AIMCO PROPERTIES LP, 10-K, 2000-03-30

AIMCO PROPERTIES LP
10-K, 2000-03-30
OPERATORS OF APARTMENT BUILDINGS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 0-24497

AIMCO PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 84-1275621
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 SOUTH COLORADO BOULEVARD,
TOWER TWO, SUITE 2-1000,
DENVER, CO 80222-7900
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's Telephone Number, Including Area Code: (303) 757-8101

Securities Registered Pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
NOT APPLICABLE NOT APPLICABLE
-------------- --------------
<S> <C>
(Title of each class (Name of each exchange on which
to be so registered) each class to be registered)
</TABLE>

Securities Registered Pursuant to Section 12(g) of the Act:

PARTNERSHIP COMMON UNITS

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 8, 2000, there were 73,424,988 Partnership Common Units
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE
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AIMCO PROPERTIES, L.P.

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<C> <S> <C>
PART I
1. Business.................................................... 1
1999 Developments........................................... 1
Financial Information About Industry Segments............... 4
Operating and Financial Strategies.......................... 4
Growth Strategies........................................... 5
Property Management Strategies.............................. 6
Taxation of the Partnership................................. 6
Taxation of AIMCO........................................... 7
Competition................................................. 7
Regulation.................................................. 7
Insurance................................................... 8
Employees................................................... 9
2. Properties.................................................. 9
3. Legal Proceedings........................................... 10
4. Submission of Matters to a Vote of Security Holders......... 11

PART II
5. Market Price of and Distributions on the Registrant's Common 11
Units and Related Unitholder Matters......................
6. Selected Financial Data..................................... 12
7. Management's Discussion and Analysis of Financial Condition 13
and Results of Operations.................................
7a. Quantitative and Qualitative Disclosures About Market 21
Risk......................................................
8. Financial Statements and Supplementary Data................. 21
9. Changes in and Disagreements with Accountants on Accounting 21
and Financial Disclosure..................................

PART III
10. Directors and Executive Officers of the Registrant.......... 22
11. Executive Compensation...................................... 24
12. Security Ownership of Certain Beneficial Owners and 26
Management................................................
13. Certain Relationships and Related Transactions.............. 27

PART IV
14. Exhibits, Financial Statement Schedule and Reports on Form 28
8-K.......................................................
</TABLE>

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PART I

ITEM 1. BUSINESS.

AIMCO Properties, L.P. (together with its subsidiaries and other controlled
entities, the "Partnership" (and together with entities in which the Partnership
has a controlling financial interest, the "Company")), is a Delaware limited
partnership organized pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act (as amended from time to time, or any successor to such
statute, the "Act"), and is engaged in the ownership, acquisition, development,
expansion, and management of multi-family apartment properties. The term of the
Partnership commenced on May 16, 1994, and will continue until December 31,
2093, unless the Partnership is dissolved sooner pursuant to the provisions of
the Third Amended and Restated Agreement of limited partnership, dated as of
July 29, 1994 (the "Partnership Agreement"), or as otherwise provided by the
Act. AIMCO-GP, Inc., a Delaware corporation (the "General Partner"), and a
wholly owned subsidiary of Apartment Investment and Management Company, a
Maryland corporation, which controls the Partnership ("AIMCO") is the sole
general partner of the Partnership, and another wholly owned subsidiary of
AIMCO, AIMCO-LP, Inc., a Delaware corporation (the "Special Limited Partner"),
is a limited partner in the Partnership. As of December 31, 1999, AIMCO held an
approximate 91% interest in the Partnership. AIMCO, which was formed on January
10, 1994, is a self-administered and self-managed REIT that does not have any
material assets or operations other than its interest in the Partnership. On
July 24, 1994, AIMCO completed its initial public offering and engaged in a
business combination and consummated a series of related transactions which
enabled it to continue and expand the property management and related businesses
of Property Asset Management, L.L.C. and its affiliated companies, and PDI
Realty Enterprises, Inc.

Based on apartment unit data compiled by the National Multi Housing
Council, we believe that, as of December 31, 1999, the Company was the largest
owner and manager of multifamily apartment properties in the United States. As
of December 31, 1999, the Company owned or managed 363,462 apartment units in
1,942 properties located in 48 states, the District of Columbia and Puerto Rico,
as follows:

- owned or controlled 106,148 units in 373 apartment properties;

- held an equity interest in 133,113 units in 751 apartment properties; and

- managed 124,201 units in 818 apartment properties for third party owners
and affiliates.

By virtue of its aggregate 91% interest in the Partnership and its control of
the General Partner, AIMCO has the ability to control all of the day-to-day
operations of the Partnership. Moreover, by virtue of its ownership interest in
the Partnership and the General Partner, AIMCO is able to approve amendments to
the Partnership Agreement, without the approval of any other limited partners of
the Partnership, except for certain amendments that require the approval of all
of the limited partners. AIMCO conducts substantially all of its operations
through the Partnership. From time to time the Company has formed corporations
(the "Management Companies") in which the Partnership holds non-voting preferred
stock and 100% of the voting stock is owned by certain of the Company's
executive officers (or entities controlled by them), including Messrs. Considine
and Kompaniez. The Management Companies were formed to engage in businesses
generally not permitted under the REIT provisions of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code").

The Partnership's principal executive offices are located at 2000 South
Colorado Boulevard, Tower Two, Suite 2-1000, Denver, Colorado 80222-7900 and its
telephone number is (303) 757-8101.

1999 DEVELOPMENTS

Individual Property Acquisitions

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a total recorded value of $116.8 million, assumption of $110.1 million of
secured long-term indebtedness, the assumption of $15.2 million of other
liabilities, and new financing of $161.4 million of secured long-term
indebtedness. The Company has budgeted an additional $23.9 million for initial
capital enhancements related to these properties.

Tender Offers

During 1999, the Company made separate offers to the limited partners of
approximately 600 partnerships to acquire their limited partnership interests.
The Company paid approximately $258 million in cash and OP Units to acquire
limited partnership interests pursuant to the offers.

Property Dispositions

In 1999, the Company sold 63 properties for an aggregate sales price of
approximately $426.0 million. Net cash proceeds to the Company from the sales of
$135.8 million were used to repay a portion of the Company's outstanding
short-term indebtedness. The results of operations of 55 of these properties
were accounted for by the Company under the equity method.

Debt Assumptions and Financings

In August 1999, AIMCO and the Partnership closed a $300 million revolving
credit facility arranged by Bank of America, N.A. BankBoston, N.A. and First
Union National Bank and comprised of a total of nine lender participants. The
obligations under the new credit facility are secured by certain non-real estate
assets of the Company. The existing lines of credit were terminated. The credit
facility is used for general corporate purposes and has a two-year term with two
one-year extensions. The annual interest rate under the new credit facility is
based on either LIBOR or a base rate which is the higher of Bank of America's
reference rate or 0.5% over the federal funds rate, plus, in either case, an
applicable margin. The margin ranges between 2.05% and 2.55%, in the case of
LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans,
based upon a fixed charge coverage ratio. The weighted average interest rate at
December 31, 1999 was 8.84%. The amount available under the credit facility at
December 31, 1999 was $90.8 million.

In March 2000, the Partnership executed an Amended and Restated Credit
Agreement which increases its existing credit facility to $345 million, with an
additional potential increase up to $400 million.

During the year ended December 31, 1999, the Company issued $410.3 million
of long-term fixed rate, fully amortizing non-recourse mortgage notes payable
with a weighted average interest rate of 7.3%. Each of the notes is individually
secured by one of forty properties with no cross-collateralization. The Company
used the net proceeds after transaction costs of $373.6 million to repay
existing debt. During the year ended December 31, 1999, the Company has also
assumed $110.1 million of long-term fixed rate, fully amortizing notes payables
with a weighted average interest rate of 7.9% in connection with the acquisition
of properties. Each of the notes is individually secured by one of thirteen
properties with no cross-collateralization.

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Equity Offerings

The Partnership Agreement requires that, whenever AIMCO issues shares of
its Class A Common Stock or its preferred stock, the proceeds from such
issuances are contributed to the Partnership in exchange for an equal number of
OP Units or Preferred Units, respectively. In 1999, AIMCO raised proceeds of
$304.6 million in one public offering and two direct placements of equity
securities. The total proceeds were contributed by AIMCO to the Partnership in
exchange for similar classes of preferred units that have the same respective
terms as the preferred stock detailed below. These transactions are summarized
below:

<TABLE>
<CAPTION>
NUMBER TOTAL PROCEEDS DIVIDEND OR
OF IN DISTRIBUTION
TRANSACTION TYPE DATE SHARES MILLIONS RATE
- ----------- ------ ---------- ------ -------------- ------------
<S> <C> <C> <C> <C> <C>
Class K Convertible Cumulative
Preferred Stock of AIMCO....... Public Feb. 1999 5,000,000 $125.0 (1)
Class L Convertible Cumulative
Preferred Stock of AIMCO....... Direct May 1999 5,000,000 125.0 (2)
Class A Common Stock of AIMCO.... Direct Sept. 1999 1,382,580 54.6
------
Total Proceeds 1999....... $304.6
======
</TABLE>

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(1) For three years from the date of original issuance, the Class K Preferred
Stock dividend will be in an amount per share equal to the greater of (i)
$2.00 per year (equivalent to 8% of the liquidation preference), or (ii) the
cash dividends payable on the number of shares of AIMCO Class A Common Stock
(or portion thereof) into which a share of Class K Preferred Stock is
convertible. Beginning with the third anniversary of the date of original
issuance, the Class K Preferred Stock dividend per share will be increased
to the greater of (i) $2.50 per year (equivalent to 10% of the liquidation
preference), or (ii) the cash dividends payable on the number of shares of
AIMCO Class A Common Stock (or portion thereof) into which a share of Class
K Preferred Stock is convertible. The Class K Preferred Units held by AIMCO
have the same terms as the Class K Preferred Stock.

(2) For three years from the date of original issuance, the Class L Preferred
Stock dividend will be in an amount per share equal to the greater of (i)
$2.025 per year (equivalent to 8.1% of the liquidation preference), or (ii)
the cash dividends payable on the number of shares of AIMCO Class A Common
Stock into which a share of Class L Preferred Stock is convertible.
Beginning with the third anniversary of the date of original issuance, the
holder of Class L Preferred Stock will be entitled to receive an amount per
share equal to the greater of (i) $2.50 per year (equivalent to 10% of the
liquidation preference), or (ii) the cash dividends payable on the number of
shares of Class A Common Stock into which a share of Class L Preferred Stock
is convertible. The Class L Preferred Units held by AIMCO have the same
terms as the Class L Preferred Stock.

Insignia Properties Trust Merger

As a result of the Insignia merger on October 1, 1998, AIMCO acquired
approximately 51% of the outstanding shares of beneficial interest of IPT. On
February 26, 1999, IPT was merged into AIMCO. Pursuant to the merger, each of
the outstanding shares of IPT that were not held by AIMCO were converted into
the right to receive 0.3601 shares of AIMCO Class A Common Stock, resulting in
the issuance of approximately 4.3 million shares of AIMCO Class A Common Stock
(valued at approximately $158.8 million). Concurrently with the IPT merger, all
the assets and liabilities of IPT were contributed by AIMCO to the Partnership
in exchange for approximately 8.9 million OP Units (valued at approximately
$318.2 million). Also in connection with the IPT merger, the IPLP Exchange and
Assumption (under which the Partnership purchased from IPLP, a subsidiary of
IPT, the economic interests underlying substantially all the assets of IPLP in
exchange for assumption of all of IPLP's obligations and approximately 10.2
million OP Units) was unwound. The approximately 10.2 million OP Units issued in
connection with the IPLP Exchange and Assumption were also canceled at that
time.

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Pending Acquisitions

In the ordinary course of business, the Company engages in discussions and
negotiations regarding the acquisition of apartment properties (including
interests in entities that own apartment properties). The Company frequently
enters into contracts and non-binding letters of intent with respect to the
purchase of properties. These contracts are typically subject to certain
conditions and permit the Company to terminate the contract in its sole and
absolute discretion if it is not satisfied with the results of its due diligence
investigation of the properties. The Company believes that such contracts
essentially result in the creation of an option on the subject properties and
give the Company greater flexibility in seeking to acquire properties. As of
February 29, 2000, the Company had under contract or letter of intent an
aggregate of 10 multi-family apartment properties with a maximum aggregate
purchase price of $107.6 million, including estimated capital improvements,
which, in some cases, may be paid in the form of assumption of existing debt.
All such contracts are subject to termination by the Company as described above.
No assurance can be given that any of these possible acquisitions will be
completed or, if completed, that they will be accretive on a per share basis.

Contribution and Management Agreement

In order to maintain AIMCO's qualification as a REIT under the Code, AIMCO
has acquired, and may in the future acquire, an interest in entities in which
the Partnership does not own any interest (the "QRSs"). AIMCO and the
Partnership have entered into a Contribution and Management Agreement (the
"Management Agreement"), pursuant to which the Partnership has acquired from
AIMCO, in exchange for interests in the Partnership, the economic benefits of
the assets owned by the QRSs, and AIMCO has granted the Partnership certain
rights with respect to the assets owned by the QRSs. Under the Management
Agreement, the Partnership has a right of first refusal to acquire the assets
owned by the QRSs for no additional consideration. Under the Management
Agreement, AIMCO is obligated to contribute to the Partnership all dividends,
distributions, and other proceeds received from the QRSs (excluding
distributions received in respect of any interest in the Partnership).
Properties owned by the QRSs and properties in which the QRSs have ownership
interests are included in the consolidated financial statements of the
Partnership pursuant to the Management Agreement.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Company operates in one industry segment, the ownership and management
of real estate properties. See the consolidated financial statements and notes
thereto included elsewhere in this Annual Report on Form 10-K for financial
information relating to the Company.

OPERATING AND FINANCIAL STRATEGIES

The Company strives to meet its objective of providing long-term,
predictable funds from operations ("FFO") per OP Unit, less an allowance for
Capital Replacements of $300 per apartment unit, by implementing its operating
and financing strategies which include the following:

- Acquisition of Properties at Less Than Replacement Cost. The Company
attempts to acquire properties at a significant discount to their
replacement cost.

- Geographic Diversification. The Company operates in 48 states, the
District of Columbia and Puerto Rico. This geographic diversification
insulates the Company, to some degree, from inevitable downturns in any
one market. The Company's net income before depreciation and interest
expense is earned in more than 175 local markets. In 1999, the largest
single market contributed 7% to net income before depreciation and
interest expense, and the five largest markets contributed 32%.

- Market Growth. The Company seeks to operate in markets where population
and employment growth are expected to exceed the national average and
where it believes it can become a regionally significant owner or manager
of properties. For the period from 1997 through 2000, annual population
and

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employment growth rates in the Company's five largest regional markets
are forecasted to be 2.2% and 3.6%, respectively.

- Product Diversification. The Company's portfolio of apartment properties
spans a wide range of apartment community types, both within and among
markets, including garden and high-rise apartments, as well as corporate
and student housing.

- Capital Replacement. The Company believes that the physical condition and
amenities of its apartment communities are important factors in its
ability to maintain and increase rental rates. The Company allocates
approximately $300 annually per owned apartment unit for capital
replacements, and reserves unexpended amounts for future capital
replacements.

- Debt Financing. The Company's strategy is generally to incur debt to
increase its return on equity while maintaining acceptable interest
coverage ratios. The Company seeks to maintain a ratio of free cash flow
to combined interest expense and preferred stock dividends of between 2:1
and 3:1, and a ratio of earnings before interest, income taxes,
depreciation and amortization (with certain adjustments and after a
provision of approximately $300 per owned apartment unit) to debt service
of at least 2:1, and to match debt maturities to the character of the
assets financed. For the year ended December 31, 1999, the Company was
within these targets. The Company uses predominantly long-term,
fixed-rate and self-amortizing non-recourse debt in order to avoid the
refunding or repricing risks of short-term borrowings. The Company uses
short-term debt financing to fund acquisitions and generally expects to
refinance such borrowings with proceeds from equity offerings or
long-term debt financings. As of December 31, 1999, approximately 9% of
the Company's outstanding debt was short-term debt and 91% was long-term
debt.

- Dispositions. The Company regularly sells properties that do not meet its
return on investment criteria or that are located in areas where the
Company does not believe that the long-term neighborhood values justify
the continued investment in the properties.

- Dividend Policy. The Partnership pays distributions on its OP Units to
share its profitability with its OP Unitholders. The Partnership
distributed 61.3%, 65.7% and 66.5% of FFO to holders of OP Units for the
years ended December 31, 1999, 1998 and 1997, respectively. It is the
present policy of the Board of Directors of AIMCO, as General Partner, to
increase the distribution annually in an amount equal to one-half of the
projected increase in FFO, adjusted for Capital Replacements, subject to
minimum distribution requirements applicable to REITs.

GROWTH STRATEGIES

The Company seeks growth through two primary sources -- internal expansion
and acquisitions.

Internal Growth Strategies.

The Company pursues internal growth primarily through the following
strategies:

- Revenue Increases. The Company increases rents where feasible and seeks
to improve occupancy rates.

- Controlling Expenses. Cost reductions are accomplished by local focus on
the regional operating center level and by exploiting economies of scale.
As a result of the size of its portfolio and its creation of regional
concentrations of properties, the Company has the ability to leverage
fixed costs for general and administrative expenditures and certain
operating functions, such as insurance, information technology and
training, over a large property base.

- Redevelopment of Properties. The Company believes redevelopment of
selected properties in superior locations provides advantages over
development of new properties. The Company believes that redevelopment
generally allows the Company to maintain rents comparable to new
properties and, compared to development of new properties, can be
accomplished with relatively lower financial risk, in less time and with
reduced delays due to governmental regulation.
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- Expansion of Properties. The Company believes that expansion within or
adjacent to properties already owned or managed by the Company also
provides growth opportunities at lower risk than new development. Such
expansion can offer cost advantages to the extent common area amenities
and on-site management personnel can service the property expansions. The
Company's current policy is to limit redevelopments and expansions to 10%
of total equity market capitalization.

- Ancillary Services. The Company believes that its ownership and
management of properties provides it with unique access to a customer
base that allows us to provide additional services and thereby increase
occupancy, increase rents and generate incremental revenue. The Company
currently provides cable television, telephone services, appliance
rental, and carport, garage and storage space rental at certain
properties.

Acquisition Strategies.

The Company believes its acquisition strategies will increase profitability
and predictability of earnings by increasing its geographic diversification,
economies of scale and opportunities to provide ancillary services to tenants at
its properties. Since AIMCO's initial public offering in July 1994, the Company
has completed numerous acquisitions, expanding its portfolio of owned or managed
properties from 132 apartment properties with 29,343 units to 1,942 apartment
properties with 363,462 units as of December 31, 1999. The Company acquires
additional properties primarily in three ways:

- Direct Acquisitions. The Company may directly, including through mergers
and other business combinations, acquire individual properties or
portfolios of properties and controlling interests in entities that own
or control such properties or portfolios. To date, a significant portion
of the Company's growth has resulted from the acquisition of other
companies that owned or controlled properties.

- Acquisition of Managed Properties. The Company believes that its property
management operations support its acquisition activities. Since AIMCO's
initial public offering, the Company has acquired from its managed
portfolio 16 properties comprising 5,697 units for total consideration of
$189.9 million.

- Increasing its Interest in Partnerships. For properties where the Company
owns a general partnership interest in the property-owning partnership,
the Company may seek to acquire, subject to its fiduciary duties, the
interests in the partnership held by third parties for cash or, in some
cases, in exchange for OP Units. The Company has completed tender offers
with respect to approximately 1,000 partnerships and has purchased
additional interests in such partnerships for cash and for OP Units.

PROPERTY MANAGEMENT STRATEGIES

The Company seeks to improve the operating results from its property
management business by, among other methods, combining centralized financial
control and uniform operating procedures with localized property management
decision-making and market knowledge. The Company's management operations are
organized into 31 regional operating centers. Each of the regional operating
centers is supervised by a Regional Vice-President.

TAXATION OF THE PARTNERSHIP

The Partnership is treated as a "pass-through" entity for Federal income
tax purposes and is not itself subject to Federal income taxation. Each partner
of the partnership, however, is subject to tax on his allocable share of
partnership tax items, including partnership income, gains, losses, deductions
and credits ("Partnership Tax Items") for each taxable year, regardless of
whether the Partnership makes any actual distributions of cash or other property
during the taxable year. Generally, the characterization of any particular
Partnership Tax Item is determined by the Partnership, rather than at the
partner level, and the amount of a partner's allocable share of such item is
governed by the terms of the partnership agreement. AIMCO, the General Partner,
is the "tax matters partner" of the Partnership for Federal income tax purposes.
The tax matters

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partner is authorized, but not required, to take certain actions on behalf of
the Partnership with respect to tax matters.

TAXATION OF AIMCO

AIMCO has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended, commencing with its taxable year ended December 31, 1994, and
the Company intends to continue to operate in such a manner. AIMCO's current and
continuing qualification as a REIT depends on its ability to meet the various
requirements imposed by the Internal Revenue Code, through actual operating
results, distribution levels and diversity of stock ownership.

If AIMCO qualifies for taxation as a REIT, it will generally not be subject
to U.S. federal corporate income tax on its net income that is currently
distributed to stockholders. This treatment substantially eliminates the "double
taxation" (at the corporate and stockholder levels) that generally results from
investment in a corporation. If AIMCO fails to qualify as a REIT in any taxable
year, its taxable income will be subject to U.S. federal income tax at regular
corporate rates (including any applicable alternative minimum tax). Even if
AIMCO qualifies as a REIT, it may be subject to certain state and local income
taxes and to U.S. federal income and excise taxes on its undistributed income.

If in any taxable year AIMCO fails to qualify as a REIT and incurs
additional tax liability, AIMCO may need to borrow funds or liquidate certain
investments in order to pay the applicable tax and AIMCO would not be compelled
to make distributions under the Code. Unless entitled to relief under certain
statutory provisions, AIMCO would also be disqualified from treatment as a REIT
for the four taxable years following the year during which qualification is
lost. Although AIMCO currently intends to operate in a manner designed to
qualify as a REIT, it is possible that future economic, market, legal, tax or
other considerations may cause AIMCO to fail to qualify as a REIT or may cause
the Board of Directors to revoke AIMCO's REIT election.

AIMCO and its stockholders may be subject to state or local taxation in
various state or local jurisdictions, including those in which it or they
transact business or reside. The state and local tax treatment of AIMCO and its
stockholders may not conform to the U.S. federal income tax treatment.

COMPETITION

There are numerous housing alternatives that compete with the Company's
properties in attracting residents. The Company's properties compete directly
with other multi-family rental apartments and single family homes that are
available for rent or purchase in the markets in which the Company's properties
are located. The Company's properties also compete for residents with new and
existing and condominiums. The number of competitive properties in a particular
area could have a material effect on the Company's ability to lease apartment
units at its properties and on the rents charged. The Company competes with
numerous real estate companies in acquiring, developing and managing
multi-family apartment properties and seeking tenants to occupy its properties.
In addition, the Company competes with numerous property management companies in
the markets where the properties managed by the Company are located.

REGULATION

General

Multifamily apartment properties are subject to various laws, ordinances
and regulations, including regulations relating to recreational facilities such
as swimming pools, activity centers and other common areas. Changes in laws
increasing the potential liability for environmental conditions existing on
properties or increasing the restrictions on discharges or other conditions, as
well as changes in laws affecting development, construction and safety
requirements, may result in significant unanticipated expenditures, which would
adversely affect the Company's cash flows from operating activities. In
addition, future enactment of rent control or rent stabilization laws or other
laws regulating multi-family housing may reduce rental revenue or increase
operating costs in particular markets.

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Laws Benefiting Disabled Persons

Under the Americans with Disabilities Act of 1990, all places of public
accommodation are required to meet certain Federal requirements related to
access and use by disabled persons. These requirements became effective in 1992.
A number of additional Federal, state and local laws may also require
modifications to the Company's properties, or restrict certain further
renovations of the properties, with respect to access thereto by disabled
persons. For example, the Fair Housing Amendments Act of 1988 requires apartment
properties first occupied after March 13, 1990 to be accessible to the
handicapped. Noncompliance with these laws could result in the imposition of
fines or an award of damages to private litigants and also could result in an
order to correct any non-complying feature, which could result in substantial
capital expenditures. Although the Company believes that its properties are
substantially in compliance with present requirements, it may incur
unanticipated expenses to comply with these laws.

Regulation of Affordable Housing

As of December 31, 1999, the Company owned or controlled 27 properties and
held an equity interest in 434 properties with a combined weighted average
ownership percentage of 24%. AIMCO also managed for third parties and affiliates
477 properties that benefit from governmental programs intended to provide
housing to people with low or moderate incomes. These programs, which are
usually administered by the United States Department of Housing and Urban
Development ("HUD") or state housing finance agencies, typically provide
mortgage insurance, favorable financing terms or rental assistance payments to
the property owners. As a condition to the receipt of assistance under these
programs, the properties must comply with various requirements, which typically
limit rents to pre-approved amounts. If permitted rents on a property are
insufficient to cover costs, a sale of the property may become necessary, which
could result in a loss of management fee revenue. The Company must obtain the
approval of HUD in order to manage, or acquire a significant interest in, a
HUD-assisted or HUD-insured property. This approval process is commonly referred
to as "2530 Clearance." The Company had three unresolved flags in the 2530
system as of December 31, 1999, which the Company believes will not have a
material effect on its ability to receive 2530 approval. The Company can make no
assurance, however, that it will always receive such approval.

Environmental

The Company is subject to various Federal, state and local laws that impose
liability on property owners or operators for the costs of removal or
remediation of certain hazardous substances present on a property. Such laws
often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the release of the hazardous substances. The presence
of, or the failure to properly remediate, hazardous substances may adversely
affect occupancy at contaminated apartment communities and our ability to sell
or borrow against contaminated properties. In addition to the costs associated
with investigation and remediation actions brought by governmental agencies, the
presence of hazardous wastes on a property could result in personal injury or
similar claims by private plaintiffs. The Company also is subject to various
laws that impose liability for the cost of removal or remediation of hazardous
substances at a disposal or treatment facility. Anyone who arranges for the
disposal or treatment of hazardous or toxic substances is potentially liable
under such laws. These laws often impose liability whether or not the person
arranging for the disposal ever owned or operated the disposal facility. In
connection with the ownership, operation and management of our properties, we
could potentially be liable for environmental liabilities or costs associated
with our properties or properties we may acquire or manage in the future.

INSURANCE

Management believes that the Company's properties are covered by adequate
fire, flood and property insurance provided by reputable companies and with
commercially reasonable deductibles and limits.

8
<PAGE> 11

EMPLOYEES

The Company has a staff of employees performing various acquisition,
redevelopment and management functions. The Company, through the Partnership and
the Management Companies, has approximately 12,500 employees, most of whom are
employed at the property level. None of the employees are represented by a
union, and the Company has never experienced a work stoppage. The Company
believes it maintains satisfactory relations with its employees.

ITEM 2. PROPERTIES.

The Company's properties are located in 48 states, Puerto Rico and the
District of Columbia. The properties are managed by four Division
Vice-Presidents controlling 31 regional operating centers. The following table
sets forth information for the regional operating centers as of December 31,
1999:

<TABLE>
<CAPTION>
NUMBER
OF NUMBER OF
REGIONAL OPERATING CENTER DIVISION PROPERTIES UNITS
------------------------- --------- ---------- ---------
<S> <C> <C> <C>
Chicago, IL.......................................... Far West 57 10,761
Denver, CO........................................... Far West 84 14,279
Kansas City, MO...................................... Far West 72 11,094
Los Angeles, CA...................................... Far West 53 9,505
Oakland, CA.......................................... Far West 69 8,013
Phoenix, AZ.......................................... Far West 52 13,008
----- -------
387 66,660
----- -------
Allentown, PA........................................ East 116 9,693
Columbia, SC......................................... East 73 13,767
Greenville, SC....................................... East 86 12,016
Philadelphia, PA..................................... East 62 19,512
Rockville, MD........................................ East 62 16,881
Tarrytown, NY........................................ East 67 9,413
----- -------
466 81,282
----- -------
Atlanta, GA.......................................... Southeast 56 11,066
Boca Raton, FL....................................... Southeast 25 6,083
Miami, FL............................................ Southeast 32 7,400
Mobile, AL........................................... Southeast 60 9,893
Nashville, TN........................................ Southeast 58 10,720
Orlando, FL.......................................... Southeast 48 10,444
Tampa, FL............................................ Southeast 56 12,921
----- -------
335 68,527
----- -------
Austin, TX........................................... West 54 10,202
Columbus, OH......................................... West 62 12,426
Dallas I, TX......................................... West 58 10,989
Dallas II, TX........................................ West 68 13,281
Houston I, TX........................................ West 47 10,290
Houston II, TX....................................... West 48 12,062
Indianapolis, IN..................................... West 51 13,741
----- -------
388 82,991
----- -------
</TABLE>

9
<PAGE> 12

<TABLE>
<CAPTION>
NUMBER
OF NUMBER OF
REGIONAL OPERATING CENTER DIVISION PROPERTIES UNITS
------------------------- --------- ---------- ---------
<S> <C> <C> <C>
Portfolio:
Senior Living Sub ROC 1.............................. Oxford 8 1,637
Affordable Midwest................................... Oxford 42 5,409
Conventional Mideast................................. Oxford 32 8,289
Conventional Midwest................................. Oxford 45 10,725
Conventional South................................... Oxford 38 10,337
----- -------
165 36,397
----- -------
Other................................................ 201 27,605
----- -------
1,942 363,462
===== =======
</TABLE>

At December 31, 1999, the Company owned or controlled 373 properties
containing 106,148 units. These owned or controlled properties contain, on
average, 285 apartment units, with the largest property containing 2,113
apartment units. These properties offer residents a range of amenities,
including swimming pools, clubhouses, spas, fitness centers, tennis courts and
saunas. Many of the apartment units offer design and appliance features such as
vaulted ceilings, fireplaces, washer and dryer hook-ups, cable television,
balconies and patios. In addition, at December 31, 1999, the Company held an
equity interest in 751 properties containing 133,113 units, and managed 818
other properties containing 124,201 units. The Company's total portfolio of
1,942 properties contain, on average, 187 apartment units, with the largest
property containing 2,907 apartment units.

Substantially all of the properties owned or controlled by the Company are
encumbered by mortgage indebtedness or serve as collateral for the Company's
indebtedness. At December 31, 1999, the Company had aggregate mortgage
indebtedness totaling $2,375.1 million, which was secured by 361 properties with
a combined net book value of $4,028.8 million, having an aggregate weighted
average interest rate of 6.66%. As of December 31, 1999, approximately 9% of the
Company's outstanding debt was short-term debt and 91% was long-term debt. See
the financial statements included elsewhere in this Annual Report on Form 10-K
for additional information about the Company's indebtedness.

ITEM 3. LEGAL PROCEEDINGS.

General

The Company is a party to various legal actions resulting from its
operating activities. These actions are routine litigation and administrative
proceedings arising in the ordinary course of business, some of which are
covered by liability issuance, and none of which are expected to have a material
adverse effect on the consolidated financial condition or results of operations
of the Company.

Limited Partnerships

In connection with the Company's offers to purchase interests in limited
partnerships that own properties, the Company and its affiliates are sometimes
subject to legal actions, including allegations that such activities may involve
breaches of fiduciary duties to the limited partners of such partnerships or
violations of the relevant partnership agreements. The Company believes it
complies with its fiduciary obligations and relevant partnership agreements, and
does not expect such legal actions to have a material adverse effect on the
consolidated financial condition or results of operations of the Company and its
subsidiaries taken as a whole. The Company may incur costs in connection with
the defense or settlement of such litigation, which could adversely affect the
Company's desire or ability to complete certain transactions and thereby have a
material adverse effect on the Company and its subsidiaries.

10
<PAGE> 13

Pending Investigations of HUD Management Arrangements

In 1997, NHP received subpoenas from the HUD Inspector General ("IG")
requesting documents relating to arrangements whereby NHP or any of its
affiliates provides compensation to owners of HUD-assisted or HUD-insured
multi-family projects in exchange for or in connection with property management
of a HUD project. In July 1999, NHP received a grand jury subpoena requesting
documents relating to the same subject matter as the HUD IG subpoenas and NHP's
operation of a group purchasing program created by NHP, known as Buyers Access.
To date, neither the HUD IG nor the grand jury has initiated any action against
NHP or the Company or, to NHP's or the Company's knowledge, any owner of a HUD
property managed by NHP. The Company believes that NHP's operations and programs
are in compliance, in all material respects, with all laws, rules and
regulations relating to HUD-assisted or HUD-insured properties. The Company is
cooperating with the investigations and does not believe that the investigations
will result in a material adverse impact on its operations. However, as with any
similar investigation, there can be no assurance that these will not result in
material fines, penalties or other costs.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET PRICE OF AND DISTRIBUTIONS ON THE REGISTRANT'S COMMON UNITS AND
RELATED UNITHOLDER MATTERS.

There is no public market for the OP Units, and the Partnership does not
intend to list the OP Units on any securities exchange. In addition, the
Partnership Agreement restricts the transferability of OP Units. The following
table sets forth the cash distributions per OP Unit during the years ended
December 31, 1999 and 1998.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------
1999 1998
------ -------
<S> <C> <C>
1st Quarter................................................. $0.625 $0.5625
2nd Quarter................................................. 0.625 0.5625
3rd Quarter................................................. 0.625 0.5625
4th Quarter................................................. 0.625 0.5625
</TABLE>

On March 8, 2000, there were 73,424,988 OP Units outstanding, held by 2,627
Unitholders of record.

For the year ended December 31, 1999, the Partnership issued 1.0 million OP
Units and 2.3 million Preferred Units in transactions to acquire real estate
property or interests in real estate property. Each of these transactions was
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) thereof or Regulation D thereunder.

During the year ended December 31, 1999, the Partnership issued to AIMCO,
in exchange for cash, 5,000,000 Class K Preferred Units, and 5,000,000 Class L
Preferred Units. All the proceeds were used to repay indebtedness or for general
corporate purposes. Each of these transactions was also exempt from registration
under the Securities Act, pursuant to Section 4(2) thereof or Regulation D
thereunder.

11
<PAGE> 14

ITEM 6. SELECTED FINANCIAL DATA

The following historical selected financial data for the Company is based
on audited financial statements. This information should be read in conjunction
with such financial statements, including the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included herein.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income................................... $ 531,883 $ 373,963 $ 193,006 $100,516 $ 74,947
Property operating expenses............................... (213,959) (145,966) (76,168) (38,400) (30,150)
Owned property management expenses........................ (15,322) (10,882) (6,620) (2,746) (2,276)
Depreciation.............................................. (131,257) (83,908) (37,741) (19,556) (15,038)
---------- ---------- ---------- -------- --------
Income from property operations........................... 171,345 133,207 72,477 39,814 27,483
---------- ---------- ---------- -------- --------
SERVICE COMPANY BUSINESS:
Management fees and other income.......................... 42,877 22,675 13,937 8,367 8,132
Management and other expenses............................. (25,470) (16,960) (10,961) (6,150) (5,731)
---------- ---------- ---------- -------- --------
Income from service company business...................... 17,407 5,715 2,976 2,217 2,401
---------- ---------- ---------- -------- --------
General and administrative expenses....................... (12,016) (10,336) (5,396) (1,512) (1,804)
Interest expense.......................................... (139,124) (88,208) (51,385) (24,802) (13,322)
Interest income........................................... 62,183 28,170 8,676 523 658
Equity in losses of unconsolidated real estate
partnerships............................................ (2,588) (2,665) (1,798) -- --
Equity in earnings (losses) of unconsolidated
subsidiaries............................................ (2,400) 12,009 4,636 -- --
Loss from IPLP Exchange and Assumption.................... (684) (2,648) -- -- --
Minority interest......................................... (5,788) (1,868) 1,008 (111) --
Amortization.............................................. (5,860) (8,735) (948) (500) (428)
---------- ---------- ---------- -------- --------
Income from operations.................................... 82,475 64,641 30,246 15,629 14,988
Gain (loss) on disposition of properties.................. (1,785) 4,287 2,720 44 --
---------- ---------- ---------- -------- --------
Income before extraordinary item.......................... 80,690 68,928 32,966 15,673 14,988
Extraordinary item -- early extinguishment of debt........ -- -- (269) -- --
---------- ---------- ---------- -------- --------
Net income................................................ $ 80,690 $ 68,928 $ 32,697 $ 15,673 $ 14,988
========== ========== ========== ======== ========
OTHER INFORMATION:
Total owned or controlled properties (end of period)...... 373 234 147 94 56
Total owned or controlled apartment units (end of
period)................................................. 106,148 61,672 40,039 23,764 14,453
Total equity apartment units (end of period).............. 133,113 171,657 83,431 3,611 6,349
Units under management (end of period).................... 124,201 146,034 69,587 15,439 13,245
Basic earnings per OP Unit................................ $ 0.39 $ 0.80 $ 1.09 $ 1.05 $ 0.86
Diluted earnings per OP Unit.............................. $ 0.38 $ 0.78 $ 1.08 $ 1.04 $ 0.86
Distributions paid per OP Unit............................ $ 2.50 $ 2.25 $ 1.85 $ 1.70 $ 1.66
BALANCE SHEET INFORMATION:
Real estate, before accumulated depreciation.............. $4,508,535 $2,743,865 $1,657,207 $865,222 $477,162
Real estate, net of accumulated depreciation.............. 4,092,543 2,515,710 1,503,922 745,145 448,425
Total assets.............................................. 5,684,251 4,186,764 2,100,510 827,673 480,361
Total indebtedness........................................ 2,584,289 1,601,730 808,530 522,146 268,692
Redeemable partnership units.............................. -- -- 197,086 96,064 38,463
Partnership-obligated mandatorily redeemable convertible
preferred securities of a subsidiary trust.............. 149,500 149,500 -- -- --
Partners' capital......................................... 2,486,889 2,153,335 960,176 178,462 160,947
</TABLE>

12
<PAGE> 15

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

OVERVIEW

The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements in certain circumstances. Certain
information included in this report and other filings (collectively "SEC
Filings") under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (as well as information communicated orally or
in writing between the dates of such SEC Filings) contains or may contain
information that is forward looking, including, without limitation, statements
regarding the effect of acquisitions, the Company's future financial performance
and the effect of government regulations. Actual results may differ materially
from those described in the forward looking statements and will be affected by a
variety of risks and factors including, without limitation, national and local
economic conditions, the general level of interest rates, terms of governmental
regulations that affect the Company and interpretations of those regulations,
the competitive environment in which the Company operates, financing risks,
including the risk that the Company's cash flows from operations may be
insufficient to meet required payments of principal and interest, real estate
risks, including variations of real estate values and the general economic
climate in local markets and competition for tenants in such markets,
acquisition and development risks, including failure of such acquisitions to
perform in accordance with projections, and possible environmental liabilities,
including costs which may be incurred due to necessary remediation of
contamination of properties presently owned or previously owned by the Company.
In addition, AIMCO's continued qualification as a real estate investment trust
involves the application of highly technical and complex provisions of the
Internal Revenue Code. Readers should carefully review the Company's financial
statements and the notes thereto, as well as the risk factors described in the
SEC Filings.

The following discussion and analysis of the results of operations and
financial condition of the Company should be read in conjunction with the
financial statements incorporated by reference in Item 8 of this Annual Report
on Form 10-K. The following discussion of results of operations is based on net
income calculated under accounting principles generally accepted in the United
States. The Company, however, considers funds from operations, less a reserve
for capital replacements, to be a more meaningful measure of economic
performance.

RESULTS OF OPERATIONS

Comparison of the Year Ended December 31, 1999 to the Year Ended December 31,
1998

NET INCOME

The Company recognized net income of $80.7 million, and net income
attributable to holders of OP Units of $26.5 million, for the year ended
December 31, 1999, compared to net income and net income attributable to holders
of OP Units of $68.9 million and $42.4 million, respectively, for the year ended
December 31, 1998. Net income attributable to holders of OP Units represents net
income less distributions on Preferred Units.

The increase in net income of $11.8 million, or 17.1%, was primarily the
result of the following:

- the increase in net "same store" property results;

- the acquisition of 22,459 units in 82 apartment communities during 1998;

- the acquisition of 12,721 units in 28 apartment communities during 1999;

- the acquisition of Ambassador Apartments, Inc. in May 1998 which impacted
the second half of 1998;

- the acquisition of the Insignia Multi-family Business in October 1998
which primarily impacted 1999;

- the completion of the Insignia Properties Trust Merger in February 1999;

- the purchase of $258 million in limited partnership interests from
unaffiliated third parties; and

- an increase in interest income on notes receivable from unconsolidated
real estate partnerships.

13
<PAGE> 16

The effect of the above on net income was partially offset by the sale of
eight properties in 1999 and four properties in 1998. These factors are
discussed in more detail in the following paragraphs.

Rental Property Operations

The increases in rental property operations resulted primarily from
improved same store sales results, acquisitions of properties in 1998 and 1999,
and through the purchase of limited partnership interests from unaffiliated
third parties which gave the Company a controlling interest in partnerships
owning 125 properties in 1999.

Rental and other property revenues from the Company's owned and controlled
properties totaled $531.9 million for the year ended December 31, 1999, compared
to $374.0 million for the year ended December 31, 1998, an increase of $157.9
million, or 42.2%.

Property operating expenses totaled $214.0 million for the year ended
December 31, 1999, compared to $146.0 million for the year ended December 31,
1998, an increase of $68.0 million, or 46.6%. Property operating expenses
consist of on-site payroll costs, utilities (net of reimbursements received from
tenants), contract services, turnover costs, repairs and maintenance,
advertising and marketing, property taxes and insurance.

Owned property management expenses, representing the costs of managing the
Company's owned or controlled properties, totaled $15.3 million for the year
ended December 31, 1999, compared to $10.9 million for the year ended December
31, 1998, an increase of $4.4 million, or 40.4%.

Service Company Business

Income from the service company business was $17.4 million for the year
ended December 31, 1999, compared to $5.7 million for the year ended December
31, 1998, an increase of $11.7 million or 205.3%. The increase was primarily due
to management contracts acquired in the Insignia and IPT mergers that are held
by the Company, as well as the transfer of majority-owned management contracts
from the unconsolidated management companies to the Company. When the Company
owns at least a 40% interest in a real estate partnership, the management
contract with that real estate partnership is assigned to the Company increasing
the amount of revenues recognized by the consolidated service company
operations.

General and Administrative Expenses

General and administrative expenses totaled $12.0 million for the year
ended December 31, 1999, compared to $10.3 million for the year ended December
31, 1998, an increase of $1.7 million, or 16.5%. The increase in general and
administrative expenses is primarily due to efforts to align expenses with the
revenues they help generate. The results of these efforts increased the amount
of expenses allocated to both consolidated and unconsolidated service company
management expenses.

Interest Expense

Interest expense, which includes the amortization of deferred finance
costs, totaled $139.1 million for the year ended December 31, 1999, compared to
$88.2 million for the year ended December 31, 1998, an increase of $50.9 million
or 57.7%. The increase was primarily due to interest expense incurred in
connection with 1999 and 1998 acquisitions, as well as the consolidation of an
additional 125 properties when control was obtained.

Interest Income

Interest income totaled $62.2 million for the year ended December 31, 1999,
compared to $28.2 million for the year ended December 31, 1998, an increase of
$34.0 million or 120.6%. The Company holds investments in notes receivable which
were either extended by the Company and are carried at the face amount plus
accrued interest ("par value notes") or were made by predecessors whose
positions have been acquired by the Company at a discount and are carried at the
acquisition amount using the cost recovery method ("discounted notes"). $32.5
million of the increase in interest income is due to the recognition of
14
<PAGE> 17

interest income that had previously been deferred and portions of the related
discounts for certain discounted notes. Based upon closed or pending
transactions, market conditions, and improved operations of the obligor, the
collectibility of such notes is now believed to be probable and the amounts and
timing of collections are estimable. The remaining increase is primarily related
to other recurring interest earned on both the par value and discounted notes
made by the Company to the partnerships in which the Company acts as the general
partner and interest earned on notes receivable acquired in the mergers with
Insignia and IPT.

Comparison of the Year Ended December 31, 1998 to the Year Ended December 31,
1997

NET INCOME

The Company recognized net income of $68.9 million, and net income
attributable to holders of OP Units of $42.4 million, for the year ended
December 31, 1998, compared to net income and net income attributable to holders
of OP Units of $32.7 million and $30.4 million, respectively, for the year ended
December 31, 1997. Net income attributable to holders of OP Units represents net
income less distributions on Preferred Units.

The increase in net income of $36.2 million, or 110.7%, was primarily the
result of the following:

- the increase in net "same store" property results;

- the acquisition of 11,706 units in 44 apartment communities during 1997;

- the acquisition of 22,459 units in 82 apartment communities during 1998;

- the acquisition of NHP Incorporated ("NHP") in December 1997 which
impacted operations in 1998;

- the acquisition of Ambassador Apartments, Inc. in May 1998 which impacted
the second half of 1998;

- the acquisition of the Insignia Multi-family Business in October 1998
which impacted the last quarter of 1998; and

- an increase in interest income on notes receivable from unconsolidated
real estate partnerships.

The effect of the above on net income was partially offset by the sale of
four properties in 1998 and five properties in 1997. These factors are discussed
in more detail in the following paragraphs.

Rental Property Operations

The increases in rental property operations resulted primarily from
improved same store sale results, acquisitions of properties in 1997 and 1998,
and acquisitions of controlling interests in properties through the NHP,
Ambassador and Insignia mergers.

Rental and other property revenues from the Company's owned and controlled
properties totaled $374.0 million for the year ended December 31, 1998, compared
to $193.0 million for the year ended December 31, 1997, an increase of $181.0
million, or 93.8%.

Property operating expenses totaled $146.0 million for the year ended
December 31, 1998, compared to $76.2 million for the year ended December 31,
1997, an increase of $69.8 million, or 91.6%. Property operating expenses
consist of on-site payroll costs, utilities (net of reimbursements received from
tenants), contract services, turnover costs, repairs and maintenance,
advertising and marketing, property taxes and insurance.

Owned property management expenses, representing the costs of managing the
Company's owned or controlled properties, totaled $10.9 million for the year
ended December 31, 1998, compared to $6.6 million for the year ended December
31, 1997, an increase of $4.3 million, or 65.2%.

Service Company Business

Income from the service company business was $5.7 million for the year
ended December 31, 1998, compared to $3.0 million for the year ended December
31, 1997, an increase of $2.7 million or 90.0%. The

15
<PAGE> 18

increase was primarily due to management contracts acquired in the Insignia
merger that are held by the Company, as well as the transfer of majority-owned
management contracts from the management companies to the Company. When the
Company owns at least a 40% interest in a real estate partnership, the
management contract with that real estate partnership is assigned to the Company
increasing the amount of revenues recognized by the consolidated service company
operations.

General and Administrative Expenses

General and administrative expenses totaled $10.3 million for the year
ended December 31, 1998, compared to $5.4 million for the year ended December
31, 1997, an increase of $4.9 million, or 90.7%. The increase in general and
administrative expenses is primarily due to additional corporate costs and
additional employee salaries associated with the purchase of NHP Real Estate
Companies in June 1997 and the mergers with NHP Incorporated in December 1997,
Ambassador Apartments, Inc. in May 1998 and Insignia Financial Group, Inc. in
October 1998. In addition, due to the growth of the Company, several new
departments have been added including legal, tax and Limited Partnership
administration, as well as increased levels of personnel in the accounting and
finance departments.

Interest Expense

Interest expense, which includes the amortization of deferred finance
costs, totaled $88.2 million for the year ended December 31, 1998, compared to
$51.4 million for the year ended December 31, 1997, an increase of $36.8 million
or 71.6%. The increase was primarily due to interest expense incurred in
connection with the acquisition of interests in Ambassador Apartments, Inc. and
Insignia Financial Group, Inc. and interest expense incurred in connection with
1998 and 1997 acquisitions.

Interest Income

Interest income totaled $28.2 million for the year ended December 31, 1998,
compared to $8.7 million for the year ended December 31, 1997. The increase is
primarily due to interest earned on the increased average outstanding balances
of notes receivable from unconsolidated real estate partnerships and
subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1999, the Company had $101.6 million in cash and cash
equivalents and $84.6 million of restricted cash, primarily consisting of
reserves and impounds held by lenders for capital expenditures, property taxes
and insurance. In addition, cash, cash equivalents and restricted cash are held
by partnerships and subsidiaries which are not presented on a consolidated
basis. The Company's principal demands for liquidity include normal operating
activities, payments of principal and interest on outstanding debt, capital
improvements, acquisitions of and investments in properties, distributions paid
to its unitholders and distributions paid to limited partners. The Company
considers its cash provided by operating activities to be adequate to meet
short-term liquidity demands.

In August 1999, AIMCO and the Partnership closed a $300 million revolving
credit facility arranged by Bank of America, N.A. BankBoston, N.A. and First
Union National Bank and comprised of a total of nine lender participants. The
obligations under the credit facility are secured by certain non-real estate
assets of the Company. The existing lines of credit were terminated. The credit
facility is used for general corporate purposes and has a two-year term with two
one-year extensions. The annual interest rate under the credit facility is based
on either LIBOR or a base rate which is the higher of Bank of America's
reference rate or 0.5% over the federal funds rate, plus, in either case, an
applicable margin. The margin ranges between 2.05% and 2.55%, in the case of
LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans,
based upon a fixed charge coverage ratio. The weighted average interest rate at
December 31, 1999 was 8.84%. The amount available under the credit facility at
December 31, 1999 was $90.8 million.

16
<PAGE> 19

As of December 31, 1999, 96.8% of the Company's owned or controlled
properties and 45.4% of its total assets were encumbered by debt. The Company
had total outstanding indebtedness of $2,584.3 million, of which $2,375.1
million was secured by properties. The Company's indebtedness is comprised of
$1,954.3 million of secured long-term financing, $420.8 million of secured
tax-exempt bond financing and $209.2 in unsecured short-term financing. As of
December 31, 1999, approximately 9% of the Company's indebtedness bears interest
at variable rates. General Motors Acceptance Corporation has made 113 loans (the
"GMAC Loans") to property owning partnerships of the Company, each of which is
secured by the property owned by such partnership. The 113 GMAC Loans had an
aggregate outstanding principal balance of $570.1 million as of December 31,
1999. Certain GMAC Loans are cross-collateralized with certain other GMAC Loans.
Other than certain GMAC Loans, none of the Company's debt is subject to
cross-collateralization provisions. The weighted average interest rate on the
Company's secured, long-term notes payable was 6.66% with a weighted average
maturity of 12.8 years as of December 31, 1999. At December 31, 1999, the
weighted average interest rate on the Company's unsecured short-term financing
was 8.84%.

During the year ended December 31, 1999, the Company issued $410.3 million
of long-term fixed rate, fully amortizing notes payable with a weighted average
interest rate of 7.3%. Each of the notes is individually secured by one of forty
properties with no cross-collateralization. The Company used the net proceeds
after transaction costs of $373.6 million to repay existing debt. During the
year ended December 31, 1999, the Company has also assumed $110.1 million of
long-term fixed rate, fully amortizing notes payable with a weighted average
interest rate of 7.9% in connection with the acquisition of properties. Each of
the notes is individually secured by one of thirteen properties with no
cross-collateralization.

The Company expects to meet its long-term liquidity requirements, such as
refinancing debt and property acquisitions, through long-term borrowings, both
secured and unsecured, the issuance of debt or equity securities (including OP
Units) and cash generated from operations. In August 1998, AIMCO and the
Partnership filed a shelf registration statement with the Securities and
Exchange Commission ("SEC") with respect to an aggregate of $1,268 million of
debt and equity securities of AIMCO (of which $268 million was carried forward
from AIMCO's 1997 shelf registration statement) and $500 million of debt
securities of the Partnership. The registration statement was declared effective
by the SEC on December 10, 1998. As of December 31, 1999, AIMCO had $1,088
million available and the Partnership had $500 million available from this
registration statement. The Company expects to finance acquisition of real
estate interests with cash from operations or the issuance of equity securities
and debt.

CAPITAL EXPENDITURES

For the year ended December 31, 1999, the Company spent a total of $291.7
million for capital expenditures on its portfolio of assets. The Company's share
of those expenditures for its conventional assets are as follows: $38.4 million
for capital replacements (expenditures for routine maintenance of a property);
$54.8 million for Initial Capital Expenditures ("ICE", expenditures at a
property that have been identified, at the time the property is acquired, as
expenditures to be incurred within one year of the acquisition); and $43.3
million for construction and capital enhancements (amenities that add a material
new feature or revenue source at a property). The expenditures for capital
replacements in 1999 exceeded the provision of $300 per apartment provided for
by the Company by $9.7 million which represents unspent capital replacements and
ICE from prior years. These expenditures were funded by net cash provided by
operating activities, working capital reserves, and borrowings under the
Company's credit facility. ICE and capital enhancements will primarily be funded
by cash from operating activities and borrowings under the Company's credit
facility.

17
<PAGE> 20

The Company's accounting treatment of various capital and maintenance costs
is detailed in the following table:

<TABLE>
<CAPTION>
DEPRECIABLE LIFE
EXPENDITURE ACCOUNTING TREATMENT IN YEARS
- ----------- -------------------- ----------------
<S> <C> <C>
Initial capital expenditures........................ capitalize 5 to 15
Capital enhancements................................ capitalize 5 to 30
Capital replacements:
Carpet/vinyl replacement............................ capitalize 5
Carpet cleaning..................................... expense N/A
Major appliance replacement (refrigerators, stoves,
Dishwashers, washers/dryers)...................... capitalize 5
Cabinet replacement................................. capitalize 5
Major new landscaping............................... capitalize 5
Seasonal plantings and landscape replacements....... expense N/A
Roof replacements................................... capitalize 15
Roof repairs........................................ expense N/A
Model furniture..................................... capitalize 5
Office equipment.................................... capitalize 5
Exterior painting, significant...................... capitalize 5
Interior painting................................... expense N/A
Parking lot repairs................................. expense N/A
Parking lot repaving................................ capitalize 15
Equipment repairs................................... expense N/A
General policy for capitalization................... capitalize amounts Various
in excess of $250
</TABLE>

FUNDS FROM OPERATIONS

The Company measures its economic profitability based on funds from
operations ("FFO"), less a reserve for capital replacements of $300 per
apartment unit. The Company's management believes that FFO, less such a reserve,
provides investors with an understanding of the Company's ability to incur and
service debt and make capital expenditures. The Board of Governors of the
National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as
net income (loss), computed in accordance with generally accepted accounting
principles ("GAAP"), excluding gains and losses from debt restructuring and
sales of property, plus real estate related depreciation and amortization
(excluding amortization of financing costs), and after adjustments for
unconsolidated partnerships and joint ventures. The Company calculates FFO based
on the NAREIT definition, as adjusted for amortization, the non-cash deferred
portion of the income tax provision for unconsolidated subsidiaries and less the
payment of distributions on Preferred Units. FFO should not be considered an
alternative to net income or net cash flows from operating activities, as
calculated in accordance with GAAP, as an indication of the Company's
performance or as a measure of liquidity. FFO is not necessarily indicative of
cash available to fund future cash needs. In addition, there can be no assurance
that the Company's basis for computing FFO is comparable with that of other real
estate investment trusts.

18
<PAGE> 21

For the years ended December 31, 1999, 1998 and 1997, the Company's FFO is
calculated as follows (amounts in thousands):

<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
Net income.......................................... $ 80,690 $ 68,928 $ 32,697
Extraordinary item.................................. -- -- 269
(Gain) loss on disposition of properties............ 1,785 (4,287) (2,720)
Real estate depreciation, net of minority
Interests......................................... 121,084 79,869 33,751
Real estate depreciation related to Unconsolidated
entities.......................................... 104,754 34,765 9,864
Amortization........................................ 36,731 26,177 2,535
Deferred taxes...................................... 1,763 9,215 4,894
Expenses associated with convertible preferred
securities........................................ 6,892 -- --
Preferred unit distributions........................ (33,265) (20,837) (135)
-------- -------- ---------
Funds From Operations (FFO)......................... $320,434 $193,830 $ 81,155
======== ======== =========
Weighted average number of OP Units and OP Unit
equivalents:
OP Units.......................................... 68,828 52,798 27,732
OP Unit equivalents............................... 1,101 1,306 381
Preferred units convertible into OP Units......... 8,602 2,463 1,006
-------- -------- ---------
78,531 56,567 29,119
======== ======== =========
CASH FLOW INFORMATION:
Cash flow provided by operating activities.......... $254,380 $144,152 $ 73,032
Cash flow used in investing activities.............. (243,078) (342,541) (717,663)
Cash flow provided by financing activities.......... 37,470 214,133 668,549
</TABLE>

CONTRIBUTION TO FREE CASH FLOW

The Company seeks to improve funds from operations, less a reserve for
capital replacements, on a per share basis. In this regard, in addition to the
year-to-year comparative discussion, the Company has provided disclosure (see
Footnote 22 in the accompanying Notes to Consolidated Financial Statements) on
the contribution (separated between consolidated and unconsolidated activity) to
the Company's free cash flow from several components of the Company and a
reconciliation of free cash flow to FFO, less a reserve for capital
replacements, and to net income for the year ended December 31, 1999. The
Company defines free cash flow as FFO, less a reserve for capital replacements,
plus interest expense and preferred stock dividends.

The contributors to the Company's free cash flow of $526 million were real
estate -- $419 million (79%), service businesses -- $51 million (10%), recurring
interest income -- $31 million (6%) and transactions (fees and recovery of loan
discounts) -- $37 million (7%), less general and administrative expenses -- $12
million (2%).

Expenses to arrive at FFO, less a reserve for capital replacements, were
interest expense -- $201 million, and Preferred Unit distributions -- $33
million. This results in FFO, less a reserve for capital replacements, of $292
million of which $178 million (61%) is from consolidated activities and $114
million (39%) is from unconsolidated activities.

The real estate free cash flow contribution of $444 million before a $24
million minority interest deduction is concentrated in conventional apartment
properties, which comprise $389 million or 88% of the real estate free cash flow
contribution. Conventional apartments with rents of $500 per month or higher
comprise $333 million or 86% of the real estate free cash flow contribution from
conventional units. Conventional apartments with rents of $600 per month or
higher comprise $222 million or 57% of the real estate free cash flow
contribution from conventional units. Overall, the Company has balanced
contributions to conventional real estate free cash flow from monthly rents of
less than $500 per unit to monthly rents greater than $800 per unit.

19
<PAGE> 22

Contributions to conventional real estate free cash flow for 1999 were as
follows:

<TABLE>
<CAPTION>
TOTAL CONTR. %
-------- --------
<S> <C> <C>
Average monthly rent greater than $800 per unit............. $ 78,305 20%
Average monthly rent $700 to $800 per unit.................. 56,939 15%
Average monthly rent $600 to $700 per unit.................. 86,400 22%
Average monthly rent $500 to $600 per unit.................. 110,921 29%
Average monthly rent $500 per unit.......................... 56,553 14%
-------- ---
$389,118 100%
======== ===
</TABLE>

The service businesses contributed $51 million (10%) to free cash flow. The
service businesses provide management services to properties and partnerships
and includes Buyers Access, the nation's largest group purchasing organization
serving the apartment industry. Management contracts contribute $47 million
(92%) to the service businesses contribution. $36 million (75%) of the
management contract contribution is derived from properties the Company controls
through economic ownership or its general partner position. $10 million (22%) of
the management contract contribution is from long-term management contracts.
Less than $1 million is contributed from short-term third party management
contracts (30 day cancelable). Buyer's Access contributed $3 million or 6% to
the service businesses contribution.

The Company received recurring interest income from par value notes and
other receivables and interest bearing accounts of $31 million (50% of total
interest income in 1999). In addition, the Company has realized interest income
from recoveries of notes receivable that were acquired at a discount to actual
face value. As the Company improved property operations, some of these notes
have become collectible. In 1999, the Company recognized $32 million (50% of
total interest income) in recoveries from notes purchased at a discount.

Fees contributed $5 million (1%) to free cash flow contribution. Fees are
earned in partnership sales and financing transactions. The Company considers
fees and interest income from notes purchased at a discount as transactional.
Together, the transactional contribution was $37 million (7%) of free cash flows
contribution.

Footnote 22 in the accompanying Notes to Consolidated Financial Statements
provides additional detail on each component of free cash flow. We believe this
disclosure is complementary to the previous year-to-year results of operations
comparisons.

CONTINGENCIES

Pending Investigations of HUD Management Arrangements

INFLATION

Substantially all of the leases at the Company's apartment properties are
for a period of twelve months or less, allowing, at the time of renewal, for
adjustments in the rental rate and the opportunity to re-lease the

20
<PAGE> 23

apartment unit at the prevailing market rate. The short term nature of these
leases generally serves to minimize the risk to the Company of the adverse
effect of inflation and the Company does not believe that inflation has had a
material adverse impact on its revenues.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary market risk exposure relates to changes in interest
rates. The Company is not subject to any foreign currency exchange rate risk or
commodity price risk, or any other material market rate or price risks. The
Company uses predominantly long-term, fixed-rate and self-amortizing
non-recourse mortgage debt in order to avoid the refunding or repricing risks of
short-term borrowings. The Company uses short-term debt financing and working
capital primarily to fund acquisitions and generally expects to refinance such
borrowings with proceeds from operating activities, equity offerings or
long-term debt financings.

The Company had $240.9 million of variable rate debt outstanding at
December 31, 1999, which represents 9% of the Company's total outstanding debt.
Based on this level of debt, an increase in interest rates of 1% would result in
the Company's income and cash flows being reduced by $2.4 million on an annual
basis. At December 31, 1999, the Company had $2,343.4 million of fixed rate debt
outstanding. The partnership debt secured by individual properties in an
aggregate amount of $51.8 million, $92.7 million, $66.9 million, $139.7 million
and $205.7 million will mature in the years 2000, 2001, 2002, 2003 and 2004,
respectively.

The estimated aggregate fair value of the Company's cash and cash
equivalents, receivables, payables and short-term unsecured debt as of December
31, 1999 is assumed to approximate their carrying value due to their relatively
short terms. Management further believes that the fair market value of the
Company's secured tax-exempt bond debt and secured long-term debt approximates
their carrying value, based on market comparisons to similar types of debt
instruments having similar maturities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The independent auditor's reports, consolidated financial statements and
schedules listed in the accompanying index are filed as part of this report and
incorporated herein by this reference. See "Index to Financial Statements" on
page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

21
<PAGE> 24

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

All of the executive officers of the General Partner of the Partnership
also serve as executive officers of AIMCO. Accordingly, the information below
reflects the directors of the General Partner and the executive officers of both
the General Partner of the Partnership and AIMCO. The officers of AIMCO and the
General Partner of the Partnership are elected annually by their respective
Boards of Directors.

<TABLE>
<CAPTION>
NAME AGE FIRST ELECTED POSITION
- ---- --- ------------- --------
<S> <C> <C> <C>
Terry Considine................ 52 July 1994 Chairman of the Board of Directors
and Chief Executive Officer
Peter K. Kompaniez............. 55 July 1994 Vice Chairman of the Board of
Directors and President
Thomas W. Toomey............... 39 January 1996 Chief Operating Officer
Harry G. Alcock................ 36 July 1996 Executive Vice President and Chief
Investment Officer
Joel F. Bonder................. 51 December 1997 Executive Vice President, General
Counsel and Secretary
Patrick J. Foye................ 43 May 1998 Executive Vice President
Lance J. Graber................ 38 October 1999 Executive Vice
President -- Acquisitions
Steven D. Ira.................. 49 July 1994 Co-Founder and Executive Vice
President -- Property Operations
Paul J. McAuliffe.............. 43 February 1999 Executive Vice President and Chief
Financial Officer
</TABLE>

The following is a biographical summary of the experience of the current
directors of the General Partner and executive officers of the General Partner
and AIMCO as of February 29, 2000.

Terry Considine. Mr. Considine has been Chairman of the Board of Directors
and Chief Executive Officer of the General Partner and AIMCO since July 1994.
Mr. Considine serves as Chairman and director of Asset Investors Corporation
("Asset Investors") and Commercial Assets, Inc. ("Commercial Assets"), two other
public real estate investment trusts. Mr. Considine has been and remains
involved as a principal in a variety of other business activities.

Peter K. Kompaniez. Mr. Kompaniez has been Vice Chairman of the Board of
Directors of the General Partner and AIMCO since July 1994 and was appointed
President of AIMCO in July 1997. Mr. Kompaniez has also served as Chief
Operating Officer of NHP Incorporated ("NHP"), which was acquired by the Company
in December 1997. From 1986 to 1993, he served as President and Chief Executive
Officer of Heron Financial Corporation ("HFC"), a United States holding company
for Heron International, N.V.'s real estate and related assets. While at HFC,
Mr. Kompaniez administered the acquisition, development and disposition of
approximately 8,150 apartment units (including 6,217 units that have been
acquired by the Company) and 3.1 million square feet of commercial real estate.

Thomas W. Toomey. Mr. Toomey served as Senior Vice President-Finance and
Administration of the General Partner and AIMCO since January 1996 to March
1997, when he was promoted to Executive Vice President-Finance and
Administration. Mr. Toomey served as Executive Vice President -- Finance and
Administration until December 1999, when he was appointed Chief Operating
Officer. From 1990 until 1995, Mr. Toomey served in a similar capacity with
Lincoln Property Company ("LPC") as Vice President/Senior Controller and
Director of Administrative Services of Lincoln Property Services where he was
responsible for LPC's computer systems, accounting, tax, treasury services and
benefits administration. From 1984 to 1990, he was an audit manager with Arthur
Andersen & Co. where he served real estate and banking clients. Mr. Toomey
received a B.S. in Business Administration/Finance from Oregon State University.

22
<PAGE> 25

Harry G. Alcock. Mr. Alcock served as a Vice President of the General
Partner and AIMCO since July 1996 to October 1997, when he was promoted to
Senior Vice President-Acquisitions. Mr. Alcock served as Senior Vice
President-Acquisitions until October 1999, when he was promoted to Executive
Vice President and Chief Investment Officer. Mr. Alcock has had responsibility
for acquisition and financing activities of the Company since July 1994. From
June 1992 until July 1994, Mr. Alcock served as Senior Financial Analyst for PDI
and HFC. From 1988 to 1992, Mr. Alcock worked for Larwin Development Corp., a
Los Angeles-based real estate developer, with responsibility for raising debt
and joint venture equity to fund land acquisitions and development. From 1987 to
1988, Mr. Alcock worked for Ford Aerospace Corp. He received his B.S. from San
Jose State University.

Joel F. Bonder. Mr. Bonder was appointed Executive Vice President, General
Counsel and Secretary of the General Partner and AIMCO in December 1997. Prior
to joining the Company, Mr. Bonder served as Senior Vice President and General
Counsel of NHP from April 1994 until December 1997. Mr. Bonder served as Vice
President and Deputy General Counsel of NHP from June 1991 to March 1994 and as
Associate General Counsel of NHP Incorporated from 1986 to 1991. From 1983 to
1985, Mr. Bonder practiced with the Washington, D.C. law firm of Lane & Edson,
P.C. and from 1979 to 1983 practiced with the Chicago law firm of Ross and
Hardies. Mr. Bonder received a B.A. from the University of Rochester and a J.D.
from Washington University School of Law.

Patrick J. Foye. Mr. Foye was appointed Executive Vice President of the
General Partner and AIMCO in May 1998. He is responsible for acquisitions of
partnership securities, consolidation of minority interests, and corporate and
other acquisitions. Prior to joining the Company, Mr. Foye was a Merger and
Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP
from 1989 to 1998 and was Managing Partner of the firm's Brussels, Budapest and
Moscow offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the
Long Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham Law School and was Associate Editor of the Fordham Law Review.

Lance J. Graber. Mr. Graber was appointed Executive Vice
President-Acquisitions of the General Partner and AIMCO in October 1999. His
principal business function is acquisitions. Prior to joining the Company, Mr.
Graber was an Associate from 1991 through 1992 and then a Vice President from
1992 through 1994 at Credit Suisse First Boston engaged in real estate financial
advisory services and principal investing. He was a Director there from 1994 to
May 1999, during which time he supervised a staff of seven in the making of
principal investments in hotel, multi-family and assisted living properties. Mr.
Graber received a B.S. and an M.B.A. from the Wharton School of the University
of Pennsylvania.

Steven D. Ira. Mr. Ira is a Co-Founder of AIMCO and has served as Executive
Vice President -- Property Operations of the General Partner and AIMCO since
July 1994. Mr. Ira has been Executive Vice President of the General Partner
since July 1998. From 1987 until July 1994, he served as President of Property
Asset Management ("PAM"). Prior to merging his firm with PAM in 1987, Mr. Ira
acquired extensive experience in property management. Between 1977 and 1981 he
supervised the property management of over 3,000 apartment and mobile home units
in Colorado, Michigan, Pennsylvania and Florida, and in 1981 he joined with
others to form the property management firm of McDermott, Stein and Ira. Mr. Ira
served for several years on the National Apartment Manager Accreditation Board
and is a former president of both the National Apartment Association and the
Colorado Apartment Association. Mr. Ira is the sixth individual elected to the
Hall of Fame of the National Apartment Association in its 54-year history. He
holds a Certified Apartment Property Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment Association, a Certified
Property Manager (CPM) designation from the National Institute of Real Estate
Management (IREM) and he is a member of the Boards of Directors of the National
Multi-Housing Council, the National Apartment Association and the Apartment
Association of Greater Orlando. Mr. Ira received a B.S. from Metropolitan State
College in 1975.

Paul J. McAuliffe. Mr. McAuliffe has been Executive Vice President of the
General Partner and AIMCO since February 1999 and was appointed Chief Financial
Officer in October 1999. Prior to joining the Company, Mr. McAuliffe was Senior
Managing Director of Secured Capital Corp and prior to that time had

23
<PAGE> 26

been a Managing Director of Smith Barney, Inc. from 1993 to 1996, where he was
senior member of the underwriting team that lead AIMCO's initial public offering
in 1994. Mr. McAuliffe was also a Managing Director and head of the real estate
group at CS First Boston from 1990 to 1993 and he was a Principal in the real
estate group at Morgan Stanley & Co., Inc. where he worked from 1983 to 1990.
Mr. McAuliffe received a B.A. from Columbia College and an M.B.A. from
University of Virginia, Darden School.

Section 16(a) Compliance. Section 16(a) of the Securities Exchange Act
requires the General Partner's executive officers and directors, and persons who
own more than ten percent of a registered class of the Partnership's OP Units,
to file reports (Forms 3, 4 and 5) of unit ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and beneficial
owners of more than ten percent of the Partnership's OP Units are required by
Securities Exchange Commission regulations to furnish the Partnership with
copies of all such forms that they file.

Based solely on the Partnership's review of the copies of Forms 3, 4 and 5
and the amendments thereto received by it for the year ended December 31, 1999,
or written representations from certain reporting persons that no Forms 5 were
required to be filed by those persons, the Partnership believes that during the
period ended December 31, 1999, all filing requirements were complied with by
its executive officers, directors and beneficial owners of more than ten percent
of the Partnership's OP Units.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid for each of the three
fiscal years ended December 31, 1999, 1998 and 1997 to the directors of the
General Partner and the Chief Executive Officer and each of the four other most
highly compensated executive officers of the General Partner and AIMCO (the
"Named Executive Officers"). Information regarding stock options and other stock
based compensation payable by AIMCO has been included for informational purposes
since the Partnership will issue to AIMCO additional OP Units upon the exercise
of such stock options and the contribution to the Partnership of the net
proceeds therefrom.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION(1)
----------------------------
SECURITIES
UNDERLYING
STOCK
ANNUAL COMPENSATION OPTIONS/
NAME AND PRINCIPAL ----------------------- OTHER ANNUAL RESTRICTED SARS(#) ALL OTHER
POSITION YEAR SALARY($) BONUS($)(2) COMPENSATION($) STOCK AWARDS($) AWARDS COMPENSATION($)
------------------ ---- --------- ----------- --------------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Terry Considine............ 1999 $275,000 $1,275,000 $ -- 385,294
Chairman of the Board of 1998 275,000 1,025,000 -- -- 150,000 --
Directors and Chief 1997 275,000 2,060,000 -- -- 2,740,000 --
Executive Officer
Peter K. Kompaniez......... 1999 $235,000 $ 985,000 $ -- 75,000
President and Vice 1998 235,000 735,000 -- -- 75,000 --
Chairman 1997 235,000 800,000 -- -- 815,000 --
Thomas W. Toomey........... 1999 $200,000 $ 500,000 $ -- 29,412
Chief Operating Officer 1998 200,000 300,000 -- -- 100,000 --
1997 180,000 555,000 -- -- 220,000 --
Patrick J. Foye(3)......... 1999 $225,000 $ 400,000 $995,313 29,412
Executive Vice President 1998 135,600 400,000 -- -- 375,000 --
1997 -- -- -- -- -- --
Paul J. McAuliffe(4)....... 1999 $166,667 $ 300,000 $995,313 223,529
Executive Vice President 1998 -- -- -- -- -- --
and Chief Financial 1997 -- -- -- -- -- --
Officer
</TABLE>

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

(1) Excludes 1,227,078, 376,526, 165,632, 78,948 and 64,865 shares of AIMCO
Class A Common Stock underlying options granted to Messrs. Considine,
Kompaniez, Toomey, Foye and McAuliffe, respectively,

24
<PAGE> 27

from 1996 to 1999, which were immediately exercised to purchase shares
pursuant to the Company's leveraged stock purchase program. See "Certain
Relationships and Transactions -- Stock Purchase Loans." Options earned in
respect of 1998 and 1999 fiscal years were awarded in January 1999 and 2000,
respectively.

(2) Includes all Discretionary and Incentive cash compensation earned by the
Named Executive Officers.

(3) Mr. Foye was not an employee of the Company prior to May 1998.

(4) Mr. McAuliffe was not an employee of the Company prior to February 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Information on options granted in 1999 to the Named Executive Officers is
set forth in the following table.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
-------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS/SARS AT ASSUMED ANNUAL RATES
NUMBER OF GRANTED OF STOCK PRICE
SECURITIES TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES EXERCISE TERM(3)
OPTIONS/SARS IN FISCAL OR BASE EXPIRATION --------------------------
NAME GRANTED(#)(2) YEAR(2) PRICE($/SH) DATE 5%($) 10%($)
- ---- ------------- ------------ ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Terry Considine................... 385,294 38.5% $38.50 1/20/2009 $9,328,909 $23,641,287
Peter K. Kompaniez................ 75,000 7.5% 38.50 1/20/2009 1,815,933 4,601,931
Thomas W. Toomey.................. 29,412 2.9% 38.50 1/20/2009 712,136 1,804,693
Patrick J. Foye................... 29,412 2.9% 38.50 1/20/2009 712,136 1,804,693
Paul J. McAuliffe................. 223,529 22.4% 37.16 2/01/2009 5,223,515 13,237,412
</TABLE>

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

(1) Unless otherwise specified, options vest over five years, with vesting as to
60% of the underlying shares after three years and an additional 20% vesting
each of the next two years. Under the terms of the Apartment Investment and
Management Company 1997 Stock Award and Incentive Plan (the "1997 Stock
Plan"), the plan administrator retains discretion, subject to certain
restrictions, to modify the terms of outstanding options. The exercise price
of incentive and non-qualified options granted under the 1997 Stock Plan
will generally equal the fair market value of a share of AIMCO Class A
Common Stock on the date of grant.

(2) Excludes 64,865 shares of AIMCO Class A Common Stock underlying options
granted to Mr. McAuliffe which were immediately exercised to purchase shares
pursuant to the Company's leveraged stock purchase program. See "Certain
Relationships and Transactions -- Stock Purchase Loans."

(3) Assumed annual rates of stock price appreciation are set forth for
illustrative purposes only. The amounts shown are for the assumed rates of
appreciation only, do not constitute projections of future stock price
performance, and may not be realized.

25
<PAGE> 28

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

Information on option exercises during 1999 by the Named Executive
Officers, and the value of unexercised options held by Named Executive Officers
at December 31, 1999 is set forth in the following table.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FY- OPTIONS/SARS AT FY-
SHARES END(#) END($)(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#)(1) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Terry Considine............... 2,400 $43,050 -- 2,894,800 -- $7,267,725
Peter K. Kompaniez............ 1,600 28,600 -- 891,600 -- 2,265,700
Thomas W. Toomey.............. -- -- -- 320,000 -- 867,500
Patrick J. Foye............... -- -- -- 375,000 -- 829,688
Paul J. McAuliffe............. -- -- -- 200,000 -- 562,500
</TABLE>

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

(1) Excludes 64,865 shares of AIMCO Class A Common Stock underlying options
granted to Mr. McAuliffe which were immediately exercised to purchase shares
pursuant to the Company's leveraged stock purchase program. See "Certain
Relationships and Transactions -- Stock Purchase Loans."

(2) Market value of underlying securities at fiscal year-end, less the exercise
price. Market value is determined based on the closing price of the AIMCO
Class A Common Stock on the New York Stock Exchange on December 31, 1999 of
$39.8125 per share.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to the
Company, as of January 31, 2000, with respect to OP Units of the Company held by
(i) each director of the General Partner and the five most highly compensated
executive officers of the General Partner who were serving as of December 31,
1999; (ii) all directors and executive officers of the General Partner and AIMCO
as a group; and (iii) those persons known to the Company to be the beneficial
owners (as determined under the rules of the Securities Exchange Commission) of
more than 5% of such OP Units. This table does not reflect options that are not
exercisable within 60 days, or the beneficial ownership of High Performance
Units by executive officers and directors of the General Partner. The business
address of each of the following directors and executive officers of the General
Partner is 2000 South Colorado Boulevard, Tower 2, Suite 2-1000, Denver,
Colorado 80222-7900, unless otherwise specified.

<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF OP OWNERSHIP OF THE
NAME AND ADDRESS OF BENEFICIAL OWNER UNITS PARTNERSHIP
- ------------------------------------ ------------ ----------------
<S> <C> <C>
Directors & Executive Officers of the General Partner:
Terry Considine........................................ 816,661(1) 1.1%
Peter K. Kompaniez..................................... 30,5000 *
Thomas W. Toomey....................................... -- *
Patrick J Foye......................................... -- *
Paul J. McAuliffe...................................... -- *
All directors and executive officers as a group (13
persons)............................................ 943,801 1.3%
5% or Greater Holders
AIMCO-LP, Inc. ........................................ 66,932,716 91.4%
</TABLE>

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

* Less than 1.0%

(1) Includes 192,374 OP Units held by entities in which Mr. Considine has sole
voting and investment power, 2,300 OP Units held by the Considine
Partnership, for 99% of which Mr. Considine disclaims beneficial ownership,
and 157,698 OP Units held by Mr. Considine's spouse, Elizabeth Considine,
for which Mr. Considine disclaims beneficial ownership.

26
<PAGE> 29

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, the Company has entered into various transactions with
certain of its executive officers and directors. The Company attempts to price
such transactions based on fair market value, and believes that the transactions
are on terms that are as favorable to the Company as could be achieved with
unrelated third parties.

TRANSACTIONS WITH MANAGEMENT COMPANIES

From time to time the Company has formed "Management Companies" in which
the Partnership holds non-voting preferred stock and 100% of the voting stock is
owned by certain of the Company's executive officers of the General Partner and
AIMCO (or entities controlled by them), including Messrs. Considine and
Kompaniez. The Management Companies were formed to engage in businesses
generally not permitted under the REIT provisions of the Internal Revenue Code.
Although transactions between the Company and the Management Companies are not
at arm's length, the Company believes that such transactions are at fair market
value.

Prior to December 29, 1999, Messrs. Considine and Kompaniez, collectively,
owned 5% of the outstanding stock (100% of the voting stock) of the following
Management Companies: AIMCO/NHP Holdings, Inc. ("ANHI"), NHP Management Company
("NHPMC"), AIMCO/NHP Properties, Inc. ("ANPI") and NHP A&R Services, Inc.
("NHPAR"). All of Mr. Considine's ownership interests in these Management
Companies are held through Tebet, L.L.C., a Colorado limited liability company
of which he is the managing member ("Tebet"). On December 29, 1999, Tebet and
Mr. Kompaniez each transferred to the Partnership 80% of their common stock
holdings in each of ANHI, NHPMC, ANPI and NHPAR. The Partnership then exchanged
such common stock for additional shares of non-voting preferred stock of ANHI,
NHPMC, ANPI and NHPAR. As a result, the Partnership increased its ownership
interest in each of ANHI, NHPMC, ANPI and NHPAR from 95% to 99%, and Tebet and
Mr. Kompaniez decreased their ownership interest in each of ANHI, NHPMC, ANPI
and NHPAR from 5% to 1%. The Partnership paid $3,996,000 and $996,000 for these
interests in the Management Companies acquired from Tebet and Mr. Kompaniez,
respectively. These purchase prices were determined by AIMCO's independent
directors, based on a valuation done by Arthur Andersen LLP. In consideration
for the transfers, the Partnership assumed $2,730,000 and $721,000 of promissory
notes that Tebet and Mr. Kompaniez, respectively, had issued to purchase their
interests in these Management Companies, and the Partnership issued to Tebet and
Mr. Kompaniez 31,650 and 6,875 OP units, respectively.

For the year ended December 31, 1999, Tebet and Mr. Kompaniez have received
dividends of approximately $725,000 and $181,000, respectively, on their shares
of common stock of the Management Companies, and the Company has received
dividends of $5,227,000 on its shares of preferred stock of the Management
Companies. All of the amounts paid as dividends to Tebet and Mr. Kompaniez were
used to pay interest and/or principal due under promissory notes issued to the
Company and the Management Companies.

When the Company owns a significant interest in a real estate partnership,
the management contract for the property owned by that real estate partnership
may be assigned by the Management Companies to the Partnership. During 1999,
Management Companies assigned their rights under a total of 82 management
contracts to the Partnership in exchange for the Partnership assuming all
obligations under such contracts.

STOCK PURCHASE LOANS

From time to time, AIMCO makes loans to its executive officers to finance
their purchase of shares of AIMCO Class A Common Stock from AIMCO. All loans
made prior to 1999 bear interest between 7.00% to 7.25% per annum. During 1999,
AIMCO sold 130,893 shares of AIMCO Class A Common Stock to Messrs. Alcock,
Bonder, Graber and McAuliffe for an aggregate purchase price of $4,910,027. In
each case, the purchase price was equal to the closing price of AIMCO Class A
Common Stock on the New York Stock Exchange on the date of sale. In payment for
such shares, Messrs. Alcock, Bonder, Graber and McAuliffe executed notes payable
to AIMCO bearing interest at 7.25%, 7.0%, 6.25% and 7.00%, respectively, per
annum,

27
<PAGE> 30

payable quarterly, and due in 2009. The interest rate on the loans is based upon
the Company's cost of borrowing under its line of credit.

The following table sets forth certain information with respect to these
loans to executive officers.

<TABLE>
<CAPTION>
HIGHEST AMOUNT AMOUNT REPAID
OWED DURING SINCE INCEPTION 1/31/00
NAME INTEREST RATE 1999 (THRU 1/31/00) BALANCE
- ---- ------------- -------------- --------------- -----------
<S> <C> <C> <C> <C>
Terry Considine......................... 7.25% $16,550,175 $19,620,213 $16,215,777
Peter K. Kompaniez...................... 7.25% 4,124,478 8,174,873 3,761,392
Steven D. Ira........................... 7.25% 2,982,022 207,090 2,886,620
Thomas W. Toomey........................ 7.25% 1,294,446 4,562,588 1,205,082
Harry G. Alcock......................... 7.25% 748,416 152,177 1,141,829
Troy D. Butts(1)........................ 7.25% 1,037,652 1,050,008 --
Joel F. Bonder.......................... 7.00% 1,360,016 30,285 1,329,731
Robert Ty Howard(2)..................... 7.00% 1,432,428 22,215 1,425,285
Patrick J. Foye......................... 6.25% 3,000,024 140,342 2,859,682
Paul J. McAuliffe....................... 7.00% 2,400,005 236,106 2,163,899
Lance Graber............................ 6.25% 1,925,000 -- 1,925,000
----------- ----------- -----------
$36,854,662 $34,195,897 $34,914,297
=========== =========== ===========
</TABLE>

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

(1) Mr. Butts resigned his position with the Company in October 1999.

(2) Mr. Howard resigned his position with the Company in August 1999.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

(a)(1) The financial statements listed in the Index to Financial Statements
on Page F-1 of this report are filed as part of this report and incorporated
herein by reference.

(a)(2) The financial statement schedule listed in the Index to Financial
Statements on Page F-1 of this report is filed as part of this report and
incorporated herein by reference.

(a)(3) The following exhibits are incorporated herein by reference.

28
<PAGE> 31

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.2 -- First Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of November 6, 1998 (Exhibit 10.9 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 1998, is incorporated herein
by this reference)
10.3 -- Second Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 30, 1998 (Exhibit 10.1 to
Amendment No. 1 to AIMCO's Current Report on Form 8-K/A,
filed February 11, 1999, is incorporated herein by this
reference)
10.4 -- Third Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated
as of February 18, 1999 (Exhibit 10.12 to AIMCO's Annual
Report on Form 10-K for the fiscal year 1998, is
incorporated herein by this reference)
10.5 -- Fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of March 25, 1999 (Exhibit 10.2 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 1999, is incorporated herein by this
reference)
10.6 -- Fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of March 26, 1999 (Exhibit 10.3 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 1999, is incorporated herein by this
reference)
10.7 -- Sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of March 26, 1999 (Exhibit 10.1 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending June 30, 1999, is incorporated herein by this
reference)
10.8 -- Seventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of September 27, 1999 (Exhibit 10.1 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 1999, is incorporated herein
by this reference)
10.9 -- Eighth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 14, 1999 (Exhibit 10.9 to
AIMCO's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
10.10 -- Ninth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 21, 1999 (Exhibit 10.10 to
AIMCO's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
10.11 -- Tenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 21, 1999 (Exhibit 10.11 to
AIMCO's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
10.12 -- Eleventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of January 13, 2000 (Exhibit 10.12 to
Aimco's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
</TABLE>

29
<PAGE> 32

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.13 -- Amended and Restated Assignment and Assumption Agreement,
dated as of December 7, 1998, by and among Insignia
Properties, L.P. and AIMCO Properties, L.P. (Exhibit 10.1
to the Current Report on Form 8-K of Insignia Properties
Trust, dated February 11, 1999, is incorporated herein by
this reference)
10.14 -- Amended and Restated Indemnification Agreement, dated as
of May 26, 1998, by and between Apartment Investment and
Management Company and Insignia/ ESG Holdings, Inc.
(Exhibit 2.2 to AIMCO's Registration Statement on Form
S-4, filed August 5, 1998, is incorporated herein by this
reference)
10.15 -- Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, BankBoston, N.A., and First Union
National Bank (Exhibit 10.1 to the Current Report on Form
8-K of Apartment Investment and Management Company, dated
as of August 16, 1 999, is incorporated herein by this
reference)
10.16 -- Borrower Pledge Agreement, dated August 16, 1999 between
AIMCO Properties, L.P. and Bank of America (Exhibit 10.2
to the Current Report on Form 8-K of Apartment Investment
and Management Company, dated August 16, 1999 is
incorporated herein by this reference)
10.17 -- Form of Committed Loan Note, issued by AIMCO Properties,
L.P. to Bank of America, BankBoston, N.A., and First
Union National Bank (Exhibit 10.3 to the Current Report
on Form 8-K of Apartment Investment and Management
Company, dated August 16, 1999, is incorporated herein by
this reference)
10.18 -- Form of Swing Line Note, issued by AIMCO Properties, L.P.
to Bank of America, BankBoston, N.A., and First Union
National Bank (Exhibit 10.4 to the Current Report on Form
8-K of Apartment Investment and Management Company, dated
August 16, 1999, is incorporated herein by this
reference)
10.19 -- Form of Payment Guaranty, by Apartment Investment and
Management Company, AIMCO/NHP Holdings, Inc., NHP A&R
Services, Inc., and NHP Management Company (Exhibit 10.5
to the Current Report on Form 8-K of Apartment Investment
and Management Company, dated August 16, 1999, is
incorporated herein by this reference)
10.20 -- Amended and Restated Credit Agreement, dated as of March
15, 2000, among AIMCO Properties, L.P., the lenders
listed therein, Bank of America, N.A., Fleet National
Bank (as successor in interest to BankBoston, N.A.), and
First Union National Bank
10.21 -- Employment Contract, executed on July 29, 1994, by and
between AIMCO Properties, L.P., and Peter Kompaniez
(Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for
the fiscal year 1994, is incorporated herein by this
reference)*
10.22 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, L.P. and Terry Considine
(Exhibit 10.44C to AIMCO's Annual Report on Form 10-K for
the fiscal year 1994, is incorporated herein by this
reference)*
10.23 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, L.P. and Steven D. Ira (Exhibit
10.44D to AIMCO's Annual Report on Form 10-K for fiscal
year 1994, is incorporated herein by this reference)
</TABLE>

30
<PAGE> 33

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.24 -- The 1994 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P., and Subsidiaries (Exhibit 10.40 to
Ambassador Apartments, Inc. Annual Report on Form 10-K
for the fiscal year 1997, is incorporated herein by this
reference)*
10.25 -- Amendment to the 1994 Stock Incentive Plan for Officers,
Directors and Key Employees of Ambassador Apartments,
Inc., Ambassador Apartments, L.P. and Subsidiaries
(Exhibit 10.41 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)*
10.26 -- The 1996 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P., and Subsidiaries, as amended March 20,
1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)*
21.1 -- List of Subsidiaries (Exhibit 21.1 to AIMCO's Annual
Report on Form 10-K for the fiscal year 1999, is
incorporated herein by this reference)
23.1 -- Consent of Ernst & Young LLP
27.1 -- Financial Data Schedule
99.1 -- Agreement re: disclosure of long-term debt instruments
</TABLE>

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

(1) Schedule and supplemental materials to the exhibits have been omitted but
will be provided to the Securities and Exchange Commission upon request.

* Management contract

(b) Reports on Form 8-K for the quarter ended December 31, 1999:

None.

31
<PAGE> 34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 2000.

AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General
Partner

/s/ TERRY CONSIDINE
------------------------------------
Terry Considine
Chairman of the Board
And Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ TERRY CONSIDINE Chairman of the Board and March 30, 2000
- ----------------------------------------------------- Chief Executive Officer
Terry Considine

/s/ PETER K. KOMPANIEZ Vice Chairman, President and March 30, 2000
- ----------------------------------------------------- Director
Peter K. Kompaniez

/s/ THOMAS W. TOOMEY Chief Operating Officer March 30, 2000
- -----------------------------------------------------
Thomas W. Toomey

/s/ PATRICK FOYE Executive Vice President March 30, 2000
- -----------------------------------------------------
Patrick Foye

/s/ PAUL MCAULIFFE Executive Vice President and March 30, 2000
- ----------------------------------------------------- Chief Financial Officer
Paul McAuliffe
</TABLE>

32
<PAGE> 35

AIMCO PROPERTIES, L.P.

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
FINANCIAL STATEMENTS:
Report of Independent Auditors............................ F-2
Consolidated Balance Sheets as of December 31, 1999 and
1998................................................... F-3
Consolidated Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997....................... F-4
Consolidated Statements of Partners' Capital for the Years
Ended December 31, 1999, 1998 and 1997................. F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997....................... F-6
Notes to Consolidated Financial Statements................ F-8
FINANCIAL STATEMENT SCHEDULE:
Schedule III -- Real Estate and Accumulated
Depreciation........................................... F-32
All other schedules are omitted because they are not
applicable or the required information is shown in the
financial statements or notes thereto.
</TABLE>

F-1
<PAGE> 36

REPORT OF INDEPENDENT AUDITORS

The Partners
AIMCO Properties, L.P.

We have audited the accompanying consolidated balance sheets of AIMCO
Properties, L.P. as of December 31, 1999 and 1998, and the related consolidated
statements of income, partners' capital and cash flows for each of the three
years in the period ended December 31, 1999. Our audits also included the
financial statement schedule listed in the Index at Item 14(a)(2). These
financial statements and schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
AIMCO Properties, L.P. at December 31, 1999 and 1998, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects the
information set forth therein.

/s/ ERNST & YOUNG LLP

Denver, Colorado
January 20, 2000

F-2
<PAGE> 37

AIMCO PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1999 AND 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS

Real estate, net of accumulated depreciation of $415,992 and
$228,155.................................................. $4,092,543 $2,515,710
Property held for sale...................................... 4,162 27,304
Investments in unconsolidated real estate partnerships...... 890,318 615,206
Investments in unconsolidated subsidiaries.................. 44,921 62,244
IPLP exchange and assumption receivable..................... -- 346,352
Notes receivable from unconsolidated real estate
partnerships.............................................. 142,828 103,979
Notes receivable from unconsolidated subsidiaries........... 88,754 136,173
Cash and cash equivalents................................... 101,604 52,832
Restricted cash............................................. 84,595 53,703
Other assets................................................ 234,526 273,261
---------- ----------
$5,684,251 $4,186,764
========== ==========

LIABILITIES AND PARTNERS' CAPITAL

Secured notes payable....................................... $1,954,259 $ 819,331
Secured tax-exempt bond financing........................... 420,830 394,077
Unsecured short-term financing.............................. 209,200 280,300
Secured short-term financing................................ -- 108,022
---------- ----------
Total indebtedness................................ 2,584,289 1,601,730
Accounts payable, accrued and other liabilities............. 271,298 195,296
Resident security deposits and prepaid rents................ 22,793 12,654
---------- ----------
Total liabilities................................. 2,878,380 1,809,680
---------- ----------
Commitments and contingencies............................... -- --
Partnership-obligated mandatorily redeemable convertible
preferred securities of a subsidiary trust................ 149,500 149,500
Minority interest........................................... 169,482 74,249
Partners' capital
Preferred Units........................................... 707,745 647,330
General Partner and Special Limited Partner............... 1,545,715 1,030,792
Limited Partners.......................................... 256,429 500,213
---------- ----------
2,509,889 2,178,335
Less: Investment in AIMCO Preferred Stock................. 23,000 25,000
---------- ----------
Total partners' capital........................... 2,486,889 2,153,335
---------- ----------
$5,684,251 $4,186,764
========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 38

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT PER UNIT DATA)

<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- --------
<S> <C> <C> <C>
RENTAL PROPERTY OPERATIONS
Rental and other property revenues......................... $ 531,883 $ 373,963 $193,006
Property operating expenses................................ (213,959) (145,966) (76,168)
Owned property management expense.......................... (15,322) (10,882) (6,620)
Depreciation............................................... (131,257) (83,908) (37,741)
--------- --------- --------
Income from property operations............................ 171,345 133,207 72,477
--------- --------- --------
SERVICE COMPANY BUSINESS
Management fees and other income........................... 42,877 22,675 13,937
Management and other expenses.............................. (25,470) (16,960) (10,961)
--------- --------- --------
Income from service company business....................... 17,407 5,715 2,976
--------- --------- --------
General and administrative expenses........................ (12,016) (10,336) (5,396)
Interest expense........................................... (139,124) (88,208) (51,385)
Interest income............................................ 62,183 28,170 8,676
Equity in losses of unconsolidated real estate
partnerships............................................. (2,588) (2,665) (1,798)
Equity in earnings (losses) of unconsolidated
subsidiaries............................................. (2,400) 12,009 4,636
Loss from IPLP exchange and assumption..................... (684) (2,648) --
Minority interest.......................................... (5,788) (1,868) 1,008
Amortization............................................... (5,860) (8,735) (948)
--------- --------- --------
Income from operations..................................... 82,475 64,641 30,246
Gain (loss) on disposition of properties................... (1,785) 4,287 2,720
--------- --------- --------
Income before extraordinary item........................... 80,690 68,928 32,966
Extraordinary item -- early extinguishment of debt......... -- -- (269)
--------- --------- --------
Net income................................................. 80,690 68,928 32,697
Net income attributable to preferred unitholders........... 54,173 26,533 2,315
--------- --------- --------
Net income attributable to common unitholders.............. $ 26,517 $ 42,395 $ 30,382
========= ========= ========
Comprehensive Income
Net income................................................. $ 80,690 $ 68,928 $ 32,697
Other comprehensive income:
Net unrealized gains on investment in securities......... -- -- (1,683)
--------- --------- --------
Comprehensive income....................................... $ 80,690 $ 68,928 $ 31,014
========= ========= ========
Basic earnings per common unit............................. $ 0.39 $ 0.80 $ 1.09
========= ========= ========
Diluted earnings per common unit........................... $ 0.38 $ 0.78 $ 1.08
========= ========= ========
Weighted average common units outstanding.................. 68,541 52,798 27,732
========= ========= ========
Weighted average common units and common units equivalents
outstanding.............................................. 69,511 54,104 28,113
========= ========= ========
Distributions paid per common unit......................... $ 2.50 $ 2.25 $ 1.85
========= ========= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 39

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
INVESTMENT
GENERAL PARTNER IN AIMCO
AND SPECIAL PREFERRED LIMITED PREFERRED
LIMITED PARTNER UNITS PARTNERS STOCK TOTAL
--------------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
PARTNERS' CAPITAL AT DECEMBER 31, 1996...................... $ 178,462 $ -- $ -- $ -- $ 178,462
Contributions from AIMCO related to Class A common
offering.................................................. 510,114 -- -- -- 510,114
Contributions from AIMCO related to preferred offerings..... -- 133,110 -- -- 133,110
Contribution from AIMCO related to stock purchased by
officers, net of notes receivable of $33,517.............. 1,198 -- -- -- 1,198
Contributions from AIMCO related to options and warrants
exercised, net of notes receivable of $9,045.............. (327) -- -- -- (327)
Issuance of common units in connection with NHP merger...... 180,851 -- -- -- 180,851
Common units redeemed by Limited Partners to Special
Limited Partner........................................... 8,621 -- -- -- 8,621
Repayment of notes receivable from officers of AIMCO........ 14,540 -- -- -- 14,540
Net Income.................................................. 26,318 2,315 -- -- 28,633
Distributions paid to common unitholders.................... (44,660) -- -- -- (44,660)
Distributions paid to Class B preferred unitholders......... -- (846) -- -- (846)
Unrealized loss on investments.............................. (1,683) -- -- -- (1,683)
Adjustment to reflect Limited Partners' capital at
redemption value.......................................... (47,837) -- -- -- (47,837)
---------- --------- --------- -------- ----------
PARTNERS' CAPITAL AT DECEMBER 31, 1997...................... 825,597 134,579 -- -- 960,176
Reclassification of Limited Partners' redeemable units as of
October 1, 1998........................................... -- -- 232,405 -- 232,405
Contributions from AIMCO related to preferred offerings..... -- 340,897 -- -- 340,897
Exchange of Class J Preferred Units for Class J Preferred
Stock of AIMCO............................................ -- 25,000 -- (25,000) --
Contribution from AIMCO related to warrant to purchase AIMCO
Class A Common Stock...................................... 4,150 -- -- -- 4,150
Contribution from AIMCO related to stock purchased by
officers, net of notes receivable of $23,471.............. 155 -- -- -- 155
Contributions from AIMCO related to options and warrants
exercised................................................. 11,015 -- -- -- 11,015
Repurchase of common units.................................. (11,067) -- -- -- (11,067)
Issuance of common units in connection with the Ambassador
merger.................................................... 251,275 -- -- -- 251,275
Issuance of common units for IPLP exchange and assumption... -- -- 271,638 -- 271,638
Issuance of Class E Preferred Units in connection with
Insignia merger........................................... -- 132,515 -- -- 132,515
Common units redeemed by Limited Partners to Special Limited
Partner................................................... 5,795 -- (281) -- 5,514
Repayment of notes receivable from officers of AIMCO........ 8,908 -- -- -- 8,908
Acquisition of real estate or interests in real estate
partnerships through issuance of common units............. -- 9,000 5,417 -- 14,417
Net Income.................................................. 37,213 26,533 757 -- 64,503
Distributions paid to common unitholders.................... (100,045) -- (3,949) -- (103,994)
Distributions paid to preferred unitholders................. -- (21,194) -- -- (21,194)
Change in unrealized loss on investments.................... 1,683 -- -- -- 1,683
Adjustment to reflect Limited Partners' capital at
redemption value.......................................... (3,887) -- (5,774) -- (9,661)
---------- --------- --------- -------- ----------
PARTNERS' CAPITAL AT DECEMBER 31, 1998...................... 1,030,792 647,330 500,213 (25,000) 2,153,335
Contributions from AIMCO related to preferred offerings..... -- 233,101 -- -- 233,101
Contribution from AIMCO related to stock purchased by
officers, net of notes receivable of $8,202............... 624 -- -- -- 624
Contribution from AIMCO related to options and warrants
exercised................................................. 5,227 -- -- -- 5,227
Termination of IPLP exchange and assumption through
cancellation of common units.............................. -- -- (267,146) -- (267,146)
Issuance of common units in connection with IPT merger...... 327,499 -- -- -- 327,499
Common units redeemed by Limited Partners to Special Limited
Partner................................................... 13,766 -- (13,766) -- --
Contributions from AIMCO related to First Union
acquisition............................................... 21,140 -- -- -- 21,140
Contributions from AIMCO related to issuance of common
stock..................................................... 54,612 -- -- -- 54,612
Repurchase of common units.................................. (8,038) -- -- -- (8,038)
Acquisitions of real estate or interests in real estate
through issuance of common units.......................... -- -- 44,951 -- 44,951
Acquisitions of real estate or interests in real estate
through issuance of preferred units....................... -- 59,883 -- -- 59,883
Conversion of preferred units to common units............... 232,515 (232,515) -- -- --
Repayment of notes receivable from officers of AIMCO........ 6,241 -- -- -- 6,241
Net Income.................................................. 24,292 54,173 2,225 -- 80,690
Distributions paid to common unitholders.................... (154,654) -- (18,349) -- (173,003)
Distributions paid to preferred unitholders................. -- (54,227) -- 2,000 (52,227)
Adjustment to reflect Limited Partners' capital at
redemption value.......................................... (8,301) -- 8,301 -- --
---------- --------- --------- -------- ----------
PARTNERS' CAPITAL AT DECEMBER 31, 1999...................... $1,545,715 $ 707,745 $ 256,429 $(23,000) $2,486,889
========== ========= ========= ======== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 40

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................ $ 80,690 $ 68,928 $ 32,697
--------- --------- ---------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 150,670 100,884 43,520
(Gain) loss on disposition of properties................ 1,785 (4,287) (2,720)
Minority interest....................................... 5,788 1,868 (1,008)
Equity in losses of unconsolidated real estate
partnerships........................................... 2,588 2,665 1,798
Equity in (earnings) losses of unconsolidated
subsidiaries........................................... 2,400 (12,009) (4,636)
Loss from IPLP exchange and assumption.................. 684 2,648 --
Extraordinary loss on early extinguishment of debt...... -- -- 269
Changes in operating assets and operating liabilities... 9,775 (16,545) 3,112
--------- --------- ---------
Total adjustments................................... 173,690 75,224 40,335
--------- --------- ---------
Net cash provided by operating activities........... 254,380 144,152 73,032
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of real estate.................................. (103,354) (137,052) (376,315)
Additions to real estate.................................. (113,929) (79,584) (26,966)
Proceeds from sale of property held for sale.............. 46,143 36,468 22,095
Purchase of common stock, notes receivable, general and
limited partnership interests and other assets.......... (220,160) (32,576) (199,146)
Purchase of/additions to notes receivable................. (97,593) (81,587) (60,575)
Advances to unconsolidated real estate partnerships....... -- -- (42,879)
Cash received from sale of notes receivable............... -- 11,000 --
Proceeds from repayment of notes receivable............... 61,407 29,290 --
Cash from newly consolidated properties................... 68,127 -- --
Cash received in connection with acquisitions............. 22,677 4,693 --
Cash paid for merger related costs........................ (19,347) (76,286) --
Distributions received from investments in real estate
partnerships............................................ 87,284 1,576 --
Distributions from (contributions to) unconsolidated
subsidiaries............................................ 25,667 (13,032) (13,996)
Purchase of investments held for sale..................... -- (4,935) (19,881)
Redemption of common units................................ -- (516) --
--------- --------- ---------
Net cash used in investing activities............... (243,078) (342,541) (717,663)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from secured notes payable borrowings............ 297,536 102,115 225,436
Principal repayments on secured notes payable............. (53,572) (93,469) (12,512)
Proceeds from secured tax-exempt bond financing........... 20,731 210,720 --
Principal repayments on secured tax-exempt bond
financing............................................... (41,894) (224,395) (1,487)
Payoff of unsecured short-term financing.................. -- -- (12,579)
Proceeds from secured short-term financing................ -- 57,140 19,050
Repayments on secured short-term financing................ (4,522) (34,333) --
Net paydowns on the revolving credit facilities........... (166,100) (46,262) (162,008)
Payment of loan costs, including proceeds and costs from
interest rate hedges.................................... (16,070) (7,398) (6,387)
Proceeds from issuance of common and preferred units,
exercise of options/warrants............................ 293,225 351,912 644,095
Proceeds from partnership preferred units in a subsidiary
and warrants to purchase AIMCO Class A Common Stock..... -- 35,000 --
Principal repayments received on notes due from officers
on common unit purchases................................ 6,241 8,951 25,957
Repurchase of common units................................ (8,038) (11,066) --
Payment of distributions to General Partner and Special
Limited Partner......................................... (154,654) (100,045) (44,660)
Payment of distributions to Limited Partners.............. (18,349) (12,651) (5,510)
Payment of preferred unit distributions................... (101,746) (21,194) (846)
Payment of distributions to minority interest............. (15,318) (2,880) --
Proceeds from issuance of High Performance Units.......... -- 1,988 --
--------- --------- ---------
Net cash provided by financing activities........... 37,470 214,133 668,549
--------- --------- ---------
Net increase in cash and cash equivalents................... 48,772 15,744 23,918
Cash and cash equivalents at beginning of year.............. 52,832 37,088 13,170
--------- --------- ---------
Cash and cash equivalents at end of year.................... $ 101,604 $ 52,832 $ 37,088
========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 41

AIMCO PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
1999 1998 1997
---------- ------- -------
<S> <C> <C> <C>
SUPPLEMENTAL CASH INFORMATION:
Interest paid............................................. $ 140,410 $90,580 $51,076
Non Cash Transactions Associated with the Acquisition of
Properties:
Secured debt assumed in connection with purchase of real
estate................................................. 110,101 115,151 150,051
Real estate, assets acquired............................ 230,194 43,756 55,906
Assumption of operating liabilities..................... 15,233 857 --
Accrual of contingent consideration..................... (4,500) 4,500 --
OP Units issued......................................... 104,950 -- --
Non Cash Transactions Associated with Acquisition of
Limited Partnership Interests and Interests in the
Unconsolidated Subsidiaries:
Issuance of OP Units for interests in unconsolidated
real estate partnerships............................... 15,085 4,045 7,469
Issuance of OP Units and assumption of liabilities for
interests in unconsolidated
subsidiaries.......................................... 4,762 -- --
Non Cash Transactions Associated with Mergers:
Real estate............................................. 65,605 713,596 638,944
Investments in and notes receivable from unconsolidated
real estate partnerships............................... 447,128 488,537 --
Investments in and notes receivable from unconsolidated
subsidiaries........................................... (13,137) 68,168 --
IPLP exchange and assumption............................ (386,161) 386,161 --
Restricted cash......................................... 1,339 36,871 --
Other assets............................................ 33,493 77,116 --
Secured debt............................................ 59,002 705,541 71,055
Unsecured debt.......................................... -- 2,513 --
Accounts payable, accrued and other liabilities......... 38,941 172,400 239,699
Mandatorily redeemable convertible preferred securities
of a subsidiary trust.................................. -- 149,500 --
Minority interest in other entities..................... 13,817 5,752 --
OP Units issued......................................... 56,101 655,574 185,061
Non Cash Transactions Associated with Consolidation of
Assets:
Real estate............................................. 1,016,343 22,089
Investments in and notes receivable from unconsolidated
real estate partnerships............................... (380,359) (16,683) --
Restricted cash......................................... 43,605 -- --
Secured debt............................................ 561,129 4,679 --
Accounts payable, accrued and other liabilities......... 44,361 727 --
Minority interest in other entities..................... 77,774 -- --
Non Cash Transfer of Assets to an Unconsolidated
Subsidiary:
Real estate............................................. (32,091) -- --
Notes receivable........................................ 6,245 -- --
Secured debt............................................ (25,620) -- --
Other:
Receipt of notes payable from officers.................. 8,202 23,471 42,562
Conversion of Preferred Stock into Class A Common
Stock.................................................. 401,218 -- --
Tenders payable for purchase of limited partner
interest............................................... 77,380 -- --
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE> 42

AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997

NOTE 1 -- ORGANIZATION

AIMCO Properties, L.P. (together with its subsidiaries and other controlled
entities, the "Partnership" (and together with entities in which the Partnership
has a controlling financial interest, the "Company")), a Delaware limited
partnership, was formed on May 16, 1994 to engage in the ownership, acquisition,
development, expansion and management of multi-family apartment properties. The
Partnership's securities include Partnership Common Units ("OP Units"),
Partnership Preferred Units ("Preferred Units"), and High Performance Units (see
Note 19). Apartment and Investment Management Company ("AIMCO") is the owner of
the General Partner and Special Limited Partner, as defined in the Third Amended
and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (the
"Partnership Agreement"), of the Partnership. The General Partner and Special
Limited Partner hold OP Units of the Partnership. In addition, AIMCO is the
primary holder of all Preferred Units outstanding in the Partnership. The
Limited Partners of the Partnership are individuals or entities that own OP
Units other than AIMCO. After holding the OP Units for one year, the Limited
Partners have the right to redeem their OP Units for cash, subject to the prior
right of the Partnership to elect to acquire some or all of the OP Units
tendered for redemption for cash or in exchange for shares of AIMCO Class A
Common Stock, on a one-for-one ratio.

The Partnership, through its operating divisions and subsidiaries, was
formed to hold and conduct substantially all of AIMCO's operations and manages
the daily operations of AIMCO's business and assets. All employees of the
Company are employees of the Partnership; AIMCO has no employees.

According to the terms of the Partnership Agreement, the capital structure
of the Partnership, in terms of the OP Units owned by the General Partner, the
Special Limited Partner and the Preferred Units outstanding, is required to
mirror the capital structure of AIMCO, with the only difference being that the
Partnership has additional OP Units and Preferred Units outstanding which are
owned by the Limited Partners. Therefore, AIMCO is required to contribute to the
Partnership all proceeds from offerings of the AIMCO Class A Common Stock,
preferred stock, or any other equity offerings. In addition, substantially all
of AIMCO's assets must be owned through the Partnership; therefore, AIMCO is
generally required to contribute to the Partnership all assets acquired. In
exchange for the contribution of offering proceeds or assets, AIMCO receives
additional interests in the Partnership with similar terms (i.e., if AIMCO
contributes proceeds of a preferred stock offering, AIMCO receives Preferred
Units).

AIMCO frequently consummates transactions for the benefit of the
Partnership. For legal, tax or other business reasons, AIMCO may hold title or
ownership of certain assets until they can be transferred to the Partnership.
However, the Partnership has a controlling financial interest in all of AIMCO's
assets in the process of transfer to the Partnership.

- owned or controlled 106,148 units in 373 apartment properties;

- held an equity interest in 133,113 units in 751 apartment properties; and

- managed 124,201 units in 818 apartment properties for third party owners
and affiliates.

The Company manages apartment properties for third parties and affiliates
through unconsolidated subsidiaries referred to as the "management companies."

At December 31, 1999 and 1998, the Partnership had 73,243,819 and
64,946,583 OP Units outstanding, respectively, and 26,013,450 and 18,563,422
Preferred Units outstanding, respectively.
F-8
<PAGE> 43
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Partnership, its majority owned subsidiaries and controlled real estate
partnerships. Pursuant to a Management and Contribution Agreement between the
Partnership and AIMCO, the Partnership has acquired, in exchange for interests
in the Partnership, the economic benefits of subsidiaries of AIMCO in which the
Partnership does not have an interest, and AIMCO has granted the Partnership a
right of first refusal to acquire such subsidiaries' assets for no additional
consideration. Pursuant to the agreement, AIMCO has also granted the Partnership
certain rights with respect to assets of such subsidiaries. Interests held by
limited partners in real estate partnerships controlled by the Company are
reflected as Minority Interest.

Significant intercompany balances and transactions have been eliminated in
consolidation. The assets of property-owning limited partnerships and limited
liability companies owned or controlled by the Company are generally not
available to pay creditors or secure the obligations of the Company.

Real Estate and Depreciation

Real estate is recorded at cost, less accumulated depreciation, unless
considered impaired. If events or circumstances indicate that the carrying
amount of a property may be impaired, the Company will make an assessment of its
recoverability by estimating the undiscounted future cash flows, excluding
interest charges, of the property. If the carrying amount exceeds the aggregate
future cash flows, the Company would recognize an impairment loss to the extent
the carrying amount exceeds the fair value of the property. As of December 31,
1999, management believes that no impairments exist based on periodic reviews.
No impairment losses were recognized for the years ended December 31, 1999, 1998
and 1997.

Direct costs associated with the acquisition of ownership or control of
properties are capitalized as a cost of the assets acquired, and are depreciated
over the estimated useful lives of the related assets. Expenditures for ordinary
repairs, maintenance and apartment turnover costs are expensed as incurred.

Initial Capital Expenditures ("ICE") are those costs considered necessary
by the Company in its investment decision to correct deferred maintenance or
improve a property. Capital enhancements are costs incurred that add a material
new feature or increase the revenue potential of a property. ICE and capital
enhancement costs are capitalized and depreciated over the estimated useful
lives of the related assets.

Expenditures in excess of $250 that maintain an existing asset which has a
useful life of more than one year are capitalized as capital replacement
expenditures and depreciated over the estimated useful life of the asset.

Depreciation is calculated on the straight-line method based on a fifteen
to thirty year life for buildings and improvements and five years for furniture,
fixtures and equipment.

Property Held For Sale

Property held for sale is recorded at the lower of carrying amount or fair
value less costs to sell.

Redevelopment

The Company capitalizes direct and indirect costs (including interest,
taxes and other costs) in connection with the redevelopment of its owned or
controlled properties and land under development. Interest of $6.6 million, $2.8
million and $1.3 million was capitalized for the years ended December 31, 1999,
1998 and 1997, respectively.

F-9
<PAGE> 44
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Investments in Unconsolidated Real Estate Partnerships

The Company owns general and limited partnership interests in numerous
partnerships that own multi-family apartment properties. Investments in real
estate partnerships in which the Company has significant influence but does not
have control are accounted for under the equity method. Under the equity method,
the Company's pro-rata share of the earnings or losses of the entity for the
periods being presented is included in earnings (losses) from unconsolidated
real estate partnerships (see Note 5).

Investments in Unconsolidated Subsidiaries

The Company has investments in numerous subsidiaries. Investments in
entities in which the Company has significant influence but does not have
control are accounted for under the equity method. Under the equity method, the
Company's pro-rata share of the earnings or losses of the entity for the periods
being presented is included in earnings (losses) from unconsolidated
subsidiaries (see Note 6).

Notes Receivable from Unconsolidated Real Estate Partnerships and Subsidiaries

The Company has investments in numerous notes receivable, which were either
extended by the Company or were made by predecessors whose positions have been
acquired by the Company. Interest income is recognized on these investments
based upon whether the collectibility of such amounts is both probable and
estimable (see Note 7).

Cash Equivalents

The Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents.

Restricted Cash

Restricted cash includes capital replacement reserves, completion repair
reserves, bond sinking fund amounts and tax and insurance impound accounts held
by lenders.

Other Assets

Fees and costs incurred in obtaining financing are capitalized and are
included in other assets. Such costs are amortized over the terms of the related
loan agreements and are charged to interest expense.

Certain intangible assets are included in other assets and consist of costs
associated with the purchase of property management businesses, including
property management contracts, legal and other acquisition costs. These costs
are amortized on a straight-line basis over terms ranging from five to twenty
years.

Redeemable Partnership Common Units

The Partnership accounts for the outstanding OP Units not held by AIMCO as
redeemable partnership common units. Prior to October 1, 1998, these OP Units
were classified outside of permanent partners' capital in the accompanying
financial statements because, in connection with a Limited Partner's right to
redeem OP Units for cash, AIMCO had the right to elect to acquire some or all of
the OP Units tendered for redemption for cash or in exchange for shares of AIMCO
Class A Common Stock, on a one-for-one ratio. Effective October 1, 1998,
pursuant to the Partnership Agreement, the right of AIMCO to elect to acquire
redeemed OP Units for cash or AIMCO Class A Common Stock became the sole right
of the Partnership. As a result, subsequent to September 30, 1998, these OP
Units held by Limited Partners were classified as permanent partners' capital.
The OP Units held by Limited Partners are initially recorded at their fair value
and

F-10
<PAGE> 45
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

subsequently adjusted based on the fair value at the balance sheet date as
measured by the closing price of AIMCO Class A Common Stock on that date (see
Note 15).

Revenue Recognition

The Company's properties have operating leases with apartment residents
with terms generally of six months or less. Rental revenues and property
management and asset management fees are recognized when earned.

Income Taxes

Income or losses of the Partnership are allocated to the partners of the
Partnership for inclusion in their respective income tax returns. Accordingly,
no provision or benefit for income taxes has been made in the accompanying
financial statements. AIMCO has elected to be taxed as a real estate investment
trust ("REIT"), as defined under the Internal Revenue Code of 1986, as amended.
In order for AIMCO to qualify as a REIT, at least 95% of AIMCO's gross income in
any year must be derived from qualifying sources. The activities of
unconsolidated subsidiaries engaged in the service company business are not
qualifying sources.

As a REIT, AIMCO generally will not be subject to U.S. Federal income taxes
at the corporate level if it distributes at least 95% of its REIT taxable income
to its stockholders. REITs are also subject to a number of other organizational
and operational requirements. If AIMCO fails to qualify as a REIT in any taxable
year, its taxable income will be subject to U.S. Federal income tax at regular
corporate rates (including any applicable alternative minimum tax). Even if
AIMCO qualifies as a REIT, it may be subject to certain state and local income
taxes and to U.S. Federal income and excise taxes on its undistributed income.

Earnings Per OP Unit

Earnings per OP Unit is calculated based on the weighted average number of
OP Units, OP Unit equivalents and dilutive convertible securities outstanding
during the period. Diluted earnings per OP Unit also includes the effect of
potential issuances of additional OP Units if stock options and warrants were
exercised or converted into AIMCO Class A Common Stock (see Note 17).

Fair Value of Financial Instruments

The estimated aggregate fair value of the Company's cash and cash
equivalents, receivables, payables and short-term unsecured debt as of December
31, 1999 is assumed to approximate their carrying value due to their relatively
short terms. Management further believes that the fair market value of the
Company's secured tax-exempt bond debt and secured long-term debt approximate
their carrying value, based on market comparisons to similar types of debt
instruments having similar maturities.

Reclassifications

Certain items included in the 1998 and 1997 consolidated financial
statements have been reclassified to conform with the 1999 presentation.

Use of Estimates

The preparation of the Company's consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts included in the financial statements and accompanying notes thereto.
Actual results could differ from those estimates.

F-11
<PAGE> 46
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3 -- REAL ESTATE

Real estate at December 31, 1999 and 1998, is as follows (in thousands):

<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Land........................................................ $ 661,502 $ 404,868
Buildings and improvements.................................. 3,847,033 2,338,997
---------- ----------
4,508,535 2,743,865
Accumulated depreciation.................................... (415,992) (228,155)
---------- ----------
$4,092,543 $2,515,710
========== ==========
</TABLE>

During the years ended December 31, 1999 and 1998, the Company purchased 28
properties (12,721 units) and 82 properties (22,459 units), respectively, and
disposed of eight properties (2,309 units) and four properties (1,468 units),
respectively, as described below.

The Company directly acquired 28 apartment communities in unrelated
transactions during 1999 (not including those acquired in connection with the
merger with Insignia Properties Trust (see Note 4)). The aggregate consideration
paid by the Company of $495.0 million consisted of $91.5 million in cash, 2.4
million Preferred Units, 1.4 million OP Units with a total recorded value of
$116.8 million, the assumption of $110.1 million of secured long-term
indebtedness, the assumption of $15.2 million of other liabilities, and new
financing of $161.4 million of secured long-term indebtedness. Four of these
assets were then contributed to an unconsolidated subsidiary.

The Company directly acquired 30 apartment communities in unrelated
transactions during 1998 (not including those acquired in connection with the
mergers with Ambassador Apartments, Inc. and Insignia Financial Group, Inc. (see
Note 4)). The aggregate consideration paid by the Company of $316.5 million
consisted of $96.0 million in cash, 1.2 million OP Units with a total recorded
value of $48.2 million, and the assumption of $172.3 million of secured
long-term indebtedness.

In addition to the acquisitions described above, in 1999 the Company
acquired controlling interests in partnerships owning 125 properties (34,228
units) and began consolidating these entities. Control was obtained through the
purchase of limited partnership interests from unaffiliated third parties or
other increases in the Company's equity investment in the partnerships.

During 1999, the Company sold eight properties containing 2,309 units to
unaffiliated third parties. Cash proceeds from the sales of approximately $49.0
million were used to repay a portion of the Company's outstanding indebtedness.
The Company recognized a loss of approximately $1.8 million on the disposition
of these properties, of which 96% of the loss related to one property.

During 1998, the Company sold four apartment properties containing 1,468
units to unaffiliated third parties. Cash proceeds from the sales of
approximately $37.5 million were used to repay a portion of the Company's
outstanding indebtedness. The Company recognized a gain of approximately $4.3
million on the disposition of these four properties.

NOTE 4 -- MERGERS

NHP Merger

In May and September 1997, the Company acquired an aggregate of
approximately 6.9 million shares of common stock ("NHP Common Stock") of NHP. On
December 8, 1997, the Company acquired the remaining shares of NHP Common Stock
in a merger transaction accounted for as a purchase (the "NHP Merger"). Pursuant
to the NHP Merger, each outstanding share of NHP Common Stock was converted into
either (i) 0.74766 shares of AIMCO Class A Common Stock or (ii) at the
stockholder's option,

F-12
<PAGE> 47
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

0.37383 shares of AIMCO Class A Common Stock and $10.00 in cash. As a result of
the NHP Merger, AIMCO issued approximately 6.8 million shares of AIMCO Class A
Common Stock, valued at $180.8 million, and paid $86.5 million in cash. The
total cost of the purchase was $349.5 million. Subsequent to the NHP merger,
AIMCO contributed substantially all the assets and liabilities of NHP to the
Partnership in exchange for OP Units.

Ambassador Merger

On May 8, 1998, Ambassador Apartments, Inc. ("Ambassador"), was merged with
and into AIMCO, with AIMCO being the surviving corporation. The merger was
accounted for as a purchase. The purchase price of $713.6 million was comprised
of $90.3 million in cash, $372.0 million of assumed debt and approximately 6.6
million shares of AIMCO Class A Common Stock valued at $251.3 million. Pursuant
to the Ambassador merger agreement, each outstanding share of Ambassador common
stock not owned by AIMCO was converted into the right to receive 0.553 shares of
AIMCO Class A Common Stock. Concurrently, all outstanding options to purchase
Ambassador common stock were converted into cash or options to purchase AIMCO
Class A Common Stock, at the same conversion ratio. Contemporaneously with the
consummation of the Ambassador merger, a subsidiary of the AIMCO operating
partnership merged with Ambassador's operating partnership and each outstanding
unit of limited partnership interest in the Ambassador operating partnership was
converted into the right to receive 0.553 OP Units. Prior to its acquisition by
AIMCO, Ambassador was a self-administered and self-managed real estate
investment trust engaged in the ownership and management of garden-style
apartment properties leased primarily to middle income tenants. Ambassador owned
52 apartment communities with a total of 15,728 units located in Arizona,
Colorado, Florida, Georgia, Illinois, Tennessee and Texas, and managed one
property containing 252 units for an unrelated third party.

Insignia Merger

On October 1, 1998, Insignia Financial Group, Inc., a Delaware Corporation,
("Insignia") was merged with and into AIMCO, with AIMCO being the surviving
corporation. The merger was accounted for as a purchase. The purchase price of
$1,125.7 million was comprised of the issuance of up to approximately 8.9
million shares of AIMCO Class E Cumulative Convertible Preferred Stock (the
"AIMCO Class E Preferred Stock") valued at $301.2 million, $670.1 million in
assumed debt and liabilities (including a $50 million special dividend, assumed
liabilities of Insignia Properties Trust and transaction costs), $149.5 million
in assumed mandatory redeemable convertible preferred securities, and $4.9
million in cash. The AIMCO Class E Preferred Stock entitled the holders thereof
to receive the same cash dividends per share as holders of AIMCO Class A Common
Stock. On January 15, 1999, holders of AIMCO Class E Preferred Stock received a
special dividend in an aggregate amount of approximately $50 million, and all
outstanding shares of AIMCO Class E Preferred Stock automatically converted into
an equal number of shares of AIMCO Class A Common Stock.

As a result of the Insignia merger, AIMCO acquired: (i) Insignia's
interests in Insignia Properties Trust, ("IPT"), a Maryland REIT, which was a
majority owned subsidiary of Insignia; (ii) Insignia's interest in Insignia
Properties, L.P., ("IPLP") IPT's operating partnership; (iii) 100% of the
ownership of the Insignia entities that provide multifamily property management
and partnership administrative services; (iv) Insignia's interest in
multi-family co-investments; (v) Insignia's ownership of subsidiaries that
control multi-family properties not included in IPT; (vi) Insignia's limited
partner interests in public and private syndicated real estate limited
partnerships; and (vii) assets incidental to the foregoing businesses.

Concurrently with the Insignia merger, AIMCO contributed to the Partnership
all the assets and liabilities acquired, except Insignia's interests in IPT, in
exchange for approximately 3.8 million OP Units valued at approximately $132.5
million and $4.9 million in cash. The assets and liabilities contributed to the

F-13
<PAGE> 48
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Partnership consisted of assets valued at $775.7 million, assumed debt and
liabilities of $488.8 million (including the $50 million special dividend and
transaction costs) and $149.5 million in assumed mandatory redeemable
convertible preferred securities.

Also on October 1, 1998, in connection with and following the Insignia
merger, the Partnership purchased from IPLP the economic interests underlying
substantially all the assets of IPLP, excluding certain enumerated assets such
as cash (the "IPLP Exchange and Assumption"). In exchange for the economic
interests underlying the assets, the Partnership agreed to assume all the
obligations of IPLP with respect to such assets and issued to IPLP approximately
10.2 million OP Units (which were assigned a value of approximately $386.2
million). The Company records income or loss from the assets and liabilities
subject to the IPLP Exchange and Assumption. Effective February 26, 1999, upon
completion of the merger with IPT (described below), IPLP and the Partnership
unwound the IPLP Exchange and Assumption.

Insignia Properties Trust Merger

As a result of the Insignia merger, AIMCO acquired approximately 51% of the
outstanding shares of beneficial interest of IPT. On February 26, 1999, IPT was
merged into AIMCO. Pursuant to the merger, each of the outstanding shares of IPT
that were not held by AIMCO was converted into the right to receive 0.3601
shares of AIMCO Class A Common Stock, resulting in the issuance of approximately
4.3 million shares of AIMCO Class A Common Stock (with a recorded value of
approximately $158.8 million). Concurrently with the IPT merger, all the assets
and liabilities of IPT were contributed by AIMCO to the Partnership in exchange
for approximately 8.9 million OP Units (valued at approximately $318.2 million).
Also in connection with the IPT Merger, the IPLP Exchange and Assumption was
unwound and the approximately 10.2 million OP Units issued in connection with
the IPLP Exchange and Assumption were canceled.

NOTE 5 -- INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS

The Company owns general and limited partner interests in approximately 900
partnerships which it acquired through acquisitions, direct purchases and
separate offers to other limited partners. The Company's total ownership
interests in these unconsolidated real estate partnerships range from 1% to 99%.
However, based on the provisions of the related partnership agreements, which
grant varying degrees of control, the Company does not possess control of these
partnerships.

During 1999 and 1998, the Company made separate offers to the limited
partners of approximately 600 and 280 partnerships, respectively, to acquire
their limited partnership interests. The Company paid approximately $258 million
and $41 million during 1999 and 1998, respectively, in connection with such
tender offers.

F-14
<PAGE> 49
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table provides selected combined financial information for
the Company's unconsolidated real estate partnerships as of and for the years
ended December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Real estate, net of accumulated depreciation................ $2,930,748 $3,744,132
Total assets................................................ 3,501,195 4,907,242
Secured notes payable....................................... 2,940,819 3,293,295
Total liabilities........................................... 3,536,646 4,001,926
Partners' capital (deficit)................................. (35,451) 905,316
Rental and other property revenues.......................... 1,120,888 879,154
Property operating expenses................................. (582,523) (526,980)
Depreciation expense........................................ (237,066) (151,972)
Interest expense............................................ (269,163) (221,380)
Net income (loss)........................................... 42,106 (10,696)
</TABLE>

NOTE 6 -- INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

In order to satisfy certain requirements of the Internal Revenue Code
applicable to AIMCO's status as a REIT, certain assets of the Company are held
through corporations in which the Company holds non-voting preferred stock and
certain officers and/or directors of AIMCO hold, directly or indirectly, all of
the voting common stock. Effective January 1, 1999, a portion of the voting
common stock was purchased by the Company and was exchanged for non-voting
preferred stock, bringing the total voting common stock interests to represent a
1% economic interest and the non-voting preferred stock to represent a 99%
economic interest.

As a result of the controlling ownership interest in the unconsolidated
subsidiaries being held by others, the Company accounts for its interest in the
unconsolidated subsidiaries using the equity method. As of December 31, 1999,
the unconsolidated subsidiaries included AIMCO/NHP Holdings, Inc., AIMCO/NHP
Properties, Inc., NHP Management Company, and NHP A&R Services, Inc.

The following table provides selected combined financial information for
the Company's unconsolidated subsidiaries as of and for the years ended December
31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
1999 1998
--------- --------
<S> <C> <C>
Management contracts........................................ $ 25,181 $122,291
Total assets................................................ 166,019 236,976
Total liabilities........................................... 128,423 169,560
Stockholders' equity........................................ 37,596 67,416
Service company revenues.................................... 139,667 100,308
Service company expenses.................................... (133,231) (70,771)
Interest expense............................................ (7,832) (7,699)
Net income (loss)........................................... (2,848) 12,641
</TABLE>

NOTE 7 -- INTEREST INCOME RECOGNITION

The Company recognizes interest income earned from its investments in notes
receivable based upon whether the collectibility of such amounts is both
probable and estimable. The notes receivable were either extended by the Company
and are carried at the face amount plus accrued interest ("par value notes") or
were made by predecessors whose positions have been acquired by the Company at a
discount and are carried at the acquisition amount using the cost recovery
method ("discounted notes").

As of December 31, 1999 and 1998, the Company held $157.3 million and
$212.3 million, respectively, of par value notes, including accrued interest,
for which management believes the collectibility of such amounts

F-15
<PAGE> 50
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

is both probable and estimable. As such, interest income from the par value
notes is generally recognized as it is earned. Interest income from such notes
for the year ended December 31, 1999, 1998 and 1997, totaled $12.8 million,
$15.3 million, and $0.4 million, respectively. The decrease in the Company's
investment in par value notes from December 31, 1998 to December 31, 1999 is
primarily due to a reduction in certain notes receivable from the unconsolidated
subsidiaries during 1999.

As of December 31, 1999 and 1998, the Company held discounted notes,
including accrued interest, with a carrying value of $92.5 million and $52.0
million, respectively. The total face value plus accrued interest of these notes
was $173.1 million at December 31, 1999. In general, interest income from the
discounted notes is not recognized as it is earned because the timing and
amounts of cash flows are not probable and estimable. The increase in the
Company's investment in discounted notes from December 31, 1998 to December 31,
1999 is primarily due to a purchase of a portfolio of discounted notes for
approximately $26.1 million.

Under the cost recovery method, the discounted notes are carried at the
acquisition amount, less subsequent cash collections, until such time as
collectibility is probable and the timing and amounts are estimable. Based upon
closed or pending transactions (including sales activity), market conditions,
and improved operations of the obligor, among other things, certain notes and
the related discounts have been determined to be collectible. Accordingly,
interest income that had previously been deferred and portions of the related
discounts were recognized as interest income during the period. For the years
ended December 31, 1999 and 1998, the Company recognized deferred interest
income and discounts of approximately $32.5 million ($0.47 per basic and diluted
OP Unit), and $1.4 million ($0.03 per basic and diluted OP Unit), respectively.
There was no recognition of deferred interest income and discounts for the year
ended December 31, 1997.

NOTE 8 -- SECURED NOTES PAYABLE

During 1999, the Company issued $392.5 million of long-term fixed rate,
fully amortizing non-recourse notes payable with a weighted average interest
rate of 7.3%. Each of the notes is individually secured by one of thirty-eight
properties with no cross-collateralization. The Company used the net proceeds
after transaction costs of $356.3 million to repay existing debt.

The following table summarizes the Company's secured notes payable at
December 31, 1999 and 1998, all of which are non-recourse to the Company (in
thousands):

<TABLE>
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
Fixed rate, ranging from 5.99% to 10.13%, fully-amortizing
notes maturing at various dates through 2034.............. $1,597,772 $659,953
Fixed rate, ranging from 5.00% to 10.63%, non-amortizing
notes maturing at various dates through 2029.............. 356,487 153,798
Floating rate, ranging from 5.0% to 7.1%, non-amortizing
notes..................................................... -- 5,580
---------- --------
Total............................................. $1,954,259 $819,331
========== ========
</TABLE>

F-16
<PAGE> 51
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1999, the scheduled principal amortization and balloon
payments for the Company's secured notes payable are as follows (in thousands):

<TABLE>
<S> <C>
2000.................................................... $ 30,074
2001.................................................... 78,739
2002.................................................... 57,144
2003.................................................... 129,448
2004.................................................... 178,886
Thereafter.............................................. 1,479,968
----------
$1,954,259
==========
</TABLE>

NOTE 9 -- SECURED TAX-EXEMPT BOND FINANCING

During 1999, the Company issued $17.8 million of long-term fixed rate,
fully amortizing non-recourse tax-exempt bonds with a weighted average interest
rate of 7.1%. Each of the bonds is individually secured by one of two properties
with no cross-collateralization. The Company used the net proceeds after
transaction costs of $17.3 million to repay existing debt.

In December 1998, the Company completed the refinancing of $222 million in
variable rate tax-exempt debt assumed in conjunction with the May 1998 merger
with Ambassador Apartments, Inc. The debt was secured by 27 properties located
in Texas, Arizona, Tennessee and Illinois. Through the refinancing, the Company
converted the previous tax-exempt debt to $204 million in fixed rate, fully
amortizing tax-exempt debt secured by 26 properties. The new debt has a weighted
average interest rate of 5.8% and matures in 22 years. The Company also incurred
$7.1 million of taxable debt secured by three of the properties, repaid $11.4
million of the previous tax-exempt debt, released $21.5 million in cash reserves
and impound accounts held by the prior mortgagors, and released two properties
that served as additional collateral for the previous debt.

The following table summarizes the Company's secured tax-exempt bond
financing at December 31, 1999 and 1998, all of which is non-recourse to the
Company (in thousands):

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
7.0% fully-amortizing bonds, due July 2016.................. $ 43,889 $ 45,237
6.9% fully-amortizing bonds, due July 2016.................. 8,987 9,267
Fixed rate fully-amortizing bonds, ranging from 5.1% to
5.8%, due 2021............................................ 157,578 159,555
Fixed rate fully-amortizing bonds, ranging from 6.5% to
7.3%, due at various dates through 2028................... 79,866 78,926
Fixed rate non-amortizing bonds, ranging from 5.0% to 8.19%,
due at various dates through 2017......................... 50,158 55,747
4.0% interest-only bonds, due December 2020................. 4,453 --
Floating rate non-amortizing bonds, due 2001 and 2008....... 31,689 --
Variable rate bonds, ranging from 4.9% to 5.3%, due 2021.... 44,210 45,345
-------- --------
Total............................................. $420,830 $394,077
======== ========
</TABLE>

F-17
<PAGE> 52
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1999, the scheduled principal amortization and balloon
payments for the Company's secured tax-exempt bonds are as follows (in
thousands):

<TABLE>
<S> <C>
2000..................................................... $ 21,761
2001..................................................... 13,978
2002..................................................... 9,752
2003..................................................... 10,239
2004..................................................... 26,842
Thereafter............................................... 338,258
--------
$420,830
========
</TABLE>

NOTE 10 -- UNSECURED SHORT-TERM FINANCING

In August 1999, AIMCO and the Partnership closed a $300 million revolving
credit facility arranged by Bank of America, N.A., BankBoston, N.A. and First
Union National Bank and comprised of a total of nine lender participants. The
obligations under the credit facility are secured by certain non-real estate
assets of the Company. The existing lines of credit were terminated. The credit
facility is used for general corporate purposes and has a two-year term with two
one-year extensions. The annual interest rate under the credit facility is based
on either LIBOR or a base rate which is the higher of Bank of America's
reference rate or 0.5% over the federal funds rate, plus, in either case, an
applicable margin. The margin ranges between 2.05% and 2.55%, in the case of
LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans,
based upon a fixed charge coverage ratio. At December 31, 1999, the weighted
average interest rate was 8.84%, the balance was $209.2 million, and the
remaining available credit was $90.8 million.

NOTE 11 -- SECURED SHORT-TERM FINANCING

In February 1999, the Partnership terminated its $50 million secured credit
facility with Washington Mortgage Financial Group, Ltd. and repaid all
outstanding borrowings with proceeds from new long-term, fully amortizing notes
payable totaling $58.2 million secured by certain properties that previously
secured the credit facility.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

Legal

The Company is a party to various legal actions resulting from its
operating activities. These actions are routine litigation and administrative
proceedings arising in the ordinary course of business, some of which are
covered by liability insurance, and none of which are expected to have a
material adverse effect on the consolidated financial condition or results of
operations of the Company and its subsidiaries taken as a whole.

Limited Partnerships

F-18
<PAGE> 53
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Pending Investigations of HUD Management Arrangements

Environmental

The Company is subject to various Federal, state and local laws that impose
liability on property owners or operators for the costs of removal or
remediation of certain hazardous substances present on a property. Such laws
often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the release of the hazardous substances. The presence
of, or the failure to properly remediate, hazardous substances may adversely
affect occupancy at contaminated apartment communities and our ability to sell
or borrow against contaminated properties. In addition to the costs associated
with investigation and remediation actions brought by governmental agencies, the
presence of hazardous wastes on a property could result in personal injury or
similar claims by private plaintiffs. The Company is also subject to various
laws that impose liability for the cost of removal or remediation of hazardous
substances at a disposal or treatment facility. Anyone who arranges for a
disposal or treatment of hazardous or toxic substances is potentially liable
under such laws. These laws often impose liability whether or not the person
arranging for the disposal ever owned or operated the disposal facility. In
connection with the ownership, operation and management of our properties, we
could potentially be liable for environmental liabilities or costs associated
with our properties or properties we may acquire or manage in the future.

Operating Leases

The Company is obligated under office space and equipment non-cancelable
operating leases. In addition, the Company subleases certain of its office space
to tenants under non-cancelable subleases. Approximate minimum annual rentals
under operating leases and approximate minimum payments to be received under
annual subleases for the five years ending after December 31, 1999 are as
follows (in thousands):

<TABLE>
<CAPTION>
OPERATING LEASE SUBLEASE
PAYMENTS PAYMENTS
--------------- --------
<S> <C> <C>
2000........................................................ $11,792 $3,037
2001........................................................ 10,429 2,250
2002........................................................ 5,295 81
2003........................................................ 3,602 --
2004........................................................ 2,936 --
------- ------
Total............................................. $34,054 $5,368
======= ======
</TABLE>

Under the Company's current operating structure, substantially all of the
office space and equipment subject to the operating leases described above are
for the use of its regional operating centers, which are operated by certain of
the Company's unconsolidated subsidiaries (see Note 6). Rent expense recognized
by
F-19
<PAGE> 54
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the unconsolidated subsidiaries totaled $5.8 and $6.2 million in 1999 and 1998,
respectively. Rent expense recognized by the Company totaled $0.7 million in
1997. Sublease payments for 1999, 1998 and 1997 were not material.

NOTE 13 -- TRUST BASED CONVERTIBLE PREFERRED SECURITIES

In connection with the Insignia merger, the Company assumed the obligations
under the Trust Based Convertible Preferred Securities (the "Securities") with
an aggregate liquidation amount of $149.5 million. The Securities will mature on
September 30, 2016 and require distributions at the rate of 6.5% per annum, with
quarterly distributions payable in arrears. The Securities are convertible by
the holders at any time through September 30, 2016 and may be redeemed by the
Company on or after November 1, 1999. Each $50 of liquidation value of the
Securities can be converted into AIMCO Class A Common Stock at a conversion
price of $49.61, which equates to 1.007 shares of AIMCO Class A Common Stock.
Upon conversion of the Securities into AIMCO Class A Common Stock, the
Partnership will issue OP Units to AIMCO on a one-for-one ratio.

NOTE 14 -- REGISTRATION STATEMENTS

In August 1998, AIMCO and the Partnership filed a shelf registration
statement with the Securities and Exchange Commission with respect to an
aggregate of $1,268 million of debt and equity securities of AIMCO (of which
$268 million was carried forward from AIMCO 1997 shelf registration statement)
and $500 million of debt securities of the Partnership. The registration
statement was declared effective by the SEC on December 10, 1998. As of December
31, 1999, AIMCO had $1,088 million available and the Partnership had $500
million available from this registration statement. The Company expects to
finance pending acquisitions of real estate interests with the issuance of
equity and debt securities under the shelf registration statement.

NOTE 15 -- PARTNERS' CAPITAL

Preferred Units

All classes of Preferred Units are on equal parity and are senior to the OP
Units, except the Class E Preferred Units, which were junior to all other
classes of Preferred Units and senior to the OP Units. None of the classes of
Preferred Units have any voting rights, except the right to approve certain
changes to the Partnership Agreement that would adversely affect holders of such
class of units.

Holders of the Class B Cumulative Convertible Preferred Units (the "Class B
Preferred Units") are entitled to receive, when, as and if declared by the
General Partner, quarterly cash distributions per share equal to the greater of
$1.78125 or the cash distributions declared on the number of OP Units into which
one Class B Preferred Unit is convertible. Each share of Class B Preferred Unit
is convertible at the option of the holder, beginning August 1998, into 3.28407
OP Units, subject to certain anti-dilution adjustments.

Holders of the Class C, D, G and H Preferred Units are entitled to receive,
when, as and if declared by the General Partner, distributions at the following
rates per annum:

<TABLE>
<S> <C>
Class C Cumulative Preferred Units.......................... 9.000%
Class D Cumulative Preferred Units.......................... 8.750%
Class G Cumulative Preferred Units.......................... 9.375%
Class H Cumulative Preferred Units.......................... 9.500%
</TABLE>

Holders of the Class J Cumulative Convertible Preferred Units (the "Class J
Preferred Units") were entitled to receive cash distributions at the rate of 7%
per annum of the $100 liquidation preference (equivalent to $7 per annum per
unit) for the period beginning November 6, 1998 and lasting until November 15,
1998, and 8% per annum of the liquidation preference (equivalent to $8 per annum
per unit)

F-20
<PAGE> 55
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

for the period beginning November 15, 1998 and lasting until November 15, 1999.
On May 14, 1999, the Company notified the holders of the Class J Preferred Units
that the defined internal rate of return threshold had been met, and the Company
exercised its right to convert all of the Class J Preferred Units into 2.5
million OP Units.

Holders of Class K Convertible Cumulative Preferred Units (the "Class K
Preferred Units"), which were issued on February 18, 1999, are entitled to
receive cash distributions in an amount per share equal to the greater of (i)
$2.00 per year (equivalent to 8% of the liquidation preference), or (ii) the
cash distributions payable on the number of shares of OP Units into which a
Class K Preferred Unit is convertible. Beginning with the third anniversary of
the date of original issuance, holders of Class K Preferred Units will be
entitled to receive an amount per share equal to the greater of (i) $2.50 per
year (equivalent to 10% of the liquidation preference), or (ii) the cash
distributions payable on the number of OP Units into which a Class K Preferred
Unit is convertible.

Holders of Class L Convertible Cumulative Preferred Units (the "Class L
Preferred Units"), which were issued on May 28, 1999, are entitled to receive
cash distributions in an amount per share equal to the greater of (i) $2.025 per
year (equivalent to 8.1% of the liquidation preference), or (ii) the cash
distributions payable on the number of OP Units into which a Class L Preferred
Unit is convertible. Beginning with the third anniversary of the date of
original issuance, the holders of Class L Preferred Units will be entitled to
receive an amount per share equal to the greater of (i) $2.50 per year
(equivalent to 10% of the liquidation preference), or (ii) the cash
distributions payable on the number of OP Units into which a Class L Preferred
Unit is convertible.

The Class E Preferred Units were issued in connection with the Insignia
merger. Holders of Class E Preferred Units were entitled to receive the same
cash distributions per share as holders of OP Units. In addition, on January 15,
1999, holders of Class E Preferred Units received a special distribution in an
aggregate amount of approximately $50 million and all outstanding Class E
Preferred Units automatically converted into an equal number of OP Units.

In addition to the Preferred Units described above, the Partnership has
issued Preferred Units to third parties as follows. In 1999, the Company
completed tender offers for limited partnership interests resulting in the
issuance of 11,000 Class Two Preferred OP Units, 1,682,000 Class Three Preferred
OP Units, and 580,000 Class Four Preferred OP Units.

In 1998, the Company acquired Calhoun Beach Club Apartments, a 351 unit,
high-rise apartment community and 83,300 square feet of commercial space for
approximately $77.1 million, including the issuance of 90,000 Class One
Preferred OP Units valued at $9.0 million.

As of December 31, 1999 and 1998, the following amounts of Preferred Units
owned by third parties are outstanding (in thousands):

<TABLE>
<CAPTION>
1999 1998
----- ----
<S> <C> <C>
Class One Partnership Preferred Units, redeemable to Class A
Common Stock in one year, holder to receive dividends at
8% ($8.00 per annum per unit)............................. 90 90
Class Two Partnership Preferred Units, redeemable to Class A
Common Stock in one year, holders to receive dividends at
8% ($2.00 per annum per unit)............................. 11 --
Class Three Partnership Preferred Units, redeemable to Class
A Common Stock in one year, holders to receive dividends
at 9.5% ($2.375 per annum per unit)....................... 1,682 --
Class Four Partnership Preferred Units, redeemable to Class
A Common Stock in two years, holders to receive dividends
at 8% ($2.00 per annum per unit).......................... 580 --
----- --
2,363 90
===== ==
</TABLE>

F-21
<PAGE> 56
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The distributions paid on each class of Preferred Units for the years ended
December 31, 1999, 1998, and 1997 are as follows (in thousands, except per OP
Unit data):

<TABLE>
<CAPTION>
1999 1998 1997
------------------ ------------------ -----------------
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
CLASS OF PER AMOUNT PER AMOUNT PER AMOUNT
PREFERRED UNITS UNIT(1) PAID UNIT(1) PAID UNIT(1) PAID
--------------- ------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Class B................. $ 8.21 $ 6,158 $ 7.39 $ 5,542 $ 1.13(2) $846
Class C................. 2.25 5,400 1.89(3) 4,538 -- --
Class D................. 2.19 9,188 1.40(3) 5,869 -- --
Class E................. -- -- 0.22(4) 1,892 -- --
Class G................. 2.34 9,492 0.59(3) 2,373 -- --
Class H................. 2.38 4,750 0.40(3) 805 -- --
Class J................. 3.16(5) 5,956 0.14(3) 175 -- --
Class K................. 1.50(6) 7,500 -- -- -- --
Class L................. 1.01(6) 5,063 -- -- -- --
Class One............... 8.00(6) 720 -- -- -- --
Class Two............... --(7) -- -- -- -- --
Class Three............. --(7) -- -- -- -- --
Class Four.............. --(7) -- -- -- -- --
------- ------- ----
$54,227 $21,194 $846
======= ======= ====
</TABLE>

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

(1) Amounts per unit are calculated based on number of preferred units
outstanding at the end of each year.

(2) For the period from the date of issuance to December 31, 1997.

(3) For the period from the date of issuance to December 31, 1998.

(4) For the period from the date of issuance to December 31, 1998. The Class E
Preferred Units was converted to AIMCO Class A Common Stock on January 15,
1999.

(5) For the period from January 1, 1999 to the date of conversion to AIMCO Class
A Common Stock.

(6) For the period from the date of issuance to December 31, 1999.

(7) No distributions for these Preferred Units were required during 1999 based
on the date of issuance.

OP Units

OP Units are redeemable by OP Unitholders (other than the General Partner
and Special Limited Partner) at their option, subject to certain restrictions,
on the basis of one OP Unit for either one share of AIMCO Class A Common Stock
or cash equal to the fair value of a share of AIMCO Class A Common Stock at the
time of redemption. The Company has the option to deliver shares of AIMCO Class
A Common Stock in exchange for all or any portion of the cash requested. When a
Limited Partner redeems an OP Unit for AIMCO Class A Common Stock, Limited
Partner's capital is reduced and the Special Limited Partners' capital is
increased. OP Units held by AIMCO are not redeemable.

In 1999, the Company completed tender offers for limited partnership
interests resulting in the issuance of 1,084,000 OP Units.

In 1998, in connection with the acquisition of Calhoun Beach Club
Apartments, described above, the Partnership also issued approximately 100,300
OP Units valued at $4.1 million. The Company also withheld, as contingent
consideration, approximately 109,800 OP Units valued at approximately $4.5
million. In September 1999, the contingent consideration was met and the 109,800
OP Units were issued.

F-22
<PAGE> 57
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1999 and 1998, the Company issued approximately 215,000 and 600,000
shares, respectively, of AIMCO Class A Common Stock to certain of AIMCO's
executive officers (or entities controlled by them) at market prices. In
exchange for the shares purchased, the executive officers (or entities
controlled by them) executed notes payable to AIMCO totaling $8.2 million and
$23.5 million, respectively. The notes were contributed by AIMCO to the
Partnership in exchange for approximately 215,000 and 600,000 OP Units,
respectively. Total payments on such notes from officers in 1999 and 1998 were
$6.2 million and $8.9 million, respectively. In addition, in 1999 and 1998, the
Partnership issued approximately 37,000 and 40,000 OP Units to AIMCO and AIMCO
issued approximately 37,000 and 40,000 shares of AIMCO Class A Common Stock,
respectively, to certain of AIMCO's executive officers.

On September 15, 1999, AIMCO completed a direct placement of 1,382,580
shares of AIMCO Class A Common Stock at a net price of $39.50 per share to five
institutional investors. The net proceeds of approximately $54.6 million were
contributed by AIMCO to the Partnership in exchange for 1,382,580 OP Units and
were used to repay outstanding indebtedness under the new credit facility.

During 1999, the Company repurchased 205,300 shares of AIMCO Class A Common
Stock (and the Partnership repurchased 205,300 OP Units from AIMCO) at an
average price of $38.82 per share/unit.

The following table sets forth the changes in redeemable OP Units held by
Limited Partners through September 30, 1998, after which date they were
classified as permanent partners' capital:

<TABLE>
<CAPTION>
LIMITED
PARTNERS
--------
<S> <C>
Redeemable OP Units at December 31, 1997.................... $197,086
OP Units redeemed by Limited Partners to Special Limited
Partner................................................ (5,514)
Acquisition of real estate or interests in real estate
partnerships through issuance of OP Units.............. 33,384
Issuance of High Performance Units........................ 2,070
OP Units redeemed by Limited Partners for cash............ (516)
Issuance of OP Units in connection with Ambassador
merger................................................. 146
Net income................................................ 4,425
Distributions paid to OP Unitholders...................... (8,702)
Other..................................................... 365
Adjustment to reflect Limited Partners' capital at
redemption value....................................... 9,661
--------
Redeemable OP Units at September 30, 1998................... $232,405
========
</TABLE>

Investment in AIMCO Preferred Stock

In November 1998, AIMCO issued 1 million shares of Class J Preferred Stock
for proceeds of $100.0 million. The proceeds were contributed by AIMCO to the
Partnership in exchange for 1 million Class J Preferred Units. Concurrently, the
Partnership issued 250,000 Class J Preferred Units valued at $25.0 million to
AIMCO, in exchange for 250,000 shares of Class J Preferred Stock. The investment
in AIMCO's preferred stock is presented in the accompanying financial statements
as a reduction to partners' capital.

Other Convertible Securities

On December 14, 1998, the Company sold, in a private placement, 1.4 million
Class B partnership preferred units (the "Class B Partnership Units") of a
subsidiary of the Partnership for $30.85 million. The partnership preferred
units may be redeemed at the option of the holders at any time, and at the
option of the Company under certain circumstances. Any redemption of the units
may be satisfied by delivery of cash, AIMCO Class A Common Stock or OP Units.
F-23
<PAGE> 58
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 16 -- STOCK OPTION PLANS AND STOCK WARRANTS

AIMCO, from time to time, will issue stock options and stock warrants. Upon
exercise of the stock options or stock warrants, AIMCO must contribute the
proceeds received to the Partnership in exchange for OP Units in the same number
as shares of AIMCO Class A Common Stock issued in connection with the exercised
stock options or stock warrants. Therefore, the following disclosures are made
pertaining to AIMCO's stock options and stock warrants

AIMCO Board of Directors has adopted the 1994 Stock Option Plan of
Apartment Investment and Management Company (the "1994 Plan"), the Apartment
Investment and Management Company 1996 Stock Award and Incentive Plan (the "1996
Plan"), the Apartment Investment and Management Company 1997 Stock Award and
Incentive Plan (the "1997 Plan") and the Apartment Investment and Management
Company Non-Qualified Employee Stock Option Plan (the "Non-Qualified Plan") to
attract and retain officers, key employees and independent directors. The 1994
Plan provides for the granting of a maximum of 150,000 options to purchase
common shares. The 1996 Plan provides for the granting of a maximum of 500,000
options to purchase common shares. The 1997 Plan provides for the granting of a
maximum of 20,000,000 options to purchase common shares. The Non-Qualified Plan
provides for the granting of a maximum of 500,000 options to purchase common
shares. The 1994 Plan, the 1996 Plan, the 1997 Plan and the Non-Qualified Plan
allow for the grant of incentive and non-qualified stock options, and are
administered by the Compensation Committee of the Board of Directors of AIMCO.
The 1994 Plan also provides for a formula grant of the non-qualified stock
options to the independent directors to be administered by the Board of
Directors of AIMCO to the extent necessary. The exercise price of the options
granted may not be less than the fair market value of the common stock at the
date of grant. The term of the incentive and non-qualified options is ten years
from the date of grant. The options vest over a one to five-year period from the
date of grant. Terms may be modified at the discretion of the Compensation
Committee of the Board of Directors of AIMCO.

AIMCO has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25") and related interpretations
in accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS
123"), requires the use of option valuation models that were not developed for
use in valuing employee stock options and warrants. Under APB 25, because the
exercise price of AIMCO's employee stock options and warrants equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

Pro forma information regarding net income and earnings per share is
required by SFAS 123, which also requires that the information be determined as
if AIMCO had accounted for its employee stock options and warrants granted
subsequent to December 31, 1994 under the fair value method. The fair value for
these options and warrants were estimated at the date of grant using a
Black-Scholes valuation model with the following assumptions:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ -------------
<S> <C> <C> <C>
Range of risk free interest rates........... 4.5% to 6.5% 4.4% to 5.6% 5.8% to 6.6%
Expected dividend yield..................... 6.6% 6.0% 6.0%
Volatility factor of the expected market
price of the Company's common stock....... 0.183 0.183 0.175
Weighted average expected life of options... 4.5 years 4.5 years 4.5 years
</TABLE>

The Black-Scholes valuation model was developed for use in estimating the
fair value of traded options and for warrants which have no vesting restrictions
and are fully transferable. In addition, the valuation model requires the input
of highly subjective assumptions including the expected stock price volatility.
Because

F-24
<PAGE> 59
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

AIMCO stock options and warrants have characteristics significantly different
from those of traded options and warrants, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing model does not necessarily provide a reliable single
measure of the fair value of its employee stock options and warrants.

For purposes of pro forma disclosures, the estimated fair values of the
options are amortized over the options' vesting period. AIMCO's pro forma
information for the years ended December 31, 1999, 1998 and 1997 is as follows
(in thousands, except per share data):

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Pro forma net income attributable to common
Stockholders.......................................... $17,606 $34,396 $26,096
Pro forma basic earnings per common share............... $ 0.28 $ 0.76 $ 1.00
Pro forma diluted earnings per common share............. $ 0.28 $ 0.75 $ 1.00
</TABLE>

The effects of applying SFAS 123 in calculating pro forma income
attributable to common stockholders and pro forma basic earnings per share may
not necessarily be indicative of the effects of applying SFAS 123 to future
years' earnings.

The following table summarizes the option and warrants activity for the
years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
1999 1998 1997
-------------------- -------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
OPTIONS AVERAGE OPTIONS AVERAGE OPTIONS AVERAGE
AND EXERCISE AND EXERCISE AND EXERCISE
WARRANTS PRICE WARRANTS PRICE WARRANTS PRICE
--------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year.... 7,450,000 $36.21 1,684,000 $30.53 505,000 $20.74
Granted................ 1,000,000 37.14 5,811,000 37.78 627,000 38.77
Assumed in connection
with acquisitions.... -- -- 671,000 25.99 995,000 24.77
Exercised.............. (490,000) 13.78 (661,000) 25.19 (437,000) 18.11
Forfeited.............. (175,000) 34.68 (55,000) 35.71 (6,000) 18.50
--------- ------ --------- ------ --------- ------
Outstanding at end of
year................. 7,785,000 $37.78 7,450,000 $36.21 1,684,000 $30.53
Exercisable at end of
year................. 1,643,000 $37.55 1,793,000 $31.69 690,000 $19.95
Weighted-average fair
value of options and
warrants granted
during the year...... $ 3.41 $ 3.70 $ 3.24
</TABLE>

At December 31, 1999, exercise prices for outstanding and exercisable
options range from $15.21 to $43.85 and warrants range from $36.00 to $51.67,
and the remaining weighted-average contractual life of the options and warrants
is 9.06 years.

On June 3, 1997, AIMCO issued warrants (the "NHP Warrants") exercisable to
purchase an aggregate of 399,999 shares of AIMCO Class A Common Stock at $36 per
share at any time prior to June 3, 2002. The NHP Warrants were issued as part of
the consideration for the NHP Real Estate Companies.

On December 2, 1997, AIMCO issued warrants (the "Oxford Warrants")
exercisable to purchase up to an aggregate of 500,000 shares of AIMCO Class A
Common Stock at $41 per share. The Oxford Warrants

F-25
<PAGE> 60
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

were issued to affiliates of Oxford Realty Financial Group, Inc., a Maryland
corporation ("Oxford"), in connection with the amendment of certain agreements
pursuant to which the Company manages properties controlled by Oxford or its
affiliates. The actual number of shares of AIMCO Class A Common Stock for which
the Oxford Warrants will be exercisable is based on certain performance criteria
with respect to the Company's management arrangements with Oxford for each of
the five years ending December 31, 2001. The Oxford Warrants are exercisable for
six years after the determination of such criteria for each of the five years.

In connection with the Insignia merger, AIMCO assumed warrants that allowed
the holders to purchase shares of AIMCO Class A Common Stock at prices ranging
from approximately $4 to $52 per share. As of December 31, 1999, approximately
15,000 of the Insignia warrants were still outstanding.

On December 14, 1998, AIMCO sold, in a private placement, a warrant to
purchase 875,000 shares of AIMCO Class A Common Stock for $4.15 million. The
warrant has an exercise price of $40 per share. The warrant may be exercised at
any time, and expires upon a redemption of the Class B Partnership Units (see
Note 15).

NOTE 17 -- EARNINGS PER OP UNIT

The following table illustrates the calculation of basic and diluted
earnings per share for the years ended December 31, 1999, 1998 and 1997 (in
thousands, except per common unit data):

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Numerator:
Net income.............................................. $80,690 $68,928 $32,697
Preferred Unit distributions............................ (54,173) (26,533) (2,315)
------- ------- -------
Numerator for basic and diluted earnings per common
unit -- income attributable to common unitholders..... $26,517 $42,395 $30,382
======= ======= =======
Denominator:
Denominator for basic earnings per common
unit -- weighted average number of common units
outstanding........................................... 68,541 52,798 27,732
Effect of dilutive securities:
Dilutive potential common units......................... 970 1,306 381
------- ------- -------
Denominator for diluted earnings per unit............... 69,511 54,104 28,113
======= ======= =======
Basic earnings per common unit:
Operations............................................ $ 0.42 $ 0.72 $ 0.99
Gain (loss) on disposition of properties.............. (0.03) 0.08 0.11
Extraordinary item.................................... -- -- (0.01)
------- ------- -------
Total......................................... $ 0.39 $ 0.80 $ 1.09
======= ======= =======
Diluted earnings per common unit:
Operations............................................ $ 0.41 $ 0.70 $ 0.98
Gain (loss) on disposition of properties.............. (0.03) 0.08 0.11
Extraordinary item.................................... -- -- (0.01)
------- ------- -------
Total......................................... $ 0.38 $ 0.78 $ 1.08
======= ======= =======
</TABLE>

The Class B Preferred Units, the Class J Preferred Units, the Class K
Preferred Units, the Class L Preferred Units, and High Performance Units are
convertible (see Notes 15 and 19). The Class C Preferred Units, the Class D
Preferred Units, the Class G Preferred Units, and the Class H Preferred Units
are not convertible.

F-26
<PAGE> 61
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 18 -- RECENT ACCOUNTING DEVELOPMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("Statement 133"). Statement 133 requires recording all
derivative instruments as assets or liabilities, measured at fair value.
Statement 133 is effective beginning after 2000. The Company has elected not to
early adopt the provisions of Statement 133 as of December 31, 1999 and when
Statement 133 is adopted, the Company does not expect the Statement to have a
significant impact on its financial position or results of operations.

NOTE 19 -- TRANSACTIONS WITH AFFILIATES

In January 1998, the Partnership sold an aggregate of 15,000 High
Performance Partnership Units (the "High Performance Units") to a joint venture
of twelve members of AIMCO's senior management and three of AIMCO's independent
directors for $2.1 million in cash. The High Performance Units have nominal
value unless AIMCO's total return, defined as dividend income plus share price
appreciation, over the three year period ending December 31, 2000, is at least
30% and exceeds the industry average, as determined by a peer group index, by at
least 15% (the "Total Return"). At the conclusion of the three year period, if
AIMCO's Total Return satisfies these criteria, the holders of the High
Performance Units will receive distributions and allocations of income and loss
from the Partnership in the same amounts and at the same times as would holders
of a number of OP Units equal to the quotient obtained by dividing the product
of (i)(a) 15% of the amount by which AIMCO's cumulative Total Return over the
three year period exceeds the greater of 115% of a peer group index or 30% (such
excess being the "Excess Return"), multiplied by (b) the weighted average market
value of the outstanding AIMCO Class A Common Stock and OP Units, by (ii) the
market value of one share of AIMCO Class A Common Stock at the end of the three
year period. The three year measurement period will be shortened in the event of
a change of control of AIMCO. Unlike OP Units, the High Performance Units are
not redeemable or convertible into AIMCO Class A Common Stock unless a change of
control of AIMCO occurs. Because there is substantial uncertainty that the High
Performance Units will have more than nominal value due to the required Total
Return over the three year term, the Company has not recorded any value to the
High Performance Units in excess of the cash received upon their issuance
(recorded as Limited partners' capital). If the measurement period had ended
December 31, 1999, the Excess Return would have been $83.8 million and the value
of the High Performance Units would have been $12.6 million.

Fees earned based on services provided by the Company, as general partner,
to real estate partnerships for customary services including refinancing,
construction supervisory and disposition fees for the years ended December 31,
1999 and 1998 were $14.2 million and $6.4 million, respectively. Fees earned by
the Company for the year ended December 31, 1997 were not significant.

NOTE 20 -- EMPLOYEE BENEFIT PLANS

The Company offers medical, dental, life and short-term and long-term
disability benefits to employees of the Company through insurance coverage of
Company-sponsored plans. The medical and dental plans are self-funded and are
administered by independent third parties. In addition, the Company also
participates in a 401(k) defined-contribution employee savings plan. Employees
who have completed six months of service are eligible to participate. The
Company matches 50%-100% of the participant's contributions to the plan up to a
maximum of 6% of the participant's prior year compensation. The Company match
percentage is based on employee tenure.

F-27
<PAGE> 62
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 21 -- UNAUDITED SUMMARIZED CONSOLIDATED QUARTERLY INFORMATION

Summarized unaudited consolidated quarterly information for 1999 and 1998
is provided below (amounts in thousands, except per unit amounts).

<TABLE>
<CAPTION>
QUARTER
-----------------------------------------
YEAR ENDED DECEMBER 31, 1999 FIRST SECOND THIRD FOURTH
- ---------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue from property operations........... $110,552 $116,237 $120,398 $184,696
Income from property operations............ 38,105 39,815 40,456 52,969
Revenue from service company business...... 7,978 7,536 10,280 17,083
Company's share of income from service
company business......................... (924) 5,150 (4,315) 17,496
Net income before extraordinary item....... 14,864 23,993 19,889 21,944
Net income................................. 14,864 23,993 19,889 21,944
Basic earnings per common unit............. $ 0.03 $ 0.15 $ 0.08 $ 0.13
Diluted earnings per common unit........... $ 0.03 $ 0.14 $ 0.07 $ 0.13
Weighted average common units
outstanding.............................. 64,923 67,943 69,925 71,372
Weighted average common units and common
unit equivalents outstanding............. 66,149 69,172 71,006 71,715
</TABLE>

<TABLE>
<CAPTION>
QUARTER
---------------------------------------
YEAR ENDED DECEMBER 31, 1998 FIRST SECOND THIRD FOURTH
- ---------------------------- ------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenue from property operations............. $71,336 $89,928 $104,436 $108,263
Income from property operations.............. 28,918 33,701 33,943 36,645
Revenue from service company business........ 4,821 4,741 4,406 8,707
Company's share of income from service
company business........................... 2,710 1,183 1,775 47
Net income before extraordinary item......... 23,930 14,594 17,745 12,659
Net income................................... 23,930 14,594 17,745 12,659
Basic earnings per common unit............... $ 0.44 $ 0.19 $ 0.19 $ 0.04
Diluted earnings per common unit............. $ 0.43 $ 0.19 $ 0.19 $ 0.04
Weighted average common units outstanding.... 46,424 51,159 52,896 60,523
Weighted average common units and common unit
equivalents outstanding.................... 46,606 51,400 53,523 64,890
</TABLE>

NOTE 22 -- INDUSTRY SEGMENTS

The Company owns and operates multi-family apartment communities throughout
the United States and Puerto Rico which generate rental and other property
related income through the leasing of apartment units to a diverse base of
tenants. The Company separately evaluates the performance of each of its
apartment communities. However, because each of the apartment communities has
similar economic characteristics, facilities, services and tenants, the
apartment communities have been aggregated into a single apartment communities
segment. All segment disclosures are included in or can be derived from the
Company's consolidated financial statements.

All revenues are from external customers and no revenues are generated from
transactions with other segments. There are no tenants which contributed 10% or
more of the Company's total revenues during 1999, 1998 or 1997.

Although the Company operates in only one segment, there are different
components of the multi-family business for which management considers
disclosure to be useful. The following table presents the contribution
(separated between consolidated and unconsolidated activity) to the Company's
free cash flow for the

F-28
<PAGE> 63
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

year ended December 31, 1999, from the components of the Company and a
reconciliation of free cash flow to funds from operations, less a reserve for
capital replacements, and net income (in thousands, except equivalent units and
monthly rents):

<TABLE>
<CAPTION>
CONSOLIDATED UNCONSOLIDATED TOTAL CONTR. %
------------ -------------- --------- --------
<S> <C> <C> <C> <C>
REAL ESTATE:
Conventional:
Average monthly rent greater than $800 per
unit (9,008 equivalent units).............. $ 62,428 $ 15,877 $ 78,305 15%
Average monthly rent $700 to $800 per unit
(9,310 equivalent units)................... 35,328 21,611 56,939 11%
Average monthly rent $600 to $700 per unit
(16,494 equivalent units).................. 58,425 27,975 86,400 16%
Average monthly rent $500 to $600 per unit
(29,492 equivalent units).................. 78,163 32,758 110,921 21%
Average monthly rent less than $500 per unit
(29,387 equivalent units).................. 36,254 20,299 56,553 11%
--------- --------- --------- ---
Subtotal conventional real estate
contribution to free cash flow(1)....... 270,598 118,520 389,118 74%
Affordable (9,809 equivalent units)............. 5,131 32,382 37,513 7%
College housing (average rent of $663 per month)
(2,214 equivalent units)..................... 3,633 4,612 8,245 2%
Other real estate............................... 1,892 5,021 6,913 1%
Resident services............................... 1,914 442 2,356 --
Minority interest............................... (25,080) -- (25,080) (5)%
--------- --------- --------- ---
Total real estate contribution to free
cash flow(1).......................... 258,088 160,977 419,065 79%
--------- --------- --------- ---
SERVICE BUSINESSES:
Management contracts (property and asset
management):
Controlled properties........................ 18,999 16,396 35,395 7%
Third party with terms in excess of one
year....................................... -- 10,281 10,281 2%
Third party cancelable in 30 days............ -- 908 908 --
--------- --------- --------- ---
Subtotal management contracts contribution
to free cash flow(1).................... 18,999 27,585 46,584 9%
Buyers Access................................... -- 3,314 3,314 1%
Other service businesses........................ 3,490 (2,703) 787 --
--------- --------- --------- ---
Total service businesses contribution to
free cash flow(1)..................... 22,489 28,196 50,685 10%
--------- --------- --------- ---
INTEREST INCOME:
General partner loan interest................... 11,774 -- 11,774 2%
Notes receivable from officers.................. 869 -- 869 --
Other notes receivable.......................... 8,863 -- 8,863 2%
Money market and interest bearing accounts...... 8,217 1,568 9,785 2%
--------- --------- --------- ---
Subtotal interest income................... 29,723 1,568 31,291 6%
Accretion of loan discount(2)................... 32,460 -- 32,460 6%
--------- --------- --------- ---
Total interest income contribution to
free cash flow(1)..................... 62,183 1,568 63,751 12%
--------- --------- --------- ---
</TABLE>

F-29
<PAGE> 64
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
CONSOLIDATED UNCONSOLIDATED TOTAL CONTR. %
------------ -------------- --------- --------
<S> <C> <C> <C> <C>
FEES:
Disposition fees................................ 3,070 1,219 4,289 1%
Refinancing fees................................ 283 331 614 --
--------- --------- --------- ---
Total fees contribution to free cash
flow(1)............................... 3,353 1,550 4,903 1%
--------- --------- --------- ---
GENERAL AND ADMINISTRATIVE EXPENSES............... (12,016) -- (12,016) (2)%
--------- --------- --------- ---
Total contribution to free cash flow
from business components(1)........... 334,097 192,291 526,388 100%
--------- --------- --------- ---
OTHER EXPENSES:
Interest expense:
Secured debt
Long-term, fixed rate...................... (107,100) (63,939) (171,039)
Long-term, variable rate................... (1,314) (2,034) (3,348)
Short-term................................. (14,828) (2,883) (17,711)
General partner loans and deferred
acquisition notes.......................... -- (1,744) (1,744)
Lines of credit and other unsecured debt..... (12,754) (384) (13,138)
Interest on notes payable to the OP.......... -- (7,401) (7,401)
Convertible preferred securities............. (4,858) -- (4,858)
Interest capitalized......................... 6,588 93 6,681
--------- --------- ---------
Total interest expense before minority
interest.............................. (134,266) (78,292) (212,558)
Minority interest share of interest
expense.................................... 11,154 -- 11,154
--------- --------- ---------
Total interest expense after minority
interest.............................. (123,112) (78,292) (201,404)
--------- --------- ---------
Funds from operations, less a reserve for
capital replacements, before preferred
dividends(1)............................... 210,985 113,999 324,984
Preferred Unit distributions.................... (33,265) -- (33,265)
--------- --------- ---------
Funds from operations, less a reserve for
capital replacements(1).................... 177,720 113,999 291,719
Capital replacement reserve..................... 19,434 9,281 28,715
Preferred Unit distributions.................... 33,265 -- 33,265
Equity in losses of unconsolidated real estate
partnerships................................. (3,272) 3,272 --
Equity in losses of unconsolidated
subsidiaries................................. (2,400) 2,400 --
Expenses associated with convertible preferred
securities................................... (6,892) -- (6,892)
Loss on disposition of properties............... (1,785) -- (1,785)
Depreciation.................................... (131,257) (104,755) (236,012)
Minority interest in depreciation............... 10,174 -- 10,174
Amortization.................................... (14,297) (22,434) (36,731)
Deferred tax provision.......................... -- (1,763) (1,763)
--------- --------- ---------
Net income.............................. $ 80,690 $ -- $ 80,690
========= ========= =========
</TABLE>

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

(1) "Funds from operations" and "free cash flow" are measurement standards used
by the Company's management, as follows:

- The Company measures its economic profitability based on funds from
operations ("FFO"), less a reserve for capital replacements of $300 per
apartment unit. The Company's management believes that FFO, less such a
reserve (or adjusted funds from operations, "AFFO") provides investors
with an understanding of the Company's ability to incur and service debt
and make capital expenditures. The

F-30
<PAGE> 65
AIMCO PROPERTIES, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Board of Governors of the National Association of Real Estate Investment
Trusts ("NAREIT") defines FFO as net income (loss), computed in
accordance with generally accepted accounting principles ("GAAP"),
excluding gains and losses from debt restructuring and sales of property,
plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustments for
unconsolidated partnerships and joint ventures. The Company calculates
FFO based on the NAREIT definition, as adjusted for amortization, the
non-cash deferred portion of the income tax provision for unconsolidated
subsidiaries and less the payment of distributions on Preferred Units.
FFO should not be considered an alternative to net income or net cash
flows from operating activities, as calculated in accordance with GAAP,
as an indication of the Company's performance or as a measure of
liquidity. FFO is not necessarily indicative of cash available to fund
future cash needs. In addition, there can be no assurance that the
Company's basis for computing FFO is comparable with that of other real
estate investment trusts.

- Free cash flow is defined by the Company as AFFO plus interest expense
and Preferred Unit distributions. It measures profitability prior to the
cost of capital. Free cash flow should not be considered an alternative
to net income or net cash flows from operating activities, as calculated
in accordance.

(2) See Note 7.

NOTE 23 -- SUBSEQUENT EVENTS

Distribution Declared

On January 19, 2000, the General Partner declared a quarterly cash
distribution of $0.70 per OP Unit for the quarter ended December 31, 1999, paid
on February 11, 2000, to OP Unitholders of record on February 4, 2000. The
increased distribution is equivalent to an annualized distribution rate of $2.80
per OP Unit, a 12% increase from the previous annual distribution rate of $2.50.

Class M Preferred Stock

On January 13, 2000, AIMCO issued 1,200,000 shares of newly created Class M
Convertible Cumulative Preferred Stock, par value $.01 per share ("Class M
Preferred Stock") in a direct placement. The net proceeds of $30.0 million were
contributed by AIMCO to the Partnership in exchange for 1,200,000 Class M
Preferred Units and were used to repay certain indebtedness and for working
capital. For three years, holders of the Class M Preferred Stock (which mirror
those of the Class M Preferred Units) are entitled to receive, when, as and if
declared by the Board of Directors and AIMCO, as General Partner, annual cash
distributions in an amount per OP Unit equal to the greater of (i) $2.125 per
year (equivalent to 8.5% of the liquidation preference), or (ii) the cash
distributions (payable quarterly) payable on the number of shares of OP Units
into which a Class M Preferred Unit is convertible. Beginning with the third
anniversary of the date of original issuance, holders of Class M Preferred Units
will be entitled to receive an amount per Class M Preferred Unit equal to the
greater of (i) $2.3125 per year (equivalent to 9.25% of the liquidation
preference), or (ii) the cash distributions payable on the number of OP Units
into which a Class M Preferred Unit is convertible. The Class M Preferred Units
are senior to the OP Units as to distributions and liquidation. Upon any
liquidation, dissolution or winding up of AIMCO, before payment or dividends by
AIMCO shall be made to any holders of AIMCO Class A Common Stock, the holders of
the Class M Preferred Stock and the Class M Preferred Units shall be entitled to
receive a liquidation preference of $25 per share/unit, plus accumulated,
accrued and unpaid distributions.

F-31
<PAGE> 66

AIMCO PROPERTIES, L.P.

REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT UNIT DATA)

SCHEDULE III
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
100 Forest Place..... Oct-97 OakPark, IL 1986 234 $ 2,498 $ 14,154 $ 3,591
40th North........... Jul-94 Phoenix, AZ 1970 556 2,546 14,437 2,156
Alpine Village....... Oct-98 Birmingham, AL 1972 160 751 3,034 83
Anchorage............ Nov-96 League City, TX 1985 264 523 9,097 1,994
Arbor Crossing....... May-97 Lithonia, GA 1988 240 1,879 10,647 1,517
Arbor Station........ Apr-98 Montgomery, AL 1987 264 1,627 9,218 702
Arbor Station II..... Apr-99 Montgomery, AL 1988 288 198 1,133 --
Arbors............... Oct-97 Tempe, AZ 1971 200 1,092 6,189 509
Arbors............... May-98 Deland, FL 1983 224 1,507 8,537 936
Ashford Plantation... Dec-95 Atlanta, GA 1975 211 2,770 9,956 1,604
Aspen Hills.......... May-98 Austin, TX 1986 344 2,645 14,989 518
Aspen Point.......... Jul-99 Arvada, CO 1974 120 288 5,935 135
Atriums of
Plantation......... Aug-98 Plantation, FL 1980 210 1,807 9,756 799
Baldwin Oaks......... May-97 Parsippany, NJ 1980 251 689 7,226 201
Barcelona............ Oct-98 Houston, TX 1963 126 852 4,184 275
Bay Club............. Apr-97 Aventura, FL 1990 702 10,530 60,830 2,523
Baymeadows........... Oct-98 Jacksonville, FL 1972 904 5,308 20,953 163
Beacon Hill.......... Oct-97 Chamblee, GA 1978 120 928 5,261 406
Beech Lake........... May-99 Durham, NC 1986 345 2,284 13,011 --
Bella Vista.......... Jul-99 Miami, FL 1986 352 2,560 14,660 --
Bent Oaks............ May-98 Austin, TX 1979 146 1,117 6,328 227
Blossomtree.......... Oct-97 Scottsdale, AZ 1970 125 535 3,029 381
Boardwalk............ Dec-95 Tamarac, FL 1986 291 3,350 8,196 1,283
Boulder Creek
(Bluffs)........... Sep-83 Boulder, CO 1971 232 696 7,779 5,657
Bradford Place....... Dec-99 Suitland, MD 1968 214 1,176 6,666 --
Braesview............ May-98 San Antonio, TX 1982 396 3,135 17,764 392
Brandywine........... Apr-83 St. Petersburg, FL 1971 477 1,423 11,336 2,269
Brant Rock........... Oct-97 Houston, TX 1984 84 337 1,908 330
Brentwood............ Nov-96 Lake Jackson, TX 1980 104 200 3,092 479
Briarwest............ Oct-98 Houston, TX 1970 380 2,671 15,362 258
Briarwood............ Oct-98 Cedar Rapids, IA 1975 73 453 1,831 55
Briarwood............ Oct-98 Houston, TX 1970 351 2,138 10,159 99
Bridgewater.......... Nov-96 Tomball, TX 1978 206 333 4,033 2,894
Brittany Point....... Oct-98 Huntsville, AL 1978 431 1,627 9,220 207
Broadmoor
Apartments......... May-98 Austin, TX 1985 200 1,370 7,765 1,035
Brookdale Lakes...... May-98 Naperville, IL 1990 200 2,709 15,350 269
Brookside Village.... Apr-96 Tustin, CA 1970 628 2,498 14,180 21,605
Burke Shire
Commons............ May-97 Burke, VA 1986 360 2,785 23,320 145
Calhoun Beach........ Dec-98 Minneapolis, MN 1928/1998 351 11,567 65,546 4,177
Cambridge Heights.... May-97 Natchez, MS 1979 94 249 1,413 825
Canterbury Green..... Dec-99 Fort Wayne, IN 1979 2,007 13,929 73,975 --
Cape Cod............. May-98 San Antonio, TX 1985 244 1,582 8,946 234

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
100 Forest Place..... $ 759 $ 19,484 $ 20,243 $ 5,165 $ 15,078 $ 15,080
40th North........... 2,546 16,592 19,139 3,783 15,356 10,202
Alpine Village....... 751 3,117 3,868 410 3,459 2,100
Anchorage............ 615 10,999 11,614 3,660 7,954 4,708
Arbor Crossing....... 740 13,303 14,043 2,168 11,875 4,956
Arbor Station........ 1,627 9,920 11,547 653 10,894 7,385
Arbor Station II..... 198 1,133 1,331 54 1,277 776
Arbors............... 1,092 6,698 7,790 647 7,143 3,715
Arbors............... 1,507 9,474 10,980 700 10,280 7,605
Ashford Plantation... 2,770 11,560 14,330 1,994 12,335 7,100
Aspen Hills.......... 2,645 15,507 18,152 1,102 17,050 9,570
Aspen Point.......... 288 6,070 6,358 1,647 4,711 --
Atriums of
Plantation......... 1,807 10,555 12,362 617 11,745 7,629
Baldwin Oaks......... 689 7,427 8,116 718 7,399 7,384
Barcelona............ 852 4,459 5,312 171 5,141 2,371
Bay Club............. 10,533 63,350 73,883 6,330 67,552 49,000
Baymeadows........... 5,308 21,115 26,423 2,256 24,167 13,657
Beacon Hill.......... 929 5,666 6,595 534 6,060 3,496
Beech Lake........... 2,284 13,011 15,294 543 14,751 11,783
Bella Vista.......... 2,560 14,660 17,220 365 16,856 12,765
Bent Oaks............ 1,117 6,555 7,672 458 7,214 4,300
Blossomtree.......... 535 3,411 3,945 322 3,623 2,037
Boardwalk............ 3,350 9,479 12,829 1,702 11,128 8,987
Boulder Creek
(Bluffs)........... 755 13,378 14,132 5,059 9,074 --
Bradford Place....... 1,176 6,666 7,842 -- 7,842 5,218
Braesview............ 3,135 18,155 21,290 1,284 20,006 13,690
Brandywine........... 1,437 13,591 15,028 6,089 8,939 6,216
Brant Rock........... 337 2,238 2,575 208 2,367 1,178
Brentwood............ -- 3,771 3,771 409 3,362 1,725
Briarwest............ 2,671 15,619 18,290 596 17,694 6,992
Briarwood............ 453 1,886 2,339 184 2,156 1,562
Briarwood............ 2,138 10,258 12,397 454 11,943 4,949
Bridgewater.......... 398 6,863 7,260 1,389 5,871 4,055
Brittany Point....... 1,658 9,396 11,054 (87) 11,141 9,159
Broadmoor
Apartments......... 1,370 8,800 10,170 637 9,533 6,000
Brookdale Lakes...... 2,709 15,619 18,328 1,089 17,239 13,280
Brookside Village.... 7,263 31,021 38,283 4,286 33,998 26,492
Burke Shire
Commons............ 2,785 23,465 26,250 906 25,344 22,055
Calhoun Beach........ 11,821 69,469 81,290 3,378 77,912 52,763
Cambridge Heights.... 90 2,397 2,487 1,018 1,469 1,520
Canterbury Green..... 13,929 73,975 87,904 87,904 52,804
Cape Cod............. 1,582 9,180 10,762 625 10,137 6,640
</TABLE>

F-32
<PAGE> 67
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Captiva Club......... Dec-96 Tampa, FL 1975 357 1,500 7,085 9,147
Carlin Manor......... Oct-98 Columbus, OH 1966 278 1,353 3,883 114
Carriage House....... Oct-98 Gastonia, NC 1970 102 486 2,059 99
Casa Anita........... Mar-98 Phoenix, AZ 1986 224 1,125 6,404 386
Cedar Creek.......... May-98 San Antonio, TX 1979 392 1,788 10,131 1,753
Center Square........ May-97 Doylestown, PA 1975 352 372 5,347 14
Chambers Ridge....... Oct-98 Harrisburg, PA 1973 324 1,469 6,135 1,690
Chapel NDP........... May-97 Baltimore, MD 1974 175 131 3,354 113
Chatham Harbor....... Oct-99 Altamonte Springs, FL 1985 324 2,288 12,999 --
Chesapeake........... Dec-96 Houston, TX 1983 320 775 7,317 778
Chestnut Hill
Village............ May-97 Middletown, CT 1985 314 6,300 15,328 35
Citrus Grove......... Jun-98 Redlands, CA 1985 198 1,118 6,333 235
Citrus Sunset........ Mar-98 Vista, CA 1985 96 663 3,758 208
Cobble Creek......... Mar-98 Tucson, AZ 1980 301 1,299 7,395 575
Colonade Gardens
(Ferntree)......... Oct-97 Phoenix, AZ 1973 196 765 4,337 411
Colonial Crest....... Dec-99 Bloomington, IN 1965 208 938 4,488 --
Colony............... Sep-98 Bradenton, FL 1986 166 1,121 6,350 316
Colony At
Kenilworth......... Oct-98 Towson, MD 1966 383 2,600 11,255 437
Colony House......... Oct-98 Murfreesboro, TN 1973 194 898 3,336 208
Copper Chase......... Dec-96 Katy, TX 1982 316 1,354 7,672 1,348
Copperfield.......... Nov-96 Houston, TX 1983 196 702 7,003 1,158
Coral Cove........... May-98 Tampa, FL 1985 200 727 4,119 3,431
Coral Gardens........ Apr-93 Las Vegas, NV 1983 670 3,190 12,745 2,530
Country Club Villas.. Jul-94 Amarillo, TX 1984 282 1,049 5,951 993
Country Club West.... May-98 Greeley, CO 1986 288 2,848 16,138 614
Country Wood......... Oct-98 Raleigh, NC 1972 384 2,652 8,816 130
Courtney Park........ May-98 Fort Collins, CO 1986 248 2,726 15,450 400
Coventry Square...... Nov-96 Houston, TX 1983 270 975 6,355 1,722
Crossbridge.......... Oct-98 Dallas, TX 1980 160 490 3,994 19
Crossings at Belle... Jan-98 Amarillo, TX 1976 160 483 2,737 1,256
Crossings of
Bellevue........... May-98 Nashville, TN 1985 300 2,588 14,667 680
Crossroads........... May-98 Phoenix, AZ 1982 316 2,180 12,353 410
Crows Nest........... Nov-96 League City, TX 1984 176 795 5,400 1,090
Cypress Landing...... Dec-96 Savannah, GA 1984 200 915 5,188 603
Cypress Ridge........ May-98 Houston, TX 1979 268 870 4,931 1,204
Debaliviere I........ May-97 St. Louis, MO 1979 146 188 2,795 80
Dolphins Landing..... Dec-96 Corpus Christi, TX 1980 218 1,740 5,589 806
Douglaston Villas and
Townhomes (Cameron
Villas)............ Aug-99 Altamonte Springs, FL 1979 234 1,721 9,835 242
Dunwoody Park........ Jul-94 Dunwoody, GA 1980 318 1,838 10,538 1,484
Eagle's Nest......... May-98 San Antonio, TX 1973 226 1,053 5,966 294
Eaglewood(s)......... Jun-98 Memphis, TN 1983 584 750 16,544 4,285
Easton Village....... Nov-96 Houston, TX 1983 146 440 6,584 1,957
Eden Crossing........ Nov-94 Pensacola, FL 1985 200 1,111 6,332 895
Elm Creek............ May-97 Elmhurst, IL 1986 372 5,339 30,253 6,958
Emerald Ridge........ Feb-98 Tyler, TX 1984 484 1,469 8,324 926
Essex Park........... Oct-98 Columbia, SC 1971 323 1,570 5,554 141
Evanston Place....... May-97 Evanston, IL 1988 190 1,503 19,960 6,858
Fairway View I....... Oct-98 Baton Rouge, LA 1972 242 1,456 5,992 126
Fairway View II...... Oct-98 Baton Rouge, LA 1981 204 1,428 5,899 94
Fairways............. Jul-94 Chandler, AZ 1986 352 1,830 10,403 15,999
Ferntree Apartments.. Oct-98 Phoenix, AZ 1970 219 1,243 12,818 404

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Captiva Club......... 1,752 15,980 17,732 816 16,916 8,950
Carlin Manor......... 1,353 3,997 5,350 520 4,830 2,500
Carriage House....... 486 2,158 2,643 229 2,414 1,892
Casa Anita........... 1,125 6,790 7,915 491 7,424 4,050
Cedar Creek.......... 1,788 11,884 13,671 768 12,903 4,609
Center Square........ 372 5,360 5,733 316 5,416 5,619
Chambers Ridge....... 1,469 7,825 9,294 901 8,393 5,396
Chapel NDP........... 131 3,467 3,598 142 3,456 3,269
Chatham Harbor....... 2,288 12,999 15,287 68 15,219 --
Chesapeake........... 775 8,095 8,870 1,015 7,854 7,199
Chestnut Hill
Village............ 6,300 15,363 21,663 1,324 20,340 16,070
Citrus Grove......... 1,118 6,569 7,686 435 7,251 5,056
Citrus Sunset........ 663 3,966 4,629 256 4,373 3,561
Cobble Creek......... 1,299 7,970 9,269 669 8,600 6,924
Colonade Gardens
(Ferntree)......... 766 4,747 5,513 452 5,061 2,752
Colonial Crest....... 938 4,488 5,426 -- 5,426 1,789
Colony............... 1,121 6,666 7,787 392 7,395 3,277
Colony At
Kenilworth......... 2,600 11,692 14,292 1,474 12,818 7,985
Colony House......... 898 3,544 4,442 381 4,061 2,249
Copper Chase......... 1,354 9,020 10,374 750 9,624 5,289
Copperfield.......... 646 8,217 8,863 1,589 7,274 3,367
Coral Cove........... 1,381 6,896 8,277 882 7,395 3,928
Coral Gardens........ 3,190 15,275 18,465 4,627 13,838 10,661
Country Club Villas.. 1,049 6,944 7,993 1,489 6,504 3,837
Country Club West.... 2,848 16,752 19,600 1,228 18,372 11,158
Country Wood......... 2,652 8,946 11,598 1,004 10,593 4,267
Courtney Park........ 2,726 15,850 18,577 1,117 17,460 9,895
Coventry Square...... 1,054 7,997 9,052 2,982 6,070 2,928
Crossbridge.......... 490 4,013 4,504 420 4,083 1,700
Crossings at Belle... 483 3,993 4,476 306 4,171 2,388
Crossings of
Bellevue........... 2,588 15,348 17,936 1,109 16,826 8,325
Crossroads........... 2,180 12,763 14,943 912 14,031 6,853
Crows Nest........... 856 6,429 7,285 1,923 5,362 2,784
Cypress Landing...... 915 5,791 6,706 750 5,957 4,165
Cypress Ridge........ 870 6,135 7,005 461 6,545 4,250
Debaliviere I........ 188 2,874 3,062 233 2,830 2,534
Dolphins Landing..... 1,740 6,395 8,135 887 7,248 4,431
Douglaston Villas and
Townhomes (Cameron
Villas)............ 1,721 10,077 11,798 245 11,554 --
Dunwoody Park........ 1,838 12,022 13,860 2,681 11,179 7,114
Eagle's Nest......... 1,053 6,260 7,313 461 6,851 4,685
Eaglewood(s)......... 945 20,634 21,579 8,101 13,478 --
Easton Village....... 565 8,416 8,981 1,890 7,091 2,789
Eden Crossing........ 1,111 7,227 8,338 1,547 6,791 5,603
Elm Creek............ 5,421 37,130 42,550 10,348 32,202 23,508
Emerald Ridge........ 1,469 9,249 10,719 755 9,964 6,089
Essex Park........... 1,570 5,694 7,264 638 6,626 3,017
Evanston Place....... 2,101 26,220 28,321 5,697 22,624 18,425
Fairway View I....... 1,456 6,118 7,574 516 7,058 4,000
Fairway View II...... 1,428 5,993 7,421 669 6,753 4,200
Fairways............. 4,133 24,099 28,232 2,822 25,410 6,040
Ferntree Apartments.. 1,242 13,223 14,465 478 13,987 5,191
</TABLE>

F-33
<PAGE> 68
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Fieldcrest........... Oct-98 Jacksonville, FL 1982 240 1,331 7,544 315
Fishermans Landing... Sep-98 Temple Terrace, FL 1986 256 1,643 9,311 603
Fishermans Landing... Dec-97 Bradenton, FL 1984 200 1,275 7,225 767
Fishermans Wharf..... Nov-96 Clute, TX 1981 360 830 9,969 1,478
Foothills............ Oct-97 Tucson, AZ 1982 270 1,203 6,817 351
Forest River......... Oct-98 Gadsden, AL 1979 248 795 3,499 204
Foxchase............. May-97 Alexandria, VA 1947 2,113 39,390 93,181 7,949
Foxfire.............. Oct-98 Doraville, GA 1971 266 1,691 8,568 264
Foxfire-Barcelona/
Durham............. Oct-98 Durham, NC 1972 354 2,357 7,898 134
Foxtree.............. Oct-97 Tempe, AZ 1976 487 2,505 14,194 1,191
Frankford Place...... Jul-94 Carrollton, TX 1982 274 1,125 6,382 844
Franklin Oaks........ May-98 Franklin, TN 1987 468 4,031 22,842 1,087
Freedom Place Club... Oct-97 Jacksonville, FL 1988 352 2,289 12,970 867
Gateway Gardens...... Oct-98 Cedar Rapids, IA 1969 328 1,857 7,522 178
Georgetown........... Oct-98 Columbus, OH 1962 150 1,004 3,827 175
Glen Hollow.......... Dec-99 Charlotte, NC 1972 336 2,133 10,174 --
Grand Flamingo
(Morton Towers).... Sep-97 Miami Beach, FL 1960 1,277 8,736 49,774 51,840
Greens of
Naperville......... May-97 Naperville, IL 1986 400 3,756 21,284 624
Greentree............ Dec-96 Carrollton, TX 1983 365 1,955 11,098 761
Hampton Hill......... Nov-96 Houston, TX 1984 332 1,574 8,408 4,824
Harbor Cove.......... May-98 San Antonio, TX 1980 256 1,446 8,193 353
Hastings Place....... Nov-96 Houston, TX 1984 176 734 3,382 1,830
Haverhill Commons.... May-98 W. Palm Beach, FL 1986 222 1,656 9,386 1,149
Hazeltree............ Oct-97 Phoenix, AZ 1970 310 997 5,650 1,118
Heather Ridge........ Dec-96 Arlington, TX 1983 180 614 3,478 272
Heather Ridge........ May-98 Phoenix, AZ 1983 252 1,609 9,119 244
Heritage Pointe...... Oct-98 Rome, GA 1976 149 510 1,985 71
Heritage Village..... Dec-97 Temple Terrace, FL 1967 252 713 10,678 2,441
Hidden Lake.......... May-98 Tampa, FL 1983 267 1,361 7,715 287
Hiddentree........... Oct-97 East Lansing, MI 1966 261 1,470 8,330 1,134
Highland Park........ Dec-96 Fort Worth, TX 1985 500 1,823 10,330 5,193
Hillmeade............ Nov-94 Nashville, TN 1985 288 2,872 16,066 2,999
Hunt Club............ Oct-98 Indianapolis, IN 1972 200 689 4,045 --
Hunters Creek........ May-99 Cincinnati, OH 1981 146 661 3,832 --
Hunters Glen......... Apr-98 Austell, GA 1983 72 301 1,704 112
Hunters Glen IV...... Oct-98 Plainsboro, NJ 1976 264 2,488 9,738 149
Hunters Glen V....... Oct-98 Plainsboro, NJ 1977 304 2,997 10,912 279
Hunters Glen VI...... Oct-98 Plainsboro, NJ 1977 328 3,120 11,376 300
Huntington Athletic
Club............... Oct-98 Morrisville, NC 1986 212 1,830 8,535 52
Indian Creek
Village............ Oct-98 Overland Park, KS 1972 273 1,959 3,033 159
Islandtree........... Oct-97 Savannah, GA 1985 216 1,267 7,181 645
Jefferson Place...... Nov-94 Baton Rouge, LA 1985 234 2,696 15,115 1,493
La Colina............ Oct-98 Denton, TX 1984 264 1,599 5,034 130
La Jolla de San
Antonio............ May-98 San Antonio, TX 1975 300 2,071 11,733 378
La Jolla de Tucson... May-98 Tucson, AZ 1978 223 1,342 7,603 441
Lake Castleton Arms.. Oct-98 Indianapolis, IN 1997 1,265 5,188 33,504 147
Lake Crossing........ May-97 Austell, GA 1988 300 1,683 9,538 1,756
Lake Johnson Mews.... Oct-98 Raleigh, NC 1972 201 1,683 5,803 181
Lakehaven I.......... May-97 Carol Stream, IL 1984 144 701 3,974 (796)
Lakehaven II......... May-97 Carol Stream, IL 1985 348 1,673 9,482 (119)

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Fieldcrest........... 1,331 7,859 9,190 411 8,779 5,705
Fishermans Landing... 1,643 9,915 11,557 573 10,984 5,554
Fishermans Landing... 1,276 7,990 9,267 691 8,575 4,687
Fishermans Wharf..... 933 11,344 12,277 4,640 7,637 3,407
Foothills............ 1,203 7,168 8,371 668 7,703 3,734
Forest River......... 795 3,702 4,498 405 4,093 3,266
Foxchase............. 16,028 124,492 140,520 8,527 131,993 63,015
Foxfire.............. 1,691 8,832 10,522 776 9,746 7,187
Foxfire-Barcelona/
Durham............. 2,357 8,032 10,389 896 9,493 5,355
Foxtree.............. 2,505 15,385 17,890 1,542 16,348 8,613
Frankford Place...... 1,125 7,226 8,351 1,778 6,573 3,779
Franklin Oaks........ 4,031 23,929 27,960 1,719 26,241 17,255
Freedom Place Club... 2,289 13,838 16,126 1,271 14,856 6,753
Gateway Gardens...... 1,857 7,700 9,557 847 8,709 6,295
Georgetown........... 1,004 4,002 5,006 183 4,823 3,646
Glen Hollow.......... 2,133 10,174 12,307 -- 12,307 7,690
Grand Flamingo
(Morton Towers).... 13,182 97,168 110,350 4,936 105,414 26,299
Greens of
Naperville......... 1,995 23,669 25,664 6,138 19,526 12,181
Greentree............ 1,955 11,859 13,814 1,199 12,615 7,169
Hampton Hill......... 2,227 12,580 14,806 4,569 10,238 3,991
Harbor Cove.......... 1,446 8,545 9,991 605 9,386 5,755
Hastings Place....... 799 5,147 5,946 1,333 4,613 2,558
Haverhill Commons.... 1,656 10,534 12,191 771 11,420 9,045
Hazeltree............ 997 6,768 7,765 618 7,147 3,928
Heather Ridge........ 614 3,751 4,364 436 3,929 2,573
Heather Ridge........ 1,609 9,362 10,972 662 10,310 5,850
Heritage Pointe...... 510 2,056 2,566 251 2,315 1,400
Heritage Village..... 1,022 12,810 13,832 4,008 9,824 5,180
Hidden Lake.......... 1,361 8,002 9,363 583 8,780 5,347
Hiddentree........... 1,470 9,464 10,934 939 9,995 4,227
Highland Park........ 2,098 15,249 17,347 1,459 15,888 9,030
Hillmeade............ 2,872 19,065 21,937 3,903 18,034 10,458
Hunt Club............ 689 4,045 4,734 502 4,232 3,637
Hunters Creek........ 661 3,832 4,493 160 4,333 2,684
Hunters Glen......... 301 1,816 2,117 126 1,991 1,063
Hunters Glen IV...... 2,488 9,887 12,375 1,038 11,337 8,181
Hunters Glen V....... 2,997 11,191 14,188 1,189 12,999 8,813
Hunters Glen VI...... 3,120 11,676 14,796 1,268 13,527 9,173
Huntington Athletic
Club............... 1,830 8,587 10,418 745 9,673 3,386
Indian Creek
Village............ 1,959 3,192 5,152 782 4,369 4,485
Islandtree........... 1,267 7,825 9,093 731 8,362 4,080
Jefferson Place...... 2,697 16,607 19,304 3,545 15,759 8,998
La Colina............ 1,599 5,165 6,763 121 6,643 5,064
La Jolla de San
Antonio............ 2,071 12,111 14,182 841 13,341 8,645
La Jolla de Tucson... 1,342 8,044 9,386 575 8,811 5,880
Lake Castleton Arms.. 5,188 33,650 38,838 260 38,578 28,748
Lake Crossing........ 1,123 11,854 12,977 2,977 10,000 9,541
Lake Johnson Mews.... 1,683 5,983 7,666 735 6,931 4,350
Lakehaven I.......... 510 3,369 3,879 220 3,659 5,387
Lakehaven II......... 1,219 9,818 11,036 467 10,569 13,714
</TABLE>

F-34
<PAGE> 69
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Lakeland East........ May-97 Jackson, MS 1984 144 426 3,435 12
Lakeside............. Oct-98 Lisle, IL 1972 568 4,866 20,380 137
Lakeside Place....... Oct-98 Houston, TX 1976 734 6,186 22,681 112
Landmark............. May-98 Albuquerque, NM 1965 101 780 4,455 326
Las Brisas........... Jul-94 Casa Grande, AZ 1985 132 573 3,260 305
Las Brisas........... Dec-95 San Antonio, TX 1983 176 1,100 5,454 501
Lebanon Station...... Oct-98 Columbus, OH 1974 387 1,790 8,671 71
Legend Oaks (The
Woodlands)......... May-98 Tampa, FL 1983 416 2,304 13,058 507
Lexington............ Jul-94 San Antonio, TX 1981 72 311 1,764 161
Lexington Green...... Oct-98 Sarasota, FL 1974 267 1,726 6,204 376
Los Arboles.......... Sep-97 Chandler, AZ 1985 232 1,662 9,418 746
Madera Point......... May-98 Phoenix, AZ 1986 256 2,103 11,916 986
Magnolia Trace....... Oct-98 Baton Rouge, LA 1973 246 1,205 37 200
Maple Bay............ Dec-99 Virginia Beach, VA 1971 414 2,598 14,719 1,223
Marbella Club........ Jul-99 Miami, FL 1988 504 2,815 16,193 --
Meadow Creek......... Apr-85 Boulder, CO 1972 332 1,387 10,027 1,517
Meadows.............. Dec-96 Austin, TX 1983 100 579 3,283 280
Mesa Ridge........... May-98 San Antonio, TX 1986 200 1,209 6,852 222
Michigan Meadows..... Dec-99 Indianapolis, IN 1965 253 582 3,539 --
Millhopper Village... Oct-98 Gainesville, FL 1969 136 988 3,497 50
Mills................ May-98 Houston, TX 1979 708 3,936 22,306 1,309
Montecito............ Jul-94 Austin, TX 1985 268 1,268 7,194 1,933
Mountain Run......... Jul-99 Lakewood, CO 1970 96 240 7,391 135
Mountain View........ May-98 Colorado Springs, CO 1985 252 2,536 14,371 480
Newberry Park........ May-97 Chicago, IL 1985 84 181 1,027 1,989
Newport.............. Jul-94 Avondale, AZ 1986 204 800 4,554 713
North River Village.. Oct-98 Atlanta, GA 1970 133 931 3,488 21
Northview Harbor..... Dec-99 Grand Rapids, MI 1982 360 2,016 10,696 --
Northwoods
Apartments......... Oct-98 Pensacola, FL 1979 320 1,784 6,615 166
Nottingham Square.... Oct-98 Urbandale, IA 1974 442 1,772 8,010 48
Oak Falls............ Nov-96 Spring, TX 1983 144 514 3,585 1,937
Oakbrook............. Dec-99 Battle Creek, MI 1981 586 3,512 16,501 --
Oakwood Village on
Lake Nan........... Oct-98 Winter Park, FL 1973 278 1,475 5,746 145
Ocean Oaks........... May-98 Port Orange, FL 1988 296 2,132 12,083 1,150
Old Farm............. Dec-98 Lexington, KY 1985 330 1,893 10,725 430
Old Orchard.......... Dec-99 Grand Rapids, MI 1974 664 3,217 14,077 --
Old Salem............ Oct-98 Charlottesville, VA 1967 364 2,809 12,713 871
Olmos Club........... Oct-97 San Antonio, TX 1983 134 322 1,825 186
Olympiad............. Nov-94 Montgomery, AL 1986 176 1,046 5,958 736
Orchidtree........... Oct-97 Scottsdale, AZ 1971 278 2,314 13,112 617
Palencia............. May-98 Tampa, FL 1985 420 2,804 15,887 2,269
Palm Lake (Village
Square)............ Oct-98 Tampa, FL 1972 150 832 1,143 190
Panorama Terrace..... Oct-98 Birmingham, AL 1975 227 1,401 4,672 115
Paradise Palms....... Jul-94 Phoenix, AZ 1970 130 647 3,684 540
Park at Cedar Lawn... Nov-96 Galveston, TX 1985 192 769 5,073 2,659
Park at Deerbrook.... Oct-98 Humble, TX 1984 100 563 2,720 42
Park Colony.......... May-98 Norcross, GA 1984 352 3,257 18,454 409
Parktown Townhouses.. Oct-98 Deer Park, TX 1968 309 2,031 6,674 93
Parliament Bend...... Jul-94 San Antonio, TX 1980 232 765 4,342 769
Patchen Place........ Oct-98 Lexington, KY 1974 202 883 3,794 136

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Lakeland East........ 426 3,447 3,873 227 3,646 3,450
Lakeside............. 4,866 20,517 25,384 1,272 24,111 17,200
Lakeside Place....... 6,186 22,793 28,979 2,289 26,690 14,261
Landmark............. 780 4,781 5,561 340 5,221 2,400
Las Brisas........... 573 3,565 4,138 796 3,342 --
Las Brisas........... 1,100 5,955 7,055 1,069 5,986 3,217
Lebanon Station...... 1,790 8,741 10,531 374 10,157 6,927
Legend Oaks (The
Woodlands)......... 2,304 13,565 15,869 996 14,873 7,779
Lexington............ 312 1,924 2,236 433 1,803 1,007
Lexington Green...... 1,726 6,580 8,306 769 7,536 3,392
Los Arboles.......... 1,662 10,164 11,826 944 10,882 7,149
Madera Point......... 2,103 12,903 15,006 921 14,084 8,067
Magnolia Trace....... 1,205 237 1,442 541 901 --
Maple Bay............ 2,781 15,758 18,539 -- 18,539 10,176
Marbella Club........ 2,815 16,193 19,009 402 18,606 13,896
Meadow Creek......... 1,435 11,495 12,931 4,581 8,350 7,485
Meadows.............. 579 3,563 4,143 347 3,796 2,008
Mesa Ridge........... 1,209 7,075 8,284 498 7,786 4,980
Michigan Meadows..... 582 3,539 4,121 -- 4,121 1,726
Millhopper Village... 988 3,547 4,534 477 4,058 2,700
Mills................ 3,936 23,615 27,551 1,739 25,812 14,230
Montecito............ 1,268 9,127 10,395 2,066 8,329 4,749
Mountain Run......... 240 7,526 7,766 1,977 5,789 --
Mountain View........ 2,536 14,851 17,387 1,044 16,343 9,093
Newberry Park........ 431 2,767 3,197 980 2,217 8,455
Newport.............. 800 5,267 6,067 1,250 4,817 2,456
North River Village.. 931 3,509 4,440 399 4,041 1,657
Northview Harbor..... 2,016 10,696 12,712 -- 12,712 8,019
Northwoods
Apartments......... 1,784 6,781 8,565 730 7,835 5,000
Nottingham Square.... 1,772 8,058 9,830 982 8,848 7,412
Oak Falls............ 574 5,462 6,036 1,369 4,667 2,632
Oakbrook............. 3,512 16,501 20,013 -- 20,013 8,727
Oakwood Village on
Lake Nan........... 1,475 5,891 7,365 774 6,591 3,884
Ocean Oaks........... 2,132 13,234 15,366 957 14,410 10,251
Old Farm............. 1,893 11,156 13,048 451 12,597 9,824
Old Orchard.......... 3,217 14,077 17,293 -- 17,293 10,723
Old Salem............ 2,809 13,584 16,394 1,296 15,098 10,187
Olmos Club........... 322 2,011 2,333 196 2,137 1,209
Olympiad............. 1,046 6,694 7,740 1,438 6,301 4,993
Orchidtree........... 2,314 13,729 16,043 1,283 14,760 7,037
Palencia............. 2,804 18,156 20,959 1,290 19,670 13,172
Palm Lake (Village
Square)............ 832 1,333 2,165 406 1,759 1,670
Panorama Terrace..... 1,401 4,787 6,188 694 5,494 3,731
Paradise Palms....... 647 4,224 4,871 961 3,910 2,205
Park at Cedar Lawn... 843 7,658 8,501 1,650 6,851 5,150
Park at Deerbrook.... 563 2,762 3,326 90 3,236 1,510
Park Colony.......... 3,257 18,864 22,120 1,352 20,769 11,072
Parktown Townhouses.. 2,031 6,767 8,798 722 8,076 3,017
Parliament Bend...... 765 5,111 5,876 1,191 4,686 --
Patchen Place........ 883 3,930 4,813 620 4,192 3,000
</TABLE>

F-35
<PAGE> 70
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Peachtree Park....... Jan-96 Atlanta, GA 1962/1995 295 4,681 12,957 2,359
Penn Square.......... Dec-94 Albuquerque, NM 1982 210 1,128 6,478 657
Peppermill Place..... Nov-96 Houston, TX 1983 224 406 3,957 2,269
Pickwick Place....... Oct-98 Indianapolis, IN 1973 336 963 7,607 63
Pine Creek........... Oct-97 Clio, MI 1978 233 852 4,830 510
Pine Shadows......... May-98 Phoenix, AZ 1983 272 2,093 11,858 333
Pinebrook............ Oct-98 Jacksonville, FL 1974 208 856 4,854 340
Pines of Northwest
Crossing........... Oct-98 Houston, TX 1973 412 1,566 5,974 233
Pines of Roanoke..... Oct-98 Roanoke, VA 1978 216 1,169 5,108 189
Pinetree............. Oct-98 Charlotte, NC 1972 220 1,350 6,787 242
Place du Plantier.... Oct-98 Baton Rouge, LA 1972 268 1,702 6,252 127
Plantation Gardens... Oct-98 Plantation, FL 1971 372 2,163 5,048 119
Pleasant Ridge....... Nov-94 Little Rock, AR 1982 200 1,660 9,464 972
Pleasant Valley
Pointe............. Nov-94 Little Rock, AR 1985 112 907 5,069 910
Point West........... May-97 Lenexa, KS 1985 172 979 5,548 1,049
Pointe James......... Oct-98 Charleston, SC 1977 128 886 926 111
Polo Park............ Oct-97 Midland, TX 1983 184 800 4,532 587
Prairie Hills........ Jul-94 Albuquerque, NM 1985 360 1,680 9,633 1,214
Preston Creek........ Oct-98 Dallas, TX 1979 228 1,625 6,650 83
Pride Gardens........ May-97 Flora, MS 1975 76 265 1,502 2,223
Prime Crest.......... May-98 Austin, TX 1973 148 724 4,104 486
Privado Park......... May-98 Phoenix, AZ 1984 352 2,636 14,937 382
Quail Hollow......... Oct-98 West Columbia, SC 1973 215 1,271 4,396 95
Quail Ridge.......... May-98 Tucson, AZ 1974 253 1,613 9,143 513
Quail Run............ Oct-98 Zionsville, IN 1972 166 1,293 4,568 112
Quail Run............ Oct-98 Columbia, SC 1970 332 1,885 8,270 75
Quail Woods.......... Oct-98 Gastonia, NC 1974 188 1,079 1,789 127
Quailtree............ Oct-97 Phoenix, AZ 1978 184 659 3,735 412
Raintree............. Oct-98 Pensacola, FL 1971 168 192 1,091 1,162
Raintree............. Oct-98 Anderson, SC 1972 176 706 2,385 114
Ramblewood........... Dec-99 Grand Rapids, MI 1973 1,710 9,742 59,378 --
Rancho Sunset........ Mar-98 Escondido, CA 1985 344 3,103 16,755 1,436
Randol Crossing...... Dec-96 Fort Worth, TX 1984 160 728 4,125 286
Regency Oaks......... Oct-98 Fern Park, FL 1965 343 1,666 (48) 50
Ridgecrest........... Dec-96 Denton, TX 1983 152 393 2,228 403
Rio Cancion.......... Oct-98 Tucson, AZ 1983 379 2,832 16,090 521
River Loft
Apartments......... May-97 Philadelphia, PA 1910 197 1,103 12,223 79
River Reach.......... Oct-98 Jacksonville, FL 1972 298 2,271 8,575 78
Rivercrest........... Oct-97 Tucson, AZ 1984 310 751 4,253 280
Rivercrest........... Oct-98 Atlanta, GA 1970 312 2,929 5,416 31
Riverside............ Jul-94 Littleton, CO 1987 248 1,553 8,828 1,447
Riverwalk............ Dec-95 Little Rock, AR 1988 262 1,075 9,295 634
Rocky Creek.......... Oct-98 Augusta, GA 1979 120 620 2,555 32
Rocky Ridge.......... Oct-98 Birmingham, AL 1973 116 566 2,197 69
Rosemont Crossing
(The Greens)....... Oct-98 San Antonio, TX 1974 217 668 3,094 607
Royal Crest.......... May-98 Austin, TX 1973 204 1,220 5,912 1,402
Royal Gardens........ Oct-98 Hemet, CA 1987 137 521 2,817 458
Royal Palms.......... Jul-94 Mesa, AZ 1985 152 832 4,730 345
Ryan's Pointe........ Oct-98 Houston, TX 1983 280 1,551 8,313 146
Salem Arms........... Oct-98 Augusta, GA 1971 136 598 1,421 64

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Peachtree Park....... 4,683 15,314 19,997 2,557 17,440 9,111
Penn Square.......... 1,128 7,135 8,263 1,529 6,734 4,147
Peppermill Place..... 474 6,157 6,632 1,365 5,266 4,793
Pickwick Place....... 963 7,670 8,633 841 7,792 6,308
Pine Creek........... 852 5,339 6,192 406 5,786 2,292
Pine Shadows......... 2,093 12,191 14,283 866 13,418 7,500
Pinebrook............ 857 5,193 6,050 256 5,793 3,594
Pines of Northwest
Crossing........... 1,566 6,207 7,773 845 6,929 4,828
Pines of Roanoke..... 1,169 5,297 6,466 571 5,895 4,225
Pinetree............. 1,350 7,029 8,379 524 7,855 4,996
Place du Plantier.... 1,702 6,379 8,081 849 7,232 3,800
Plantation Gardens... 2,163 5,167 7,330 1,194 6,136 6,776
Pleasant Ridge....... 1,661 10,435 12,096 2,292 9,803 6,700
Pleasant Valley
Pointe............. 907 5,979 6,886 1,327 5,559 3,267
Point West........... 1,044 6,532 7,576 1,973 5,603 5,505
Pointe James......... 886 1,038 1,923 215 1,708 1,270
Polo Park............ 800 5,119 5,919 475 5,444 2,209
Prairie Hills........ 2,011 10,516 12,527 2,326 10,201 6,916
Preston Creek........ 1,625 6,733 8,358 588 7,770 4,500
Pride Gardens........ 35 3,955 3,990 1,411 2,578 866
Prime Crest.......... 724 4,591 5,315 340 4,975 2,340
Privado Park......... 2,636 15,319 17,955 1,075 16,880 8,980
Quail Hollow......... 1,271 4,491 5,762 437 5,324 2,850
Quail Ridge.......... 1,613 9,657 11,270 703 10,567 6,245
Quail Run............ 1,293 4,680 5,972 464 5,508 4,427
Quail Run............ 1,885 8,345 10,230 903 9,327 5,508
Quail Woods.......... 1,079 1,917 2,996 244 2,752 2,447
Quailtree............ 659 4,147 4,806 388 4,418 2,141
Raintree............. 356 2,090 2,445 (19) 2,464 2,610
Raintree............. 706 2,499 3,204 316 2,888 1,339
Ramblewood........... 9,742 59,378 69,120 -- 69,120 37,854
Rancho Sunset........ 3,103 18,191 21,294 1,137 20,157 13,661
Randol Crossing...... 728 4,411 5,140 469 4,671 2,365
Regency Oaks......... 1,666 2 1,668 983 685 --
Ridgecrest........... 393 2,631 3,024 376 2,648 2,390
Rio Cancion.......... 2,832 16,611 19,443 1,294 18,149 12,851
River Loft
Apartments......... 1,103 12,302 13,405 749 12,656 6,499
River Reach.......... 2,271 8,653 10,924 1,017 9,907 6,962
Rivercrest........... 751 4,533 5,284 418 4,866 2,727
Rivercrest........... 2,929 5,447 8,376 (4,818) 13,194 6,659
Riverside............ 1,956 9,872 11,828 2,278 9,551 5,708
Riverwalk............ 1,075 9,929 11,004 1,704 9,300 5,411
Rocky Creek.......... 620 2,586 3,206 277 2,930 2,053
Rocky Ridge.......... 566 2,266 2,832 326 2,506 1,450
Rosemont Crossing
(The Greens)....... 668 3,701 4,369 404 3,965 2,840
Royal Crest.......... 1,220 7,314 8,534 529 8,005 3,320
Royal Gardens........ 521 3,275 3,796 118 3,678 2,396
Royal Palms.......... 832 5,076 5,907 1,135 4,773 3,358
Ryan's Pointe........ 1,551 8,459 10,010 315 9,695 4,317
Salem Arms........... 598 1,485 2,084 139 1,945 1,193
</TABLE>

F-36
<PAGE> 71
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
San Marina........... Mar-98 Phoenix, AZ 1986 399 1,926 10,954 765
Sand Castles......... Oct-97 League City, TX 1987 136 978 5,541 408
Sand Pebble.......... Oct-97 El Paso, TX 1983 208 861 4,879 436
Sandalwood........... May-98 Houston, TX 1979 352 1,462 8,287 408
Sandpiper Cove....... May-97 Boynton Beach, FL 1987 416 11,447 29,088 (53)
Sawgrass............. Jul-97 Orlando, FL 1986 208 1,443 8,157 621
Seaside Point........ Nov-96 Galveston, TX 1985 102 295 2,994 2,851
Seasons.............. Oct-95 San Antonio, TX 1976 280 974 5,749 1,010
Shadetree............ Oct-97 Tempe, AZ 1965 123 591 3,349 638
Shadow Brook......... Oct-98 Salt Lake, UT 1984 300 911 5,164 3,392
Shadow Creek......... May-98 Phoenix, AZ 1984 266 2,087 11,824 483
Shadow Lake.......... Oct-97 Greensboro, NC 1988 136 1,054 5,972 585
Shadowood............ May-97 Chapel Hill, NC 1987 336 1,268 14,574 30
Shaker Square........ Oct-98 Whitehall, OH 1968 194 1,078 4,195 55
Shallow Creek........ May-98 San Antonio, TX 1982 208 1,234 6,995 263
Shirewood
Townhomes.......... Oct-98 Shreveport, LA 1948 228 697 246 196
Shoreview............ May-97 San Francisco, CA 1976 156 106 4,063 78
Signal Pointe (Squire
One)............... Oct-98 Winter Park, FL 1971 368 1,973 6,768 179
Signature Point...... Nov-96 League City, TX 1994 304 2,160 13,627 3,344
Silktree............. Oct-97 Phoenix, AZ 1979 86 421 2,383 222
Silver Ridge......... Oct-98 Maplewood, MN 1986 186 650 3,677 489
Silverado............ Oct-98 El Paso, TX 1973 248 799 22 89
Ski Lodge............ Oct-98 Montgomery, AL 1978 522 2,428 9,436 88
Snowden Village I.... Oct-98 Fredericksburg, VA 1970 132 905 2,337 478
Snowden Village II... Oct-98 Fredericksburg, VA 1980 122 804 2,484 353
Snug Harbor.......... Dec-95 Las Vegas, NV 1990 64 750 2,966 392
Society Park......... Oct-98 Tampa, FL 1968 324 1,154 308 170
Society Park East.... Oct-98 Indian Harbor, FL 1963 200 899 1,256 291
Somerset Lakes....... May-99 Indianapolis, IN 1974 360 3,533 20,285 --
Somerset Village..... May-96 West Valley City, UT 1985 486 4,375 17,600 1,419
South Point.......... Oct-98 Durham, NC 1980 180 2,113 (520) 78
South Willow......... Jul-94 West Jordan, UT 1987 440 2,218 12,612 1,366
Southridge........... Dec-96 Greenville, TX 1984 160 643 3,645 421
Spectrum Pointe...... Jul-94 Marietta, GA 1984 196 1,029 5,903 728
St. Charleston
Village............ Oct-98 Las Vegas, NV 1980 312 1,909 7,697 93
Steeplechase......... May-99 Loveland, OH 1988 272 1,669 9,539 --
Stirling Court....... Nov-96 Houston, TX 1984 228 946 5,958 1,664
Stone Mountain West.. Oct-98 Stone Mountain, GA 1971 142 1,143 4,019 28
Stone Pointe
Village............ Dec-99 Fort Wayne, IN 1980 296 1,809 8,591 --
Stonebrook........... Jun-97 Sanford, FL 1991 244 1,583 9,046 1,279
Stoney Brook......... Nov-96 Houston, TX 1972 113 579 3,871 2,402
Stonybrook........... May-98 Tucson, AZ 1983 411 2,187 12,278 1,090
Strawbridge Square... May-97 Alexandria, VA 1979 128 86 4,743 36
Summerchase.......... May-97 Van Buren, AR 1974 72 170 962 1,399
Summerwalk........... Oct-98 Winter Park, FL 1974 306 353 2,000 6,355
Summit Creek......... May-98 Austin, TX 1985 164 611 3,464 3,068
Sun Grove............ Jul-94 Peoria, AZ 1986 86 659 3,749 230
Sun Katcher (Teal
Pointe)............ Dec-95 Jacksonville, FL 1972 360 578 3,440 6,191
Sun Lake............. May-98 Lake Mary, FL 1986 600 4,556 25,819 980
Sun River Village.... Oct-98 Tempe, AZ 1981 334 2,518 9,063 189
Sunbury Downs........ Nov-96 Houston, TX 1982 240 565 4,380 2,521

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
San Marina........... 1,926 11,719 13,645 924 12,721 7,828
Sand Castles......... 978 5,949 6,927 566 6,361 3,000
Sand Pebble.......... 861 5,315 6,176 519 5,657 2,620
Sandalwood........... 1,462 8,695 10,158 622 9,536 4,619
Sandpiper Cove....... 7,459 33,023 40,482 6,233 34,249 12,814
Sawgrass............. 1,443 8,778 10,221 905 9,315 4,564
Seaside Point........ 334 5,807 6,140 1,029 5,112 2,027
Seasons.............. 982 6,751 7,733 1,200 6,534 4,405
Shadetree............ 591 3,987 4,578 392 4,186 1,994
Shadow Brook......... 2,153 7,314 9,467 801 8,666 6,000
Shadow Creek......... 2,087 12,306 14,393 867 13,526 6,815
Shadow Lake.......... 1,054 6,557 7,611 599 7,012 3,132
Shadowood............ 1,268 14,605 15,872 1,575 14,297 9,834
Shaker Square........ 1,078 4,250 5,328 (547) 5,874 3,320
Shallow Creek........ 1,234 7,257 8,492 514 7,978 4,500
Shirewood
Townhomes.......... 697 442 1,139 501 637 --
Shoreview............ 106 4,141 4,248 405 3,843 4,283
Signal Pointe (Squire
One)............... 1,973 6,946 8,920 803 8,117 3,998
Signature Point...... 2,161 16,970 19,131 2,690 16,441 7,121
Silktree............. 421 2,606 3,026 249 2,777 1,506
Silver Ridge......... 722 4,095 4,816 (38) 4,854 4,453
Silverado............ 799 111 910 412 497 --
Ski Lodge............ 2,428 9,524 11,952 1,287 10,665 6,800
Snowden Village I.... 905 2,816 3,720 225 3,496 2,472
Snowden Village II... 804 2,836 3,640 171 3,469 2,616
Snug Harbor.......... 751 3,357 4,108 629 3,479 1,976
Society Park......... 1,154 478 1,633 728 905 --
Society Park East.... 899 1,547 2,447 512 1,935 1,966
Somerset Lakes....... 3,533 20,285 23,819 844 22,975 14,182
Somerset Village..... 4,375 19,019 23,394 2,843 20,551 8,061
South Point.......... 2,113 (443) 1,670 (5,997) 7,668 4,600
South Willow......... 2,218 13,979 16,196 3,185 13,012 7,842
Southridge........... 643 4,066 4,709 498 4,211 2,029
Spectrum Pointe...... 1,029 6,631 7,660 1,486 6,175 4,108
St. Charleston
Village............ 1,909 7,790 9,699 723 8,977 6,060
Steeplechase......... 1,669 9,539 11,208 396 10,812 8,442
Stirling Court....... 1,010 7,558 8,568 3,227 5,341 3,455
Stone Mountain West.. 1,143 4,047 5,191 375 4,816 3,000
Stone Pointe
Village............ 1,809 8,591 10,400 -- 10,400 6,414
Stonebrook........... 2,070 9,838 11,908 1,055 10,853 7,695
Stoney Brook......... 704 6,148 6,852 992 5,860 705
Stonybrook........... 2,167 13,388 15,554 994 14,561 4,028
Strawbridge Square... 86 4,779 4,865 246 4,618 3,267
Summerchase.......... 59 2,472 2,531 1,482 1,049 643
Summerwalk........... 1,895 6,812 8,707 605 8,102 4,902
Summit Creek......... 1,153 5,990 7,143 787 6,356 3,491
Sun Grove............ 659 3,978 4,638 912 3,725 --
Sun Katcher (Teal
Pointe)............ 785 9,424 10,209 1,005 9,204 8,675
Sun Lake............. 4,556 26,799 31,355 1,935 29,420 14,889
Sun River Village.... 2,518 9,252 11,771 870 10,900 6,126
Sunbury Downs........ 633 6,834 7,466 1,348 6,118 2,370
</TABLE>

F-37
<PAGE> 72
<TABLE>
<CAPTION>

INITIAL COST COST
----------------------- CAPITALIZED
BUILDINGS SUBSEQUENT
DATE YEAR NUMBER AND TO
PROPERTY NAME ACQUIRED LOCATION BUILT OF UNITS LAND IMPROVEMENTS ACQUISITION
- ------------- -------- --------------------- --------- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sunchase of
Clearwater......... Nov-94 Clearwater, FL 1985 461 2,177 19,641 1,821
Sunchase of Orlando
East............... Nov-94 Orlando, FL 1985 296 927 8,361 970
Sunchase of Orlando
North.............. Nov-94 Orlando, FL 1985 324 1,013 9,142 1,175
Sunchase Tampa....... Nov-94 Tampa, FL 1985 216 757 6,831 897
Sundown Village...... Mar-98 Tucson, AZ 1984/1994 330 2,214 12,582 349
Sunlake.............. Sep-98 Brandon, FL 1986 88 189 1,086 3,777
Sunset Village....... Mar-98 Oceanside, CA 1987 114 1,128 6,392 262
Surrey Oaks.......... Oct-97 Bedford, TX 1983 152 628 3,560 377
Swiss Village........ Nov-96 Houston, TX 1972 360 1,011 11,310 391
Tall Timbers......... Oct-97 Houston, TX 1982 256 1,238 7,016 493
Tar River Estates.... Oct-98 Greenville, NC 1969 402 521 2,953 3,243
Tara Bridge.......... May-97 Jonesboro, GA 1988 220 1,253 7,100 1,213
Tates Creek Village.. Oct-98 Lexington, KY 1970 204 1,145 1,788 126
Tatum Gardens
Apartments......... May-98 Phoenix, AZ 1985 128 653 3,699 3,009
The Bluffs........... Dec-98 Lafayette, IN 1982 181 979 5,549 527
The Bradford......... Oct-97 Midland, TX 1982 264 705 3,996 (519)
The Breakers......... Oct-98 Daytona Beach, FL 1985 258 1,008 5,710 397
The Falls of Bells
Ferry.............. May-98 Marietta, GA 1987 720 6,568 37,218 701
The Hills............ Oct-97 Austin, TX 1983 329 1,367 7,747 531
The Knolls........... Oct-98 Colorado Springs, CO 1972 262 2,406 3,210 100
The Landings......... Oct-98 Tampa, FL 1978 200 800 3,508 116
The Loft............. Oct-98 Raleigh, NC 1974 184 1,575 14,576 86
The Palisaides....... Oct-98 Montgomery, AL 1968 432 1,214 5,714 76
The Park............. Oct-98 Melbourne, FL 1983 120 719 4,072 193
The Pines............ Oct-98 Palm Bay, FL 1984 216 601 3,406 354
The Sterling......... Oct-98 Philadelphia, PA 1962 536 6,427 85,108 98
The Stratford........ May-98 San Antonio, TX 1979 269 1,920 10,879 398
Thurber Manor........ Oct-98 Columbus, OH 1965 115 810 2,281 237
Timber Ridge......... Oct-98 Sharonville, OH 1972 248 1,427 5,315 120
Timberlake........... May-97 Arlington, TX 1971 224 753 6,327 50
Timbermill........... Oct-95 San Antonio, TX 1982 296 778 4,674 784
Timbertree........... Oct-97 Phoenix, AZ 1980 387 2,334 13,229 875
Tor.................. Dec-99 Columbia, MD 1974 324 2,715 15,382 1,223
Torrey Pines
Village............ Oct-98 Las Vegas, NV 1980 204 1,230 4,743 99
Township at
Highlands.......... Nov-96 Littleton, CO 1986 119 1,058 11,166 10,853
Trails of Ashford.... May-98 Houston, TX 1979 514 2,650 15,018 497
Twin Lake Towers..... Oct-98 Westmont, IL 1969 399 3,233 11,262 2,551
Victoria Station..... Jun-98 Victoria, TX 1997 224 425 3,946 2,848
Villa La Paz......... Jun-98 Sun City, CA 1990 96 573 3,096 260
Villa Ladera......... Jan-96 Albuquerque, NM 1985 280 1,765 10,013 1,667
Village Creek at
Brookhill.......... Jul-94 Westminster, CO 1987 324 2,446 13,901 1,162
Village Crossing..... May-98 W. Palm Beach, FL 1986 289 1,618 9,167 1,130
Village Gardens...... Oct-98 Fort Collins, CO 1973 141 1,080 3,549 39
Village Green........ Oct-98 Montgomery, AL 1972 337 1,681 5,659 79
Village of
Pennbrook.......... Oct-98 Levitown, PA 1970 722 5,533 31,345 4,031
Vista Ventana........ May-98 Phoenix, AZ 1982 275 1,908 10,810 440
Walnut Springs....... Dec-96 San Antonio, TX 1983 224 998 5,657 347

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Sunchase of
Clearwater......... 2,177 21,462 23,639 4,625 19,014 16,566
Sunchase of Orlando
East............... 927 9,331 10,258 1,994 8,264 8,694
Sunchase of Orlando
North.............. 1,013 10,317 11,330 2,189 9,141 11,660
Sunchase Tampa....... 757 7,727 8,485 1,728 6,757 6,969
Sundown Village...... 2,214 12,931 15,145 970 14,175 8,373
Sunlake.............. 632 4,419 5,052 776 4,276 2,766
Sunset Village....... 1,128 6,654 7,782 412 7,370 5,498
Surrey Oaks.......... 628 3,937 4,565 314 4,251 2,230
Swiss Village........ 1,129 11,583 12,712 4,692 8,019 4,373
Tall Timbers......... 1,238 7,509 8,747 722 8,025 3,973
Tar River Estates.... 2,203 4,513 6,716 (1,085) 7,801 4,686
Tara Bridge.......... 1,009 8,557 9,566 2,104 7,462 6,642
Tates Creek Village.. 1,145 1,914 3,058 696 2,362 2,481
Tatum Gardens
Apartments......... 1,117 6,244 7,360 795 6,565 3,394
The Bluffs........... 979 6,076 7,055 255 6,800 3,848
The Bradford......... 519 3,663 4,182 333 3,850 1,588
The Breakers......... 1,008 6,107 7,115 318 6,797 3,747
The Falls of Bells
Ferry.............. 6,568 37,919 44,487 2,635 41,852 26,980
The Hills............ 1,367 8,278 9,645 787 8,858 8,029
The Knolls........... 2,406 3,309 5,716 766 4,950 5,177
The Landings......... 800 3,624 4,424 362 4,062 2,213
The Loft............. 1,575 14,662 16,237 497 15,741 4,338
The Palisaides....... 1,214 5,790 7,004 854 6,149 4,547
The Park............. 720 4,264 4,984 222 4,761 2,518
The Pines............ 603 3,758 4,361 168 4,192 2,209
The Sterling......... 6,427 85,207 91,633 5,071 86,562 22,736
The Stratford........ 1,920 11,278 13,198 835 12,362 5,805
Thurber Manor........ 810 2,518 3,328 158 3,170 2,303
Timber Ridge......... 1,427 5,435 6,862 337 6,525 5,206
Timberlake........... 753 6,377 7,130 160 6,970 2,042
Timbermill........... 778 5,457 6,236 1,027 5,209 3,456
Timbertree........... 2,334 14,104 16,438 1,314 15,124 7,637
Tor.................. 2,898 16,422 19,320 -- 19,320 11,615
Torrey Pines
Village............ 1,230 4,842 6,072 406 5,666 3,607
Township at
Highlands.......... 1,064 22,014 23,077 2,857 20,220 9,279
Trails of Ashford.... 2,650 15,514 18,165 1,089 17,076 8,840
Twin Lake Towers..... 3,233 13,813 17,046 1,411 15,635 10,886
Victoria Station..... 682 6,537 7,219 2,016 5,203 3,199
Villa La Paz......... 573 3,355 3,929 223 3,705 2,362
Villa Ladera......... 2,235 11,210 13,445 1,882 11,563 5,345
Village Creek at
Brookhill.......... 2,446 15,063 17,509 3,341 14,168 --
Village Crossing..... 1,618 10,296 11,914 748 11,166 6,955
Village Gardens...... 1,080 3,588 4,668 379 4,289 2,410
Village Green........ 1,681 5,739 7,419 705 6,715 4,744
Village of
Pennbrook.......... 6,401 34,508 40,909 (324) 41,233 19,300
Vista Ventana........ 1,908 11,251 13,158 783 12,375 6,245
Walnut Springs....... 998 6,004 7,002 536 6,466 4,170
</TABLE>

F-38
<PAGE> 73
<TABLE>
<CAPTION>

<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------------------------------------
TOTAL COST
BUILDINGS NET OF
AND ACCUMULATED ACCUMULATED
PROPERTY NAME LAND IMPROVEMENTS TOTAL DEPRECIATION DEPRECIATION ENCUMBRANCES
- ------------- -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Waterford............ 533 6,460 6,993 2,106 4,887 3,870
Waterways Village.... 4,504 12,160 16,664 1,372 15,292 7,575
Weatherly............ 1,275 7,427 8,703 386 8,316 4,607
West 135th Street.... 1,196 16,342 17,538 5,416 12,122 328
West Lake Arms
Apartments......... 2,816 24,689 27,505 1,040 26,465 16,446
Westway Village...... 2,457 8,844 11,301 1,124 10,178 4,798
Westgate............. 1,985 9,283 11,268 426 10,842 5,987
Whispering Pines..... 693 3,881 4,574 (36) 4,610 4,251
Wickertree........... 1,225 7,279 8,504 718 7,786 4,014
Wildflower........... 705 4,999 5,704 458 5,246 2,011
Williams Cove........ 1,227 7,603 8,830 1,774 7,056 3,708
Williamsburg......... 2,717 16,083 18,800 1,154 17,646 12,240
Williamsburg
Apartments......... 2,333 9,932 12,265 1,394 10,871 7,400
Williamsburg on the
Wabash............. 3,225 17,569 20,794 -- 20,794 12,554
Willow Park on Lake
Adelaide........... 1,045 5,582 6,627 553 6,073 4,000
Willowick............ 734 2,755 3,489 320 3,169 1,178
Windridge............ 1,480 8,692 10,172 614 9,557 6,115
Windsor at South
Square............. 1,415 4,956 6,370 547 5,824 2,146
Windsor Hills........ 1,859 6,995 8,854 554 8,300 4,123
Windsor Landing...... 1,642 9,627 11,269 901 10,367 5,278
Windward at the
Villages........... 1,595 9,721 11,315 887 10,429 4,408
Woodhill............. 1,554 9,789 11,343 819 10,524 5,627
Woodhollow........... 658 4,027 4,685 380 4,305 2,027
Woodland Ridge....... 595 3,639 4,234 402 3,832 2,006
Woodland Village I... 1,913 6,697 8,610 709 7,901 4,950
Woodlands............ 496 3,513 4,009 -- 4,009 2,154
Woodlands/Odessa..... 676 4,724 5,399 1,127 4,272 --
Woodlands/Tyler...... 1,029 6,578 7,607 1,510 6,097 4,049
Woods of Inverness... 1,774 6,923 8,697 629 8,068 5,052
Wyntre Brook
Apartments......... 536 8,228 8,764 406 8,358 6,651
Yorktown Apartments.. 3,712 11,105 14,817 900 13,917 12,187
Yorktree............. 1,968 12,062 14,030 1,131 12,899 6,431
-------- ---------- ---------- -------- ---------- ----------
$661,502 $3,847,033 $4,508,535 $415,992 $4,092,543 $2,375,089
======== ========== ========== ======== ========== ==========
</TABLE>

F-39
<PAGE> 74

AIMCO PROPERTIES, L.P.

REAL ESTATE AND ACCUMULATED DEPRECIATION
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
REAL ESTATE
Balance at beginning of year........................... $2,743,865 $1,657,207 $ 865,222
Additions during the year:
Newly consolidated assets........................... 1,101,134 -- --
Acquisitions........................................ 521,624 1,058,428 786,571
Additions........................................... 177,245 78,270 26,808
Sales/transfers to held for sale.................... (35,333) (50,040) (21,394)
---------- ---------- ----------
Balance at end of year................................. $4,508,535 $2,743,865 $1,657,207
========== ========== ==========
ACCUMULATED DEPRECIATION
Balance at beginning of year........................... $ 228,155 $ 153,285 $ 120,077
Additions during the year:
Depreciation........................................ 131,257 83,908 37,741
Newly consolidated assets........................... 60,345 -- --
Sales/transfers to held for sale.................... (3,765) (9,038) (4,533)
---------- ---------- ----------
Balance at end of year................................. $ 415,992 $ 228,155 $ 153,285
========== ========== ==========
</TABLE>

F-40
<PAGE> 75

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.1 -- Second Amended and Restated Agreement and Plan of Merger,
dated as of January 22, 1999, by and between Apartment
Investment and Management Company and Insignia Properties
Trust (Exhibit 2.2 to the Current Report on Form 8-K of
Insignia Properties Trust, dated February 11, 1999, is
incorporated herein by this reference)
2.2 -- Amended and Restated Agreement and Plan of Merger, dated
as of May 26, 1998, by and among Apartment Investment
Management Company, AIMCO Properties, L.P., Insignia
Financial Group, Inc., and Insignia/ESG Holdings, Inc.
(Exhibit 2.1 to AIMCO's Registration Statement on Form
S-4, filed August 5, 1998, is incorporated herein by this
reference)
10.1 -- Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P., dated as of July
29, 1994 as amended and restated as of October 1, 1998
(Exhibit 10.8 to AIMCO's Quarterly Report on Form 10-Q
for the quarterly period ending September 30, 1998, is
incorporated herein by this reference)
10.2 -- First Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of November 6, 1998 (Exhibit 10.9 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 1998, is incorporated herein
by this reference)
10.3 -- Second Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 30, 1998 (Exhibit 10.1 to
Amendment No. 1 to AIMCO's Current Report on Form 8-K/A,
filed February 11, 1999, is incorporated herein by this
reference)
10.4 -- Third Amendment to Third Amended and Restated Agreement
of Limited Partnership of AIMCO Properties, L.P., dated
as of February 18, 1999 (Exhibit 10.12 to AIMCO's Annual
Report on Form 10-K for the fiscal year 1998, is
incorporated herein by this reference)
10.5 -- Fourth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of March 25, 1999 (Exhibit 10.2 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 1999, is incorporated herein by this
reference)
10.6 -- Fifth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of March 26, 1999 (Exhibit 10.3 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 1999, is incorporated herein by this
reference)
10.7 -- Sixth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of March 26, 1999 (Exhibit 10.1 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period
ending June 30, 1999, is incorporated herein by this
reference)
10.8 -- Seventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of September 27, 1999 (Exhibit 10.1 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly
period ending September 30, 1999, is incorporated herein
by this reference)
10.9 -- Eighth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 14, 1999 (Exhibit 10.9 to
AIMCO's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
</TABLE>
<PAGE> 76

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.10 -- Ninth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 21, 1999 (Exhibit 10.10 to
AIMCO's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
10.11 -- Tenth Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of December 21, 1999 (Exhibit 10.11 to
AIMCO's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
10.12 -- Eleventh Amendment to the Third Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of January 13, 2000 (Exhibit 10.12 to
Aimco's Annual Report on Form 10-K for the fiscal year
1999, is incorporated herein by this reference)
10.13 -- Amended and Restated Assignment and Assumption Agreement,
dated as of December 7, 1998, by and among Insignia
Properties, L.P. and AIMCO Properties, L.P. (Exhibit 10.1
to the Current Report on Form 8-K of Insignia Properties
Trust, dated February 11, 1999, is incorporated herein by
this reference)
10.14 -- Amended and Restated Indemnification Agreement, dated as
of May 26, 1998, by and between Apartment Investment and
Management Company and Insignia/ ESG Holdings, Inc.
(Exhibit 2.2 to AIMCO's Registration Statement on Form
S-4, filed August 5, 1998, is incorporated herein by this
reference)
10.15 -- Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, BankBoston, N.A., and First Union
National Bank (Exhibit 10.1 to the Current Report on Form
8-K of Apartment Investment and Management Company, dated
as of August 16, 1 999, is incorporated herein by this
reference)
10.16 -- Borrower Pledge Agreement, dated August 16, 1999 between
AIMCO Properties, L.P. and Bank of America (Exhibit 10.2
to the Current Report on Form 8-K of Apartment Investment
and Management Company, dated August 16, 1999 is
incorporated herein by this reference)
10.17 -- Form of Committed Loan Note, issued by AIMCO Properties,
L.P. to Bank of America, BankBoston, N.A., and First
Union National Bank (Exhibit 10.3 to the Current Report
on Form 8-K of Apartment Investment and Management
Company, dated August 16, 1999, is incorporated herein by
this reference)
10.18 -- Form of Swing Line Note, issued by AIMCO Properties, L.P.
to Bank of America, BankBoston, N.A., and First Union
National Bank (Exhibit 10.4 to the Current Report on Form
8-K of Apartment Investment and Management Company, dated
August 16, 1999, is incorporated herein by this
reference)
10.19 -- Form of Payment Guaranty, by Apartment Investment and
Management Company, AIMCO/NHP Holdings, Inc., NHP A&R
Services, Inc., and NHP Management Company (Exhibit 10.5
to the Current Report on Form 8-K of Apartment Investment
and Management Company, dated August 16, 1999, is
incorporated herein by this reference)
10.20 -- Amended and Restated Credit Agreement, dated as of March
15, 2000, among AIMCO Properties, L.P., the lenders
listed therein, Bank of America, N.A., Fleet National
Bank (as successor in interest to BankBoston, N.A.), and
First Union National Bank
</TABLE>
<PAGE> 77

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.21 -- Employment Contract, executed on July 29, 1994, by and
between AIMCO Properties, L.P., and Peter Kompaniez
(Exhibit 10.44A to AIMCO's Annual Report on Form 10-K for
the fiscal year 1994, is incorporated herein by this
reference)*
10.22 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, L.P. and Terry Considine
(Exhibit 10.44C to AIMCO's Annual Report on Form 10-K for
the fiscal year 1994, is incorporated herein by this
reference)*
10.23 -- Employment Contract executed on July 29, 1994 by and
between AIMCO Properties, L.P. and Steven D. Ira (Exhibit
10.44D to AIMCO's Annual Report on Form 10-K for fiscal
year 1994, is incorporated herein by this reference)
10.24 -- The 1994 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P., and Subsidiaries (Exhibit 10.40 to
Ambassador Apartments, Inc. Annual Report on Form 10-K
for the fiscal year 1997, is incorporated herein by this
reference)*
10.25 -- Amendment to the 1994 Stock Incentive Plan for Officers,
Directors and Key Employees of Ambassador Apartments,
Inc., Ambassador Apartments, L.P. and Subsidiaries
(Exhibit 10.41 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)*
10.26 -- The 1996 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador
Apartments, L.P., and Subsidiaries, as amended March 20,
1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual
Report on Form 10-K for the fiscal year 1997, is
incorporated herein by this reference)*
21.1 -- List of Subsidiaries (Exhibit 21.1 to AIMCO's Annual
Report on Form 10-K for the fiscal year 1999, is
incorporated herein by this reference)
23.1 -- Consent of Ernst & Young LLP
27.1 -- Financial Data Schedule
99.1 -- Agreement re: disclosure of long-term debt instruments
</TABLE>

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

(1) Schedule and supplemental materials to the exhibits have been omitted but
will be provided to the Securities and Exchange Commission upon request.

* Management contract

<PAGE> 1
EXHIBIT 10.20

$345,000,000
AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF MARCH 15, 2000

BY AND AMONG

AIMCO PROPERTIES, L.P. AS BORROWER,

THE LENDERS LISTED THEREIN, AS LENDERS,

BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

FLEET NATIONAL BANK (AS SUCCESSOR IN INTEREST TO BANKBOSTON N.A.),
AS CO-LEAD AGENT AND SYNDICATION AGENT, AND

FIRST UNION NATIONAL BANK, AS DOCUMENTATION AGENT.

1
<PAGE> 2

AIMCO PROPERTIES, L.P.

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated
as of March 15, 2000 (the "AMENDMENT EFFECTIVE DATE") and entered into by and
among AIMCO PROPERTIES, L.P., a Delaware limited partnership ("BORROWER"), the
financial institutions listed on the signature pages hereof (collectively,
"LENDERS" and individually a "LENDER") and BANK OF AMERICA, N.A. ("BANK OF
AMERICA"), as Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"),
Issuing Lender and a Co-Lead Agent, FLEET NATIONAL BANK (as successor in
interest to BankBoston, N.A.) ("FLEET"), as a Lender, a Co-Lead Agent, and
Syndication Agent, and FIRST UNION NATIONAL BANK ("First Union"), as a Lender
and Documentation Agent, and is made with reference to that certain Credit
Agreement dated as of August 16, 1999 (as amended by this Amendment, the "CREDIT
AGREEMENT"), by and among Borrower, Lenders and Administrative Agent.
Capitalized terms used in this Amendment shall have the meanings set forth in
the Credit Agreement unless otherwise defined. The Guarantor Subsidiaries set
forth on pages S-11 through S-19 are only parties to this Amendment for the
purposes of Section 4 and are not a party to the Credit Agreement.

RECITAL

WHEREAS, Borrower and Lenders desire to amend and restate the Credit
Agreement to, among other things, increase the Combined Commitments by
$45,000,000 as of the date hereof, and to provide for the further increase of
the Combined Commitments up to an additional $55,000,000 as provided in Section
1.2 hereof, all as more particularly set forth below;

NOW, THEREFORE, in consideration of the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1 AMENDMENT TO SUBSECTION 1.01: DEFINED TERMS.

A. Subsection 1.01 of the Credit Agreement is hereby further amended by
deleting, in their entirety, the definitions of the terms listed below and
inserting the following in lieu thereof:

"COMBINED COMMITMENTS" has the meaning assigned to such term
in the definition of "Commitment". The Combined Commitments
are $345,000,000, and are subject to increase in accordance
with Section 2.14 below.

"PRO RATA SHARE" means, with respect to each Lender, the
percentage of the Combined Commitments set forth opposite the
name of that Lender on Schedule 2.01, as may be amended from
time to time.

2
<PAGE> 3

1.2 AMENDMENT TO SUBSECTION 2.14: THE COMMITMENTS AND EXTENSIONS OF CREDIT;
INCREASE IN COMMITMENTS.

A. Subsection 2.14 of the Credit Agreement shall be deleted in its
entirety and replaced with the following:

2.14 INCREASE IN COMBINED COMMITMENTS. As of the Amendment
Effective Date, the Combined Commitments will be $345,000,000;
provided, however, that from and after the Amendment Effective Date,
with the consent of Administrative Agent and Borrower only, new Lenders
may be added to this Agreement and/or existing Lenders may choose to
increase their individual Commitment, such that the Combined
Commitments may be increased up to a maximum of $400,000,000.

(a) Each of the Lenders acknowledges and agrees that,
notwithstanding anything to the contrary in Section 10.01, their
consent to any such increase in the Combined Commitments shall not be
required and additional Lenders may be added to this Agreement, and any
existing Lender under this Agreement may increase its Commitment
without the consent or agreement of the other Lenders (provided,
however, that no Lender's individual Commitment may be increased
without such Lender's consent); so long as Administrative Agent and
Borrower have consented in writing to such new Lenders or the increase
in the Commitment of any of the existing Lenders, as applicable.

(b) Administrative Agent shall not unreasonably withhold its
consent to Borrower's request for an increase in the Combined
Commitments under this Subsection, provided that each of the following
must be satisfied:

(i) any proposed new Lender must be acceptable to
Administrative Agent in its sole discretion;

(ii) Borrower shall pay a fee for such increase which
must be acceptable to Administrative Agent in its sole
discretion; and

(iii) all requirements of this Section 2.14 must be
satisfied.

(c) The addition of any new Lender to this Agreement, or the
increase in the Commitment of any existing Lender, shall be effective
upon the satisfaction of the following:

(i) Administrative Agent shall have sent written
notice of such new Lender or increase in the Commitment of any
existing Lender to the other Lenders hereunder, together with
notice of such new Lender's Commitment or such existing
Lender's increase in its Commitment;

3
<PAGE> 4

(ii) Administrative Agent and Borrower shall
determine the effective date of such increase (the "INCREASE
EFFECTIVE DATE"), and Administrative Agent shall promptly
notify Lenders thereof. On or prior to the Increase Effective
Date:

(1) Borrower shall have executed and
delivered to Administrative Agent a new Committed
Loan Note with respect to any new or existing Lender
in the amount of such Lender's Commitment;

(2) Borrower shall have delivered a
certificate signed by a Responsible Officer stating
that (i) the representations and warranties contained
in Section 5 are true and correct on and as of the
date of such certificate, and (ii) no Default or
Event of Default exists;

(3) Borrower shall deliver to Administrative
Agent, in form and substance satisfactory to
Administrative Agent, corporate resolutions and
incumbency certificates of Borrower and any Guarantor
dated as of the Increase Effective Date approving
such increase and in sufficient copies for each
Lender;

(4) Administrative Agent shall distribute an
amended Schedule 2.01 (which shall thereafter be
incorporated into this Agreement) to reflect any
changes in Lenders, the Combined Commitments, the
Commitments and each Lender's Pro Rata Share thereof;

(5) with respect to (a) new Lenders under
this Agreement, each new Lender shall acknowledge in
writing (in a form satisfactory to Administrative
Agent) that it is assuming the rights and obligations
of a "Lender" under this Agreement; and (b) existing
Lenders that increase their Commitment, each such
existing Lender shall acknowledge in writing (in a
form satisfactory to Administrative Agent) the
increased amount of such existing Lender's increased
Commitment; and

(6) Borrower, and each new Lender and each
existing Lender increasing its Commitment, shall
execute and deliver to Administrative Agent such
additional documents as Administrative Agent and its
legal counsel shall reasonably require to carry out
the intent of this Section 2.14.

1.3 AMENDMENT TO SECTION 7.14: NEGATIVE COVENANTS; FINANCIAL COVENANTS.

A. Subsection 7.14(a) shall be deleted in its entirety and replaced
with the following:

(a) Permit the Fixed Charge Coverage Ratio as of the end of
any fiscal quarter ending during any period set forth below to be less
than the following ratios during the applicable periods:

4
<PAGE> 5

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
APPLICABLE PERIOD RATIO
-------------------------------------------------------------------------------------------------------------
<S> <C>
Closing Date to and including September 30, 1999 1.70:1.00
-------------------------------------------------------------------------------------------------------------
October 1, 1999 to and including December 31, 1999 1.75:1.00
-------------------------------------------------------------------------------------------------------------
January 1, 2000 to and including December 31, 2000 1.70:1.00
-------------------------------------------------------------------------------------------------------------
January 1, 2001 and thereafter 1.75:1.00
-------------------------------------------------------------------------------------------------------------
</TABLE>

1.4 AMENDMENT TO SECTION 10.12: MISCELLANEOUS; SURVIVAL OF REPRESENTATIONS
AND WARRANTIES.

A. Subsection 10.12 shall be deleted in its entirety and replaced with
the following:

10.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties made hereunder and in any
Loan Document, certificate or statement delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the
execution and delivery thereof but shall terminate on the later of (a)
when the Commitments are terminated and (b) when no Obligations remain
outstanding under any Loan Document. Provided, however, notwithstanding
anything in this Agreement or implied by law to the contrary, the
agreements of Borrower set forth in Section 3 and Subsections 10.03,
10.05, 10.13, and 10.14 and the agreements of Lenders set forth in
Subsections 9.03, 9.07 and 10.06 shall survive the payment of the other
Obligations and the termination of this Agreement.

1.5 AMENDMENT TO SCHEDULES.

A. Schedule 2.01 shall be deleted in its entirety and replaced with
that attached hereto.

SECTION 2. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective on the Amendment
Effective Date, if each of the following conditions are satisfied:

A. Borrower has delivered to Lenders (or to Administrative Agent for
Lenders with sufficient originally executed copies, where appropriate, for each
Lender and its counsel) executed copies of this Amendment dated as of the
Amendment Effective Date;

B. Guarantor Subsidiaries have executed this Amendment with respect to
Section 4;

C. Borrower shall have executed new Committed Loan Notes for any Lender
whose Commitment increases pursuant to this Amendment dated as of the Amendment
Effective Date and in an amount equal to such Lender's Commitment;

5
<PAGE> 6

D. On or before the Amendment Effective Date, Borrower has paid to
Administrative Agent an amendment fee in the amount of $300,000 and a commitment
fee calculated as provided below. The amendment fee will be distributed among
all Lenders who are party to the Credit Agreement on the Amendment Effective
Date based upon the Pro Rata Shares in existence immediately before the
Amendment Effective Date. The commitment fee will be an aggregate amount equal
to $168,750, and will be distributed among each Lender party to the Credit
Agreement immediately before the Amendment Effective Date which increases its
Commitment pursuant to this Amendment, in an amount equal to 37.5 basis points
times the amount of such increase;

E. Borrower shall have delivered a certificate, satisfactory to Agent,
signed by a Responsible Officer stating that (i) the representations and
warranties contained in Section 5 are true and correct on and as of the
Amendment Effective Date, and (ii) no Default or Event of Default then exists,
and no Default or Event of Default will result from the consummation of the
transactions contemplated by this Amendment;

F. If required by Administrative Agent, Lenders and their respective
counsel shall have received originally executed copies of one or more favorable
written opinions of counsel for Borrower and the Guarantor Subsidiaries in form
and substance reasonably satisfactory to Administrative Agent and its counsel,
dated as of the Amendment Effective Date, with respect to the validity, binding
effect and enforceability of this Amendment, and due authorization, execution
and delivery thereof, and as to such other matters as Administrative Agent
acting on behalf of Lenders may reasonably request; and

G. Borrower shall have paid the reasonable fees, costs and expenses of
Administrative Agent's counsel in connection with this Amendment.

SECTION 3. BORROWER'S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrower represents
and warrants to each Lender that the following statements are true, correct and
complete:

A. CORPORATE POWER AND AUTHORITY. Borrower has all requisite corporate
power and authority to enter into this Amendment and any other agreements,
guaranties or other operative documents to be delivered pursuant to this
Amendment, to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement. Each of the Borrower, the REIT and the
Guarantor Subsidiaries are in good standing in the respective states of their
organization on the Amendment Effective Date.

B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Credit Agreement have been duly authorized
by all necessary corporate action on the part of Borrower and the other parties
delivering any of such documents, as the case may be. The organizational
documents of the Borrower, the REIT and the Guarantor Subsidiaries have not been
modified in any material respect since August 16, 1999.

6
<PAGE> 7

C. NO CONFLICT. The execution and delivery by Borrower and the
Guarantor Subsidiaries of this Amendment and the performance by Borrower of the
Credit Agreement by Borrower do not and will not (i) violate any provision of
any law or any governmental rule or regulation applicable to Borrower or any of
its Subsidiaries, their respective Organization Documents or any order, judgment
or decree of any court or other agency of government binding on Borrower, the
REIT or any of their Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Borrower, the REIT or any of their Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Borrower, the REIT or any of their Subsidiaries, or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Borrower, the REIT or any of their
Subsidiaries.

D. GOVERNMENTAL CONSENTS. The execution and delivery by Borrower and
the Guarantor Subsidiaries of this Amendment and the performance by Borrower and
the Guarantor Subsidiaries under the Credit Agreement do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental authority or
regulatory body.

E. BINDING OBLIGATION. The Credit Agreement, as amended by this
Amendment, has been duly executed and delivered by Borrower and the Guarantor
Subsidiaries, as applicable, and is enforceable against Borrower and/or the
Guarantor Subsidiaries, as applicable, in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Amendment Effective Date to the same extent as though
made on and as of such date, except representations and warranties solely to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.

SECTION 4. ACKNOWLEDGEMENT AND CONSENT

Guarantor Subsidiaries are party to that certain Payment
Guaranty of REIT and of Preferred Stock Subsidiaries dated August 16, 1999 and
that certain Payment Guaranty of Non-Preferred Stock Subsidiaries dated August
16, 1999, in each case as amended at even date herewith, pursuant to which
Guarantor Subsidiaries have guarantied the Obligations. Nothing in this Section
4 shall be construed to make the Guarantor Subsidiaries a party to the Credit
Agreement or to create any obligation in respect thereof except pursuant to each
Guaranty.

Each Guarantor Subsidiary hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the amendment of

7
<PAGE> 8

the Credit Agreement effected pursuant to this Amendment. Each Guarantor
Subsidiary hereby confirms that each Guaranty to which it is a party or
otherwise bound will continue to guaranty or secure, as the case may be, to the
fullest extent possible the payment and performance of all of the "Indebtedness"
(as defined in the applicable Guaranty), including without limitation the
payment and performance of all such "Indebtedness," as the case may be, with
respect to the Obligations of Borrower now or hereafter existing under or in
respect of the Credit Agreement (as amended hereby) and the Notes defined
therein.

Each Guarantor Subsidiary acknowledges and agrees that any
Guaranty to which it is a party or otherwise bound shall continue in full force
and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each Guarantor Subsidiary represents and
warrants that all representations and warranties contained in the Credit
Agreement and the Guaranty to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.

Each Guarantor Subsidiary acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Guarantor Subsidiary is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Guarantor Subsidiary to any future amendments to the Credit Agreement.

SECTION 5. MISCELLANEOUS

A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

(i) On and after the Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.

(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of Administrative Agent or any Lender under, the Credit

8
<PAGE> 9

Agreement or any of the other Loan Documents.

B. FEES AND EXPENSES. Borrower acknowledges that all reasonable costs,
fees and expenses incurred by Administrative Agent and its counsel with respect
to this Amendment and the documents and transactions contemplated hereby shall
be for the account of Borrower.

C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

D. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the execution of a
counterpart hereof by Borrower and the Requisite Lenders, and receipt by
Borrower and Administrative Agent of written, facsimile or telephonic
notification of such execution and authorization of delivery thereof.

[Signatures on Attached Pages S-1 through S-10]

9
<PAGE> 10

SCHEDULE 2.01

COMMITMENTS AND PRO RATA SHARES
(AS OF THE AMENDMENT EFFECTIVE DATE)

<TABLE>
<CAPTION>
=====================================================================================================================
LENDER COMMITMENT PRO RATA SHARE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bank of America, N.A. $ 55,000,000 15.942028986%
- ---------------------------------------------------------------------------------------------------------------------
Fleet National Bank $ 50,000,000 14.492753623%
- ---------------------------------------------------------------------------------------------------------------------
First Union National Bank $ 45,000,000 13.043478261%
- ---------------------------------------------------------------------------------------------------------------------
U.S. Bank $ 40,000,000 11.594202899%
- ---------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia $ 40,000,000 11.594202899%
- ---------------------------------------------------------------------------------------------------------------------
Chase Manhattan $ 35,000,000 10.144927536%
- ---------------------------------------------------------------------------------------------------------------------
KeyBank $ 30,000,000 8.695652174%
- ---------------------------------------------------------------------------------------------------------------------
SouthTrust Bank $ 25,000,000 7.246376812%
- ---------------------------------------------------------------------------------------------------------------------
California Bank & Trust $ 25,000,000 7.246376812%
- ---------------------------------------------------------------------------------------------------------------------
TOTALS $345,000,000 100.000000000%
=====================================================================================================================
</TABLE>

10
<PAGE> 11

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first written above.

BORROWER

AIMCO PROPERTIES, L.P.,
a Delaware limited partnership

By: AIMCO - GP, INC.,
a Delaware corporation, its
general partner

By: /s/ PETER K. KOMPANIEZ
Peter K. Kompaniez
President

Notices to be sent to:

2000 South Colorado Boulevard
Tower 2, Suite 2-1000
Denver, Colorado 80222
Attention: Paul McAuliffe
Executive Vice President & Chief
Financial Officer
Facsimile: (303) 691-4317

S-11
<PAGE> 12

BANK OF AMERICA

BANK OF AMERICA, N.A.,
as a Lender and as the Issuing Lender

By: /s/ MARK GREGOR-PEARSE
Name: Mark Gregor-Pearse
Title: Principal

BANK OF AMERICA, N.A.,
as Administrative Agent

By: /s/ MARK GREGOR-PEARSE
Name: Mark Gregor-Pearse
Title: Principal

S-12
<PAGE> 13

FLEET NATIONAL BANK,
as Lender, Co-Lead Agent and Syndication Agent

By: /s/ KATHLEEN M. AHERN
Name: Kathleen M. Ahern
Title: Vice President

S-13
<PAGE> 14

FIRST UNION NATIONAL BANK,
as a Lender and Documentation Agent

By: /s/ REX RUDY
Name: Rex Rudy
Title: Vice President

S-14
<PAGE> 15

CALIFORNIA BANK & TRUST, a California
banking corporation, as a Lender

By: /s/ EILEEN E. PORTER
--------------------------------
Name: Eileen E. Porter
Title: Vice President

S-15
<PAGE> 16

THE CHASE MANHATTAN BANK, a New York
banking corporation, as a Lender

By: /s/ ALAN C. BREINDEL
--------------------------------
Name: Alan C. Breindel
Title: Managing Director

S-16
<PAGE> 17

KEYBANK NATIONAL ASSOCIATION, as a Lender

By: /s/ DAN HERBLE
--------------------------------
Name: Daniel R. Herble
Title: Vice President

S-17
<PAGE> 18

THE BANK OF NOVA SCