the Common Stock on the
NYSE for the ten trading days immediately preceding the closing date of the
applicable sale.

TICICC has made the following purchases of L.P. Units pursuant to
proportional purchase rights under the Partnership Agreement (as defined herein)
and the Miscellaneous Rights Agreement, dated March 20, 1996, between the
Company, the Operating Partnership and TIC, as amended (the "Miscellaneous
Rights Agreement"), triggered by activity under the Company's Dividend
Reinvestment and Additional Cash Investment Plan (the "DRIP Plan"):

Date Number of Units Price Per Unit
---- --------------- --------------
<S> <C> <C>
8/30/96 7,330 $ 22.112
307 22.563

11/27/96 5,939 23.398
170 23.875

2/28/96 5,981 26.338
240 26.875

5/30/97 6,162 27.318
200 27.875

8/29/97 6,379 28.083
938 28.656

11/26/97 6,099 30.442
1,160 31.063
</TABLE>

On February 20, 1997, the Company sold 1,150,000 shares to a group of
underwriters at a price of $26.06 per Share (net of the underwriting discount)
in an underwritten public offering (the "Secondary Offering"). The Company
contributed the net proceeds of the Secondary Offering of $29,969,000 to the
Operating Partnership. On the same date, TIC, exercising its right pursuant to
the Partnership Agreement to make an additional capital contribution to the
Operating Partnership, made a contribution of $36,332,695.64 to the Operating
Partnership through TICICC, for which TICICC received 1,394,194 L.P. Units at a
price of $26.06 per L.P. Unit.

On March 14, 1997, TIC announced that its board of directors had
authorized the purchase of up to 1.2 million Shares from time to time in the
open market or in negotiated transactions over an indefinite period of time,
depending on market conditions and other factors. TIC, as of April 29, 1997,
completed its purchase of an

<PAGE> 10

aggregate of 1.2 million Shares for an aggregate purchase price of $33,274,675
(before the payment of commissions) in the open market on the dates, in the
amounts and at the prices per Share described below:
<TABLE>
<CAPTION>

Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
3/21/97 10,000 $ 28.500
10,000 28.375

3/25/97 20,000 28.375
24,000 28.250
15,000 28.125
11,000 28.000

3/26/97 10,000 28.250
57,400 28.125

3/27/97 32,000 28.375
20,000 28.250

3/31/97 20,000 28.375

4/01/97 50,000 28.375

4/02/97 110,000 28.500
87,000 28.375

4/03/97 183,000 28.250

4/04/97 105,000 28.000

4/10/97 10,000 27.625

4/11/97 10,000 27.500

4/28/97 30,000 26.500

4/29/97 385,600 28.250
</TABLE>

On September 19, 1997, TIC announced that its board of directors had
authorized the purchase of as many as 1 million additional Shares from time to
time in the open market or in negotiated transactions over an indefinite period
of time, depending on market conditions and other factors. TIC, from October 23,
1997 and the date hereof, has purchased an aggregate of 250,000 Shares for an
aggregate purchase price of $7,728,062 (before the payment of commissions) in
the open market on the dates, in the amounts and at the prices per Share
described below:

Trade Number of Price Per
Date Shares Share
---- ------ -----

10/23/97 5,000 $ 30.4375

10/24/97 10,000 30.5000
10,000 30.4375

10/27/97 5,000 30.3125
5,000 30.2500

10/28/97 15,000 29.5000

11/5/97 5,000 31.0000

11/7/97 10,000 31.5000

11/13/97 20,000 31.5000

<PAGE> 11

Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
11/18/97 60,000 31.0000

12/9/97 50,000 31.0000

12/17/97 30,000 31.0625

12/18/97 25,000 31.0625
</TABLE>

TIC has made the following purchases of Shares pursuant to the DRIP
Plan:

Date Number of Shares Plan Purchase Price
---- ---------------- -------------------

<S> <C> <C>
9/4/97* 1,000 $28.083
28.083

9/5/97* 3,000 28.083
3,000 28.083
1,023 28.083

9/8/97* 4,000 28.083
4,000 28.083

11/26/97 15,606 30.442
</TABLE>

- ----------
* These purchases were made on the open market by TIC's broker on behalf
of TIC as automatic investments of dividends at the guaranteed Plan
Purchase Price of $28.083 per Share (as unsolicited orders).

Also, TIC has made the following purchases of Shares pursuant to
proportional purchase rights under the Partnership Agreement and the
Miscellaneous Rights Agreement, triggered by activity under the DRIP Plan:

Date Number of Shares Price Per Share
---- ---------------- ---------------
<S> <C> <C>
8/29/97 748 $28.083
110 28.656

11/26/97 754 30.442
144 31.063

</TABLE>

On December 1, 1997, the LLC sold an apartment community land site to
the Operating Partnership and received 305,707 L.P. Units as the purchase price.

Subject to the terms of the Partnership Agreement (defined below in Item
4) and certain ownership limit provisions set forth in the Articles of Amendment
and Restatement of the Company (as amended by Articles of Merger dated May 2,
1996, the "Articles of Incorporation"), the outstanding L.P. Units of the
Operating Partnership are exchangeable for Shares at an exchange ratio of one
Share for each L.P. Unit, subject to adjustment as set forth in the Partnership
Agreement. Pursuant to an agreement with the NYSE, in connection with the
listing of the Shares, TIC, TICICB and TICICD agreed, pursuant to the agreements
dated May 2, 1996, December 23, 1996 and February 10, 1997, not to convert an
aggregate of 405,456 units into Shares without the approval of the Company's
stockholders. The Company's shareholders approved the transferability and
ability to exchange such L.P. Units at the Company's 1997 Annual Meeting of
Shareholders.

ITEM 4. PURPOSE OF TRANSACTION.

<PAGE> 12

TIC acquired its Shares and the L.P. Units that are exchangeable into
Shares for investment purposes.

In each of January 1995, October 1995 and February 1996, the Board of
Directors of the Company approved the acquisition by the Operating Partnership
of an apartment community land site from TIC pursuant to the Land Rights
Agreement. The sale of the sites closed in March 1995, November 1995 and March
1996, respectively. The net cash purchase price for the site sold in March 1995
was $5,418,381 and was paid by the Operating Partnership in L.P. Units. The net
cash purchase price for the sites sold in November 1995 and March 1996 was
$4,190,000 and $2,519,000, respectively, and was paid by the Operating
Partnership in part through the issuance of L.P. Units. In each case, the number
of L.P. Units received by TIC, through IAH, was determined as provided in Item 3
above. All such L.P. Units owned by IAH were transferred to TICICB in June 1996
as provided in Item 2 above. Upon such transfer, IAH ceased to be a limited
partner of the Operating Partnership.

On June 30, 1995 the five limited partnerships of which IAH was the sole
general partner were liquidated and the 1,359,000 L.P. Units owned by such
limited partnerships were transferred to TIC. Upon such liquidation and
transfer, such limited partnerships ceased to be limited partners of the
Operating Partnership.

On August 9, 1995 and May 30, 1996, upon the receipt by the Operating
Partnership of the capital contribution from ILCI, ILCI received a limited
partner unit certificate representing 1,500,000 L.P. Units and 2,105 L.P. Units,
respectively. ILCI was admitted as an additional limited partner of the
Operating Partnership on August 9, 1995. ILCI acquired all such L.P. Units,
which are exchangeable for Shares on a one-for-one basis, for investment
purposes. All such L.P. Units were transferred to TICICA on June 21, 1996,
TICICA was admitted to the Operating Partnership as a Substitute Limited Partner
and ILCI ceased to be a limited partner of the Operating Partnership. TICICA
acquired such L.P. Units for investment purposes.

On July 3, 1996, upon the receipt by the Operating Partnership of the
capital contribution from TICICC, TICICC received a limited partner unit
certificate representing 1,490,700 L.P. Units and was admitted as an additional
limited partner of the Operating Partnership. TICICC acquired such L.P. Units,
which are exchangeable for Shares on a one-for-one basis, for investment
purposes.

Similarly, on February 20, 1997, upon the receipt by the Operating
Partnership of the capital contribution from TICICC, TICICC received a limited
partner unit certificate representing 1,394,194 L.P. Units. TICICC acquired such
L.P. Units, which are exchangeable for shares on a one-for-one basis, for
investment purposes, and TICICC acquired all L.P. Units that are exchangeable
for Shares (acquired pursuant to proportional purchase rights triggered by the
DRIP Plan) for investment purposes.

The LLC acquired its 305,707 L.P. Units for investment purposes.

On December 1, 1993, TIC, directly and as general partner of certain
limited partnerships and one general partnership, and IAH as general partner of
certain limited partnerships (collectively, the "TIC Entities"), entered into an
Amended and Restated Agreement of Limited Partnership of Irvine Apartment
Communities, L.P. with the Company dated as of that date (as amended, the
"Partnership Agreement"). In accordance with the Partnership Agreement and as
described in Item 3, the TIC Entities effected the transfer of certain rental
apartment communities to the Operating Partnership in exchange for an aggregate
of 18,447,000 L.P. Units. Copies of the Partnership Agreement and all amendments
thereto are filed as exhibits hereto and are incorporated herein by reference.
The description herein of the Partnership Agreement is qualified in its entirety
by reference thereto.

The Company, as the sole general partner of the Operating Partnership,
has unilateral control over the management, operation and business of the
Operating Partnership including the ability to cause the Operating Partnership
to enter into certain major transactions including acquisitions, refinancings
and the selection of

<PAGE> 13

property managers and any changes in the Operating Partnership's distribution
policies. The Board of Directors of the Company manages the affairs of the
Operating Partnership.

Pursuant to the Miscellaneous Rights Agreement, TIC has the right to
nominate three persons to the Board of Directors of the Company so long as TIC,
its affiliates, the stockholders of TIC and their affiliates or immediate family
members beneficially own at least 20% of the Shares of the Company (including
for these purposes Shares issuable upon exchange of L.P. Units). In the event
that this ownership falls below 20% but is at least 15%, TIC will have the right
to nominate two persons for election to the Board of Directors, and if this
ownership falls below 15% but is at least 10%, TIC will have the right to
nominate one person for election to the Board of Directors. A copy of the
Miscellaneous Rights Agreement, along with all amendments thereto, is filed
herewith and is incorporated herein by reference. The description herein of the
Miscellaneous Rights Agreement is qualified in its entirety by reference
thereto.

Pursuant to the above, three TIC nominees have been elected to the
Company's nine member Board of Directors. Pursuant to Section 3.4 of the
Miscellaneous Rights Agreement, the Company agrees not to increase the size of
the Board of Directors to more than ten persons or to decrease the size of the
Board of Directors to less than eight persons without the written consent of
Irvine Persons (as defined therein) then owning, directly or indirectly, Shares
or L.P. Units. Pursuant to Article Ninth of the Articles of Incorporation and
Article III of the Company's Amended By-laws (the "Amended By-laws"), the
consent of directors representing more than 75% of the entire Board of Directors
is required with respect to certain actions including (i) a change of control
(as defined in Article Ninth of the Articles of Incorporation); (ii) the
amendment of the Company's Articles of Incorporation or Amended By-laws, or the
Partnership Agreement; (iii) any waiver or modification of the ownership limits
provisions set forth in the Articles of Incorporation; (iv) the merger,
consolidation or sale of all or substantially all the assets of the Company or
the Operating Partnership; (v) the issuance under certain circumstances of
certain equity securities of the Company; (vi) for the Company to take title to
assets or to conduct business other than through the Operating Partnership, or
for the Company or the Operating Partnership to engage in any business other
than the ownership, construction, development and operation of multi-family
rental apartment communities; (vii) making a general assignment for the benefit
of creditors; or (viii) terminating the Company's status as a REIT for tax
purposes. Copies of the Articles of Incorporation (Exhibits 13 and 14) and the
Amended By-laws (Exhibit 15) are incorporated herein by reference. The
description herein of the Articles of Incorporation and the Amended By-laws is
qualified in its entirety by reference thereto.

Pursuant to the Partnership Agreement, the consent of a majority of the
outstanding L.P. Units is required with respect to certain extraordinary actions
involving the Operating Partnership including (i) the amendment, modification or
termination of the Partnership Agreement, (ii) a general assignment for the
benefit of creditors or the appointment of a custodian, receiver or trustee for
any of the assets of the Operating Partnership, (iii) the institution of any
proceeding for bankruptcy of the Operating Partnership, (iv) the transfer of any
general partnership interests in the Operating Partnership, including through
any merger, consolidation or liquidation of the Company, subject to certain
exceptions, (v) the admission of any additional or substitute general partner in
the Operating Partnership; (vi) for the Company to take title to assets (other
than temporarily in connection with an acquisition prior to contributing such
assets to the Operating Partnership) or to conduct business other than through
the Operating Partnership; and (vii) for the Company or the Operating
Partnership to engage in any business other than the ownership, construction,
development and operation of apartment communities.

In addition, until such time as the Company owns 90% or more of the
total percentage interest in the Operating Partnership, the consent of the
limited partners holding a majority interest in the L.P. Units will also be
required with respect to the liquidation of the Operating Partnership, the sale
or other transfer of all or substantially all of the assets of the Operating
Partnership and certain mergers and business combinations resulting in the
complete disposition of all L.P. Units.

<PAGE> 14

As general partner of the Operating Partnership, the Company has the
ability to cause the Operating Partnership to issue additional units of general
and limited partnership interests in the Operating Partnership. In the event
that the Operating Partnership issues new L.P. Units (for cash but not
property), TIC will have the right to purchase L.P. Units at a purchase price
equal to the purchase price in the transaction giving rise to such participation
right in order, and to the extent necessary, to maintain its percentage interest
in the Operating Partnership.

Pursuant to the Partnership Agreement, TIC and the other limited
partners of the Operating Partnership, their affiliates and certain related
persons have certain rights, exercisable once in each twelve-month period
beginning on December 8, 1994 to exchange generally up to one-third of the L.P.
Units owned by them for Shares (subject to the applicable ownership limit
provision of the Articles of Incorporation) and to tender up to one-third of the
L.P. Units owned by them to the Company for cash payable solely out of the net
proceeds of an offering of the Shares.

In the event that the Company issues (whether for cash or property) any
Shares or securities convertible into, or exchangeable or exercisable for,
Shares, TIC, subject to certain limited exceptions, including the issuance of
Shares pursuant to any stock incentive plan adopted by the Company or pursuant
to TIC's exercise of the exchange rights or cash tender rights described above,
will have the right to purchase Shares or such securities at a purchase price
equal to the purchase price in the transaction giving rise to the participation
rights in order to maintain its interest in the Company and the Operating
Partnership on a consolidated basis. However, other stockholders of the Company
would have no participation rights to purchase Shares or such securities and any
such issuances might cause a dilution of a stockholder's investment in the
Company.

The purpose of the TIC Entities in entering into the Partnership
Agreement and creating an UP-REIT structure was to provide new opportunities for
growth and to enhance the overall value of the contributed properties by
reducing the existing level of indebtedness and the amount of interest payable
after the Company's initial public offering. As a publicly-owned entity, TIC
believes that the Company has access to the public debt and equity capital
markets, which will provide increased opportunities for the development or
acquisition of apartment communities.

TIC intends to review from time to time the Company's business affairs
and financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, TIC may consider from
time to time various alternative courses of action. Such actions may include,
subject to the ownership limit provisions of the Articles of Incorporation, the
acquisition of Shares through open market purchases, privately negotiated
transactions, tender offer, exchange offer or otherwise. Alternatively, such
actions may involve the exchange of L.P. Units for Shares, the exercise of the
cash tender rights or the sale of all or a portion of the Shares or L.P. Units
in the open market, in privately negotiated transactions, through a public
offering or otherwise. On March 14, 1997, TIC announced that its board of
directors had authorized the purchase of up to 1.2 million Shares from time to
time in the open market or in negotiated transactions over an indefinite period
of time, depending on market conditions and other factors. Between March 21,
1997 and April 29, 1997, TIC purchased an aggregate of 1.2 million Shares in the
open market. Also, on September 19, 1997, TIC announced that its board of
directors had authorized the purchase of as many as 1 million additional Shares
from time to time in the open market or in negotiated transactions over an
indefinite period of time, depending on market conditions and other factors.
From October 23, 1997 and the date of this report, TIC has purchased an
aggregate of 250,000 additional Shares in the open market. Except as set forth
above, TIC has no plan or proposals which relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

(a) The following table sets forth the beneficial ownership of each
person named in Item 2. The number of Shares beneficially owned through rights
to acquire represents

<PAGE> 15

the number of Shares into which L. P. Units beneficially owned by the person are
exchangeable. The percentage of all Shares of Common Stock/L.P. Units owned
assumes, with respect to each person, that all L.P. Units beneficially owned by
the person are exchanged for Shares and that none of the L.P. Units held by
other persons are exchanged for Shares.

<PAGE> 16

SHARES PERCENT OF
NUMBER OF PERCENT OF BENEFICIALLY ALL SHARES
SHARES OF ALL SHARES OWNED OF COMMON
COMMON OF COMMON NUMBER OF (RIGHTS TO STOCK/L.P.
PERSON STOCK STOCK L.P. UNITS ACQUIRE)(2) UNITS
- ------------------------ ----- ----- ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
The Irvine Company 1,483,385 7.2% 24,538,399(1) 26,021,784(3) 58.5%
TIC Investment Company C -- -- 2,925,799(4) 2,925,799 12.8%
TIC Investment Company A -- -- 1,502,105(5) 1,502,105 7.0%
TIC Investment Company D -- -- 1,185,333(6) 1,855,333 5.6%
DBIAC Investment Company -- -- (6) (6) (6)
Donald Bren 183,325(7)(8) .9% -- (9) -- (9) .9%
Raymond L. Watson 40,000 .2% -- -- .2%
Richard G. Sim -- * -- -- *
Michael D. McKee 5,000 * -- -- *
Richard F. Alden 17,303 * -- -- *
Thomas H. Nielsen 25,000 .1% -- -- .1%
Carl E. Reichardt 60,000(10) .3% -- -- .3%
Peter V. Ueberroth 22,100 .1% -- -- .1%
William T. White III 6,000 * -- -- *
Donn B. Miller 975 * -- -- *
Gary H. Hunt 300 * -- -- *
Joseph D. Davis 5,300 * -- -- *
</TABLE>

- ----------
(1) The 24,538,399 L.P. Units include (i) 15,784,000 L.P. Units that TIC
received directly in exchange for its transfer of certain rental
apartment communities to the Operating Partnership, (ii) 1,359,000 L.P.
Units that TIC received upon liquidation of certain limited partnerships
that contributed rental apartment communities to the Operating
Partnerships, (iii) the 160,000 L.P. Units that TIC received upon
liquidation of the general partnership that contributed rental apartment
communities to the Operating Partnership, (iv) 478,162 L.P. Units that
TIC controls through its general partnership interest in TICICB, (v)
1,144,000 L.P. Units that TIC controls as the general partner of two
limited partnerships that contributed rental apartment communities to
the Operating Partnership, (vi) 4,427,904 L.P. Units that TIC controls
through its general partnership interest in TICICA and TICICC and (vii)
1,185,333 L.P. Units that TIC controls through its general partnership
interest in TICICD.

(2) Assumes all of the L.P. Units are exchanged for Shares, without regard
to certain ownership limit provisions set forth in the Articles of
Incorporation. It is not anticipated that these ownership limit
provisions will be waived. TIC has the right, once in every twelve month
period beginning on December 8, 1994, generally to exchange up to one
third of the L.P. Units for Shares at an exchange ratio of one L.P. Unit
for each Share, subject to adjustment. The Articles of Incorporation
place a limit on ownership by TIC, Mr. Bren and their affiliates, in the
aggregate, of 20% of the Shares.

(3) Includes 1,483,385 shares owned by TIC and 24,538,399 L.P. Units
beneficially owned by TIC (see footnote (1)).

(4) The 2,925,799 L.P. Units are also included in the 24,538,399 L.P. Units
deemed to be beneficially owned by TIC because TIC is the managing
general partner of TICICC.

(5) The 1,502,105 L.P. Units were transferred to TICICA from ILCI on June
21, 1996. The 1,502,105 L.P. Units are also included in the 24,538,399
L.P. Units deemed to be beneficially owned by TIC because TIC is the
managing general partner of TICICA.

(6) The 1,185,333 L.P. Units were received in exchange for apartment
community land sites sold to the Operating Partnership pursuant to the
Land Rights Agreement. The 1,185,333 L.P. Units are also included in the
24,538,399 L.P. Units deemed

<PAGE> 17

to be beneficially owned by TIC because TIC is the managing general
partner of TICICD.

(7) DBIAC is the 1% general partner of TICICA, TICICB, TICICC, TICICD and
the Limited Partnerships, which in the aggregate own 7,235,339 L.P.
Units. TIC is the managing general partner of TICICA, TICICB, TICICC,
TICICD and the Limited Partnerships, and such L.P. Units are included in
the 24,538,399 L.P. Units deemed to be beneficially owned by TIC. The
sole shareholder of DBIAC is the Donald L. Bren Trust, dated June 26,
1987, as amended, of which Mr. Donald Bren is the sole trustee. Assuming
the exchange of the 7,325,399 L.P. Units that are convertible into
Shares, DBIAC would be deemed to beneficially own 26.7% of the Shares.
Since TIC is the managing general partner of TICICA, TICICB, TICICC,
TICICD and the Limited Partnerships, DBIAC disclaims beneficial
ownership of such Shares.

(8) Shares are held by a trust of which Mr. Bren is trustee.

(9) Mr. Bren may be deemed the beneficial holder of the Shares and the L.P.
Units beneficially owned by TIC and the 305,707 L.P. Units owned by the
LLC due to his status as the sole shareholder and Chairman of the Board
of Directors of TIC and the sole owner of the members of the LLC.
Assuming the exchange of all 24,538,399 L.P. Units beneficially owned by
TIC and all 305,707 L.P. Units owned by the LLC for Shares, Mr. Bren
would be deemed to beneficially own 58.8% of the Shares. Mr. Bren
disclaims beneficial ownership of the Shares and the LP Units directly
or indirectly owned by TIC and the LLC.

(10) Includes 10,000 shares Mr. Reichardt has a right to acquire through a
pension trust account.

* Less than .1%

Except as set forth in this Item 5(a), none of TIC, TICICA, nor TICICC,
TICICD, or any other person controlling TIC, TICICA or TICICC nor, to the best
of its knowledge, any persons named in Schedule A or Schedule B hereto
beneficially owns any Shares.

(b) The following table indicates, for each person listed in the above
table, the number of Shares beneficially owned as to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. All persons listed below, including those referenced in
the footnotes, are citizens of the United States of America.
<TABLE>
<CAPTION>

SOLE SHARED SOLE SHARED
VOTING VOTING DISPOSITIVE DISPOSITIVE
PERSON POWER POWER POWER POWER
- --------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
The Irvine Company(1) 26,021,784 0 26,021,784 0
TIC Investment Company A(1) 0 0 0 0
TIC Investment Company C 0 0 0 0
DBIAC Investment Company(2) 0 0 0 0
Donald Bren(3) 183,325 0 183,325 0
Raymond L. Watson 40,000 0 40,000 0
Richard G. Sim 0 0 0 0
Michael D. McKee 5,000 0 5,000 0
Richard F. Alden(4) 15,000 0 15,000 0
Thomas H. Nielsen(5) 4,000 20,000 4,000 20,000
Carl E. Reichardt 60,000 0 60,000 0
Peter V. Ueberroth(6) 2,100 20,000 2,100 20,000
William T. White, III(7) 1,000 5,000 1,000 5,000
Donn B. Miller(8) 0 975 0 975
Gary H. Hunt(9) 0 0 0 0
</TABLE>

<PAGE> 18

(1) TIC, as a contributor of properties to the Operating Partnership in
exchange for 15,784,000 L.P. Units; as the transferee of 1,359,000 L.P.
Units upon the liquidation of five limited partnerships that contributed
properties to the Operating Partnership; as the transferee of 160,000
L.P. Units upon the liquidation of the general partnership that
contributed rental apartment communities to the Operating Partnership;
as the managing general partner of TICICB which received 478,162 L.P.
Units pursuant to an agreement dated June 21, 1996; as the direct or
indirect owner of the two limited partnerships that contributed
properties to the Operating Partnership in exchange for 1,144,000 L.P.
Units; as the managing general partner of TICICA which received
1,502,105 L.P. Units pursuant to an agreement dated June 21, 1996; as
the managing general partner of TICICC which received 1,490,700 L.P.
Units pursuant to an agreement dated July 3, 1996, 7,637, 6,109,
1,394,194, 6,221, 6,362, 7,317 and 7,259 L.P. Units on August 30, 1996,
November 27, 1996, February 20, 1997, February 28, 1997, May 30, 1997,
August 29, 1997 and November 26, 1997, respectively, which TICICC
purchased; and as the managing general partner of TICICD which received
115,544 L.P. Units pursuant to an agreement dated July 30, 1996, 244,857
L.P. Units pursuant to an agreement dated December 23, 1996, 313,439
L.P. Units pursuant to an agreement dated February 10, 1997, 179,433
L.P. Units pursuant to an agreement dated October 21, 1997, and 332,060
L.P. Units pursuant to an agreement dated December 16, 1997, has sole
power to vote or direct the vote and to dispose or direct the
disposition (subject to the provisions of the Partnership Agreement and
the Miscellaneous Rights Agreement) of 24,538,399 L.P.
Units. TIC directly owns 1,428,385 Shares.

(2) DBIAC is the 1% general partner of TICICA, TICICB, TICICC, TICICD and
the Limited Partnerships, which in the aggregate own 7,325,399 L.P.
Units. TIC is the managing general partner of TICICA, TICICB, TICICC,
TICICD and the Limited Partnerships, and such L.P. Units are deemed to
be beneficially owned by TIC. The sole shareholder of DBIAC is the
Donald L. Bren Trust, dated June 26, 1987. as amended, which Mr. Donald
Bren is the sole trustee. Since TIC is the managing general partner of
TICICA, TICICB, TICICC, TICICD and the Limited Partnerships, TIC has
sole voting and dispositive power with respect to such L.P. Units.

(3) Includes 183,325 Shares are held by a trust of which Mr. Bren is
trustee.

(4) Voting and Dispositive Power for 2,303 Shares is held by Mr. Alden's
spouse, Marjorie L. Alden and such Shares are not included herein.

(5) 20,000 shares are held in a trust, the co-trustees of which are Mr.
Nielsen and his spouse, Marilyn Nielsen. Excludes 1,000 shares held by
Marilyn Nielsen in an IRA account.

(6) 10,000 shares are held in a trust, the co-trustees of which are Mr.
Ueberroth and Mr. Ueberroth's spouse, Virginia M. Ueberroth and 10,000
shares are held in a charitable foundation in which Mr. Ueberroth shares
voting and dispositive power.

(7) 5,000 shares are held in a trust, the co-trustees of which are Mr. White
and Terril E. Magee. Ms. Magee is an Executive Assistant of Blanco
Investments and Land, Ltd. located at 230 Newport Center Dr., Suite 300,
Newport Beach, CA 92660.

(8) 975 shares are held in a trust, the co-trustees of which are Mr. Miller
and his spouse, Margaret Miller.

(9) 300 shares are held in the Hunt Family Trust dated 12/6/93, but Mr. Hunt
does not direct the voting or disposition of the shares and is not the
trustee.

(c) Other than the transactions described in Items 3 and 4 above,
there have not been any transactions effected during the past 60 days by
the persons named in response to paragraph (a).

(d) Inapplicable.

<PAGE> 19

(e) Inapplicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.

Pursuant to the Miscellaneous Rights Agreement, the Company has granted
to TIC, its affiliates and certain related persons, registration rights with
respect to Shares owned by them whether acquired upon exchange of L.P. Units
pursuant to certain exchange rights, upon exercise of any option or right of
first refusal pursuant to the Land Rights Agreement (defined below), pursuant to
TIC's participation rights, in the open market or otherwise. These registration
rights, with certain limitations, grant such parties the opportunity to demand
registration of all or any portion of the Shares one time each calendar year and
the right to have such Shares registered incidentally to any registration being
conducted by the Company of Shares, securities convertible or exchangeable for
Shares or securities substantially similar to Shares. The Company will bear
expenses incident to its registration requirements under the registration
rights, except that such expenses will not include any underwriting discounts or
commissions.

The Company, TIC, the Operating Partnership and Mr. Bren entered into an
Exclusive Land Rights and Noncompetition Agreement dated as of November 21, 1993
(as amended, the "Land Rights Agreement") which through July 31, 2020 provides
the Company with the exclusive right, but not the obligation, to acquire all
land sites on the Irvine Ranch which are entitled for residential development
and designated by TIC as ready for rental apartment community development (the
"Future Land Sites"). The purchase price for each Future Land Site is determined
by appraisal and will be payable by the Company in cash, L.P. Units or Shares at
the option of the Company for Future Land Site purchase rights exercised on or
before July 31, 2000, and thereafter at the option of TIC, but subject to a
determination by a committee of independent directors of the Board of Directors
of the Company that the method of payment will not adversely affect the
Company's qualification as a Real Estate Investment Trust. A copy of the Land
Rights Agreement and all amendments thereto are filed as exhibits hereto and are
incorporated herein by reference.

The Company, the Operating Partnership, TIC and IAH have entered into an
Agreement dated May 2, 1996, pursuant to which TIC and IAH agreed to certain
limitations on their ability to convert or transfer a portion of the L.P. Units
held by IAH, absent shareholder approval. A copy of the May 2, 1996 Agreement is
filed as Exhibit 20 hereto and is incorporated herein by reference. Pursuant to
the June 21, 1996 agreement described in Item 2, TICICB assumed IAH's
obligations under such agreement. The Company's shareholders approved the
transferability and ability to exchange such L.P. Units at the Company's 1997
Annual Meeting of Shareholders.

The Company, the Operating Partnership, TIC and TICICD have entered into
two agreements, dated December 23, 1996 and February 10, 1997, pursuant to which
TIC and TICICD agreed to certain limitations on their ability to convert or
transfer a portion of the L.P. Units held by TICICD, absent shareholder
approval. Copies of the December 23, 1996 and the February 10, 1997 agreements
are filed as Exhibits 21 and 22 hereto respectively, and are incorporated herein
by this reference. The Company's shareholders approved the transferability and
ability to exchange such L.P. Units at the Company's 1997 Annual Meeting of
Shareholders.

Except for the agreements described in this Schedule 13D, to the best
knowledge of the persons signing this schedule, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2, and any other person, with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

<PAGE> 20

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>

EXHIBIT DESCRIPTION
- ------- -----------

<S> <C>
1 Amended and Restated Joint Filing Agreement dated as of December 18,
1997 among TIC, TICICA, TICICC, TICICD and Donald Bren

2 Amended and Restated Agreement of Limited Partnership of Irvine Apartment
Communities, L.P. dated as of December 1, 1993 among the Company, TIC and
certain related parties of TIC (the "Partnership Agreement") (previously
filed with the original of this Schedule 13D)

3 Agreement dated March 7, 1995 between IAH and the Company, in its
capacity as general partner of the Operating Partnership, supplementing
the Partnership Agreement (previously filed with Amendment No. 4 to this
Schedule 13D)

4 Amendment No. 1 dated as of April 20, 1995 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein (previously filed
with Amendment No. 4 to this Schedule 13D)

5 Agreement dated June 30, 1995 among the Company, in its capacity as
general partner of the Operating Partnership, certain limited
partnerships (the "Partnerships") which were limited partners of the
Operating Partnership named therein, and IAH and Irvine Industrial
Development Company ("IIDC"), in their capacities as partners of the
Partnerships, supplementing the Partnership Agreement (previously filed
with Amendment No. 4 to this Schedule 13D)

6 Amendment No. 2 dated as of July 18, 1995 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein (previously filed
with Amendment No. 4 to this Schedule 13D)

7 Amendment No. 3 dated as of August 9, 1995 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, ILCI and the limited partners named therein (previously
filed with Amendment No. 4 to this Schedule 13D)

8 Amendment No. 4 dated as of March 20, 1996 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein (previously filed
with Amendment No. 5 to this Schedule 13D)

9 Amendment No. 5 dated as of May 1, 1996 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein (previously filed
with Amendment No. 5 to this Schedule 13D)

10 Agreement dated June 21, 1996 among Parkwest Associates, ILCI, IAH, the
Company, in its capacity as general partner of the Operating Partnership,
IIDC, TICICA, TICICB and TIC (previously filed with Amendment No. 5 to
this Schedule 13D)

11 Agreement dated July 3, 1996 between the Company, in its capacity as
general partner of the Operating Partnership, and TICICC, supplementing
the Partnership Agreement (previously filed with Amendment No. 5 to this
Schedule 13D)
</TABLE>

<PAGE> 21

EXHIBIT DESCRIPTION
- ------- -----------

12 Miscellaneous Rights Agreement dated as of March 20, 1996 among the
Company, TIC and the Operating Partnership ("Miscellaneous Rights
Agreement") (previously filed with Amendment No. 5 to this Schedule 13D)

13 Articles of Amendment and Restatement of the Company (previously filed
with Amendment No. 5 to this Schedule 13D)

14 Articles of Merger Between the Company and Irvine Apartment Communities,
Inc., a Delaware corporation, dated as of May 2, 1996 (previously filed
with Amendment No. 5 to this Schedule 13D)

15 Amended By-laws of the Company (previously filed with Amendment No. 5 to
this Schedule 13D)

16 Exclusive Land Rights and Noncompetition Agreement dated as of November
23, 1993 among the Company, the Operating Partnership, TIC and Donald
Bren (the "Land Rights Agreement") (previously filed with the original of
this Schedule 13D)

17 Amendment No. 1 dated April 20, 1995 to the Land Rights Agreement
(previously filed with Amendment No. 4 to this Schedule 13D)

18 Amendment No. 2 dated as of July 18, 1995 to the Land Rights Agreement
(previously filed with Amendment No. 4 to this Schedule 13D)

19 Amendment No. 3 dated as of May 2, 1996 to the Land Rights Agreement
(previously filed with Amendment No. 5 to this Schedule 13D)

20 Agreement dated May 2, 1996 among the Company, TIC and IAH (previously
filed with Amendment No. 5 to this Schedule 13D)

21 Agreement dated December 23, 1996 among the Company, the Operating
Partnership, TIC and TICICD (previously filed with Amendment No. 6 to
this Schedule 13D)

22 Agreement dated February 10, 1997 among the Company, the Operating
Partnership, TIC and TICICD (previously filed with Amendment No. 6 to
this Schedule 13D)

23 Agreement dated July 30, 1996 between the Company, in its capacity as
general partner of the Operating Partnership and TICICD, supplementing
the Partnership Agreement (previously filed with Amendment No. 6 to this
Schedule 13D)

24 Amendment No. 6 dated as of June 30, 1996 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein (previously filed
with Amendment No. 6 to this Schedule 13D)

25 Amendment No. 7 dated as of February 4, 1997 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein (previously filed
with Amendment No. 6 to this Schedule 13D)

26 Amendment No. 8 dated as of July 25, 1997 to the Partnership Agreement
among the Company, in its capacity as general partner of the Operating
Partnership, and the limited partners named therein

27 Reserved

28 Amendment No. 4 dated July 25, 1997 to the Land Rights Agreement

28.1 Amendment No. 1 dated July 25, 1997 to the Miscellaneous Rights Agreement

<PAGE> 22

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct. Date: December 18, 1997

THE IRVINE COMPANY

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive
Vice-President

TIC INVESTMENT COMPANY A

By: THE IRVINE COMPANY, its managing
general partner

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

TIC INVESTMENT COMPANY C

By: THE IRVINE COMPANY, its managing
general partner

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

TIC INVESTMENT COMPANY D

By: THE IRVINE COMPANY, its managing
general partner

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

DONALD L. BREN

By:/s/ Michael D. McKee as
Attorney-in-fact for Mr. Bren

<PAGE> 23

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF TIC

The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of The Irvine Company
("TIC") are set forth below. If no business address is given the director's or
officer's business address is 550 Newport Center Drive, Newport Beach, CA
92658-8904. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to TIC. There are no executive officers, other than Mr.
Joseph S. Davis, who are not also directors. All of the persons listed below are
citizens of the United States of America.
<TABLE>
<CAPTION>

PRESENT PRINCIPAL
OCCUPATION INCLUDING
NAME AND NAME AND ADDRESS(1)
BUSINESS ADDRESS OF EMPLOYER
---------------- -------------------------------------------------
<S> <C>
Donald Bren Chairman of the Board and President
Raymond L. Watson Vice Chairman
Gary H. Hunt Executive Vice President, Corporate Affairs
Joseph D. Davis Executive Vice President, Land and Residential
Development
Richard G. Sim Executive Vice President, Investment Properties
Michael D. McKee, Esq Executive Vice President, Chief Financial Officer
and Corporate Secretary
</TABLE>

- ----------
(1) Same address as director's or officer's business address except where
indicated.

23
<PAGE> 24

Richard F. Alden Private Investor
11340 West Olympic Blvd,
Suite 280
Los Angeles, CA 90064

Donald M. Koll Chairman and Chief
4343 Von Karman Avenue Executive Officer,
Newport Beach, CA 92660 The Koll Company

Benjamin V. Lambert Chairman and Chief
40 West 57th Street Executive Officer,
New York, NY 10019 Eastdil Realty Company

Donn B. Miller, Esq President and Chief
136 El Camino, Suite 216 Executive Officer,
Beverly Hills, CA 90212 Pearson-Sibert Oil Company
of Texas

Thomas H. Nielsen Consulting Director,
600 Anton Blvd., U.S. Trust of California
Suite 150
Costa Mesa, CA 92626-7147

Carl E. Reichardt Retired Chairman and Chief
420 Montgomery St., Executive Officer, Wells
12th Floor Fargo Bank
San Francisco, CA 94104

Thomas C. Sutton Chairman and Chief Executive
700 Newport Center Drive Executive Officer, Pacific
Newport Beach, CA 92660 Mutual Life Insurance
Company

Peter V. Ueberroth Managing Director,
500 Newport Center Drive Contrarian Group
Newport Beach, CA 92660

William T. White, III President, Blanco
230 Newport Center Drive, Investments and Land Ltd.
Suite 300
Newport Beach, CA 92660

24
<PAGE> 25

SCHEDULE B

DIRECTORS AND EXECUTIVE OFFICERS OF DBIAC INVESTMENT COMPANY

The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of DBIAC Investment
Company are set forth below. If no business address is given the director's or
officer's business address is 550 Newport Center Drive, Newport Beach, CA
92658-8904. There are no executive officers that are not also directors. All of
the persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>

PRESENT PRINCIPAL
OCCUPATION INCLUDING
NAME AND NAME AND ADDRESS(1)
BUSINESS ADDRESS OF EMPLOYER
---------------- ----------------------------------------------
<S> <C>
Donald L. Bren Chairman and Chief Executive Officer

Gary Babick President

M. A. Pope Senior Vice President, Chief Financial Officer
and Secretary
</TABLE>

- ----------
(1) Same address as director's or officer's business address except where
indicated.

<PAGE> 1

EXHIBIT 1
EXECUTED COPY

Amended and Restated Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of the Company and further agree that this Amended and
Restated Joint Filing Agreement be included as an exhibit to such joint filing.
In evidence thereof, the undersigned, being duly authorized, hereby execute
this Agreement as of December 18, 1997. The Schedule may be executed in two or
more counterparts, any one of which need not contain the signatures of more
than one party, but all such parts taken together will constitute a part of
this Schedule.

THE IRVINE COMPANY

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

TIC INVESTMENT COMPANY A

By: THE IRVINE COMPANY, its managing
general partner

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

TIC INVESTMENT COMPANY C

By: THE IRVINE COMPANY, its managing
general partner

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

TIC INVESTMENT COMPANY D

By: THE IRVINE COMPANY, its managing
general partner

By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President

1
<PAGE> 2

DONALD L. BREN

By:/s/ Michael D. McKee
Michael D. McKee as
Attorney-in-Fact for Mr. Bren

<PAGE> 1

EXHIBIT 26

EXECUTION COPY

AMENDMENT TO THE OPERATING PARTNERSHIP AGREEMENT RELATING TO PROPORTIONAL
PURCHASE RIGHTS AND CERTAIN OTHER MATTERS. THIS AMENDMENT WAS APPROVED BY THE
BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS COMMITTEE OF IAC ON JULY 25, 1997
AS AMENDMENT NO. 9. HOWEVER, AMENDMENT NO. 8 PREVIOUSLY APPROVED BY THE BOARD OF
DIRECTORS HAD NOT YET BEEN EXECUTED AND, ACCORDINGLY, THIS AMENDMENT WAS
RENUMBERED AS AMENDMENT NO. 8.

AMENDMENT No. 8 dated as of July 25, 1997 to the Amended and
Restated Agreement of Limited Partnership of Irvine Apartment Communities, L.P.
dated as of December 1, 1993, as amended (the "Existing Agreement") by and among
Irvine Apartment Communities, Inc., a Maryland corporation, as General Partner,
and the Persons whose names are set forth on Exhibit A thereto, as Limited
Partners, together with any other Persons who become Partners in the Partnership
as provided therein.

W I T N E S S E T H:

WHEREAS, in accordance with Section 14.1 of the Existing Agreement the
General Partner is hereby proposing to amend the Existing Agreement as set forth
below;

WHEREAS, concurrently with the execution and delivery hereof Amendment
No. 1 to the Miscellaneous Rights Agreement (the "Miscellaneous Rights Agreement
Amendment") is being executed and delivered by the partners thereto which
Miscellaneous Rights Agreement Amendment is required as a result of certain of
the amendments to be effected hereby;

WHEREAS, the parties hereto agree that the execution of this Amendment
No. 8 by a Limited Partner and the delivery thereof to the General Partner shall
constitute the Consent and affirmative vote of such Limited Partner to the
amendments proposed hereby as required by Article 14 of the Existing Agreement;
and

WHEREAS, the execution and delivery of this Amendment No. 8 by the
General Partner has been approved by resolutions duly adopted by the Board of
Directors of the General Partner, and by the Independent Directors Committee of
such Board.

<PAGE> 2

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. All terms used in this Amendment No. 8 shall have the
meanings set forth in the Existing Agreement.

Section 2. (a) The definitions of Capital Contribution, ACP Investment
Amount, DRIP Investment Amount and Maximum Limited Partner Investment Amount in
Article 1 of the Existing Agreement are hereby amended to read in their entirety
as follows:

"Capital Contribution" means, with respect to any Partner, any cash or
the Gross Asset Value of any Contributed Property which such Partner contributes
to the Partnership pursuant to Sections 4.1, 4.2, 4.3 or 4.5 hereof or is deemed
to contribute pursuant to Sections 4.5.G(1), 4.6 and 4.8 hereof, as such Gross
Asset Value may be determined from time to time.

"ACP Investment Amount" means with respect to a DRIP/ACP Investment Date
the aggregate amount of additional cash to be invested in newly issued REIT
Shares on such DRIP/ACP Investment Date pursuant to the DRIP/ACP Plan minus the
aggregate amount of additional cash to be so invested by all Irvine Persons and
the Original Limited Partners in newly issued REIT Shares on such DRIP/ACP
Investment Date pursuant to the DRIP/ACP Plan.

"DRIP Investment Amount" means with respect to a DRIP/ACP Investment
Date the aggregate amount of dividends paid on REIT Shares to be reinvested in
newly issued REIT Shares on such DRIP/ACP Investment Date pursuant to the
DRIP/ACP Plan minus the aggregate amount of dividends paid on REIT Shares
beneficially owned (whether under the DRIP/ACP Plan or otherwise) by all Irvine
Persons and the Original Limited Partners to be so reinvested in newly issued
REIT Shares on such DRIP/ACP Investment Date pursuant to the DRIP/ACP Plan.

"Maximum Limited Partner Investment Amount" means with respect to each
DRIP/ACP Investment Date a dollar amount equal to (A) the DRIP/ACP Investment
Amount for such DRIP/ACP Investment Date divided by 1 minus the aggregate of the
Percentage Interests of the Original Limited Partners in the Partnership in
effect as of the close of business on the third business day immediately
preceding such DRIP/ACP Investment Date, minus (B) such DRIP/ACP Investment
Amount.

(b) The definition of Combined Cash and Property Amount in Article 1 of
the Existing Agreement is hereby deleted in its entirety.

<PAGE> 3

(c) the definition of Value in Article 1 of the Existing Agreement is
hereby amended (i) by deleting the proviso beginning with the words "provided,
further" and ending with the words "in the case of clause (y) above." and (ii)
by changing the semicolon (;) immediately prior to such proviso to a period (.).

(d) The definition of Second Offering in the Existing Agreement is
hereby amended to read in its entirety as follows:

"Second Offering" means the underwritten public offering of up to
5,750,000 REIT Shares referred to in the Funding Notice dated July 18, 1995."

Section 3. Sections 4.3.A and 4.3.B of the Existing Agreement are hereby
amended by deleting the words "and not pursuant to Section 4.5.G hereof".

Section 4. Section 4.5.E of the Existing Agreement is hereby amended by
adding the following immediately before the words "and (ii):"

"provided that with respect any issuance of preferred stock of the
General Partner or New Securities, the General Partner at its option
may, in lieu of making a Capital Contribution, loan the proceeds from
the issuance of such shares of preferred stock or New Securities to the
Partnership on a subordinated basis, such loan to be on terms and
conditions no less favorable to the Partnership than would be available
to the Partnership from a third party."

Section 5. Section 4.5.F of the Existing Agreement is hereby amended by
deleting the last sentence thereof.

Section 6. Section 4.5.G of the Existing Agreement is hereby amended to
read in its entirety as follows:

"(1) Upon the acceptance of additional cash Capital Contributions
pursuant to this Section 4.5 (other than Section 4.5.H), the Percentage
Interests of the Partners shall be adjusted based upon the number of Partnership
Units issued in connection with such Capital Contribution, provided that in
connection with a Capital Contribution by any Limited Partner pursuant to an
Election Notice under Section 4.5.F in response to (i) a Funding Notice relating
to the Second Offering, such Limited Partner shall be deemed to have contributed
to the Partnership an amount equal to the cash actually contributed by such
Limited Partner on the Adjustment Date, minus an amount equal to the aggregate
underwriting discounts and commissions that would have been applicable to REIT
Shares if the cash contributed by such Limited Partner on the Adjustment Date
had been used to

<PAGE> 4

acquire REIT Shares in the Second Offering, and (ii) a Funding Notice relating
to any offering of REIT Shares subsequent to the Second Offering in which the
amount of cash actually contributed by such Limited Partner per Limited Partner
Unit (the "L.P. Per Unit Contribution") is greater than the amount of cash per
General Partner Unit actually contributed by the General Partner in respect of
the REIT Shares sold in such offering (the "G.P. Per Unit Contribution"), such
Limited Partner shall be deemed to have contributed to the Partnership an amount
equal to the cash actually contributed by such Limited Partners on the
Adjustment Date minus an amount equal to the product of (A) the L.P. Per Unit
Contribution minus the G.P. Per Unit Contribution and (B) the number of Limited
Partner Units purchased by such Limited Partner pursuant to such Election
Notice."

"(2) Upon the acceptance of additional Capital Contributions pursuant to
this Section 4.5 in the form of Property other than cash, the amount of the
Capital Contribution shall be equal to the Gross Asset Value of the Property
contributed as of the Adjustment Date, net of any liabilities assumed by the
Partnership in connection with such assets or Nonrecourse Liabilities to which
such Property is subject, and the Percentage Interests of the Partners shall be
adjusted based upon the number of Partnership Units issued in connection with
such Capital Contribution; provided that with respect to the Capital
Contribution made by TRC pursuant to that certain Contribution Agreement (the
"Contribution Agreement") by and between the Partnership and TRC, dated as of
December 20, 1996, the Percentage Interest of TRC and all other Partners shall
be adjusted based on the number of Partnership Units issued from time to time to
TRC pursuant to such Contribution Agreement."

"(3) Upon the acceptance of additional Capital Contributions pursuant to
this Section 4.5 in the form of cash and other Property, the amount of the
Capital Contribution shall be equal to the sum of (A) the amount of cash
contributed on the Adjustment Date and (B) the Gross Asset Value of the Property
contributed as of the Adjustment Date, net of any liabilities assumed by the
Partnership in connection with such assets or Nonrecourse Liabilities to which
the Property is subject, and the Percentage Interests of the Partners shall be
adjusted based on the number of Partnership Units issued in connection with such
Capital Contribution."

Section 7. Section 4.8.A of the Existing Agreement is hereby amended as
follows:

(a) Clause (1) is hereby amended by adding the words "but subject to
having received the notice referred to in clause (5) below" immediately
following

<PAGE> 5

the words "DRIP/ACP Investment Date" the first time such words appear in said
clause (1).

(b) The words "and not pursuant to section 4.5.G hereof" in the last
sentence of clause (3) and in the second sentence of clause (4) are hereby
deleted in their entirety.

"(5) Promptly following the close of business on the third business day
preceding each DRIP/ACP Investment Date, the Original Limited Partners
shall give written notice to the General Partner of (i) the number of
REIT Shares beneficially owned by the Original Limited Partners and
Irvine Persons as of such close of business (whether under the DRIP/ACP
Plan or otherwise), (ii) the aggregate amount of dividends to be paid
with respect to such number of REIT Shares, if any, which such Persons
have elected to be reinvested in newly issued REIT Shares on such
DRIP/ACP Investment Date pursuant to the DRIP/ACP Plan and (iii) the
aggregate amount of additional cash, if any, to be invested by all such
Persons in newly issued REIT Shares on such DRIP/ACP Investment Date
pursuant to the DRIP/ACP Plan. Such notice shall be provided by The
Irvine Company on behalf of all such Persons so long as The Irvine
Company or any of its Affiliates is the holder of a Limited Partner
Interest (and thereafter by the Original Limited Partner holding the
largest Percentage Interest in the Partnership) and such information
shall be used by the General Partner in determining the DRIP/ACP
Investment Amount for purposes of the notice given by it pursuant to
Section 4.8.A(1). In the event the notice required by this clause (5) is
not given by the close of business on the second business day preceding
a DRIP/ACP Investment Date, the General Partner shall determine the
DRIP/ACP Investment Amount based on the following assumptions: (i) that
the Original Limited Partners and Irvine Persons beneficially own the
number of REIT Shares set forth in the most recent Form 3 or Form 4 or
Schedule 13G filed by such Persons pursuant to the Securities Exchange
Act of 1934, as amended, (ii) that such Persons will reinvest pursuant
to the DRIP/ACP Plan all the dividends to be paid on such number of REIT
Shares on the applicable DRIP/ACP Investment Date and (iii) that each
such Person will make on the applicable DRIP/ACP Investment Date the
maximum additional cash investment permitted by the DRIP/ACP Plan to be
made by such Person on such DRIP/ACP Investment Date.

<PAGE> 6

Section 8. Section 4.8.B(3) is hereby amended by deleting the words "and
not pursuant to Section 4.5.G. hereof".

Section 9. Except as amended by this Amendment No. 8, the provisions of
the Existing Agreement are ratified, approved and confirmed and shall remain in
full force and effect in accordance with its terms.

Section 10. This Amendment No. 8 shall become effective when signed by
the General Partner and a Majority-In-Interest of the Limited Partners and the
Miscellaneous Rights Agreement Amendment has become effective in accordance with
its terms.

Section 11. This Amendment No. 8 shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.

Section 12. This Amendment No. 8 may be executed in counterparts, all of
which shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatories to the original or
same counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
8 as of the date and year first written above.

GENERAL PARTNER:

IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland Corporation

By: /s/ James E. Mead
---------------------------------
Name: James E. Mead
Title: Senior Vice President and
Chief Financial Officer

By: /s/ Shawn Howie
---------------------------------
Name: Shawn Howie
Title: Vice President, Corporate Finance
and Controller

<PAGE> 7

LIMITED PARTNERS:

THE IRVINE COMPANY,
a Michigan corporation

By: /s/ Richard Pianin
---------------------------------
Name: Richard Pianin
Title: Senior Vice President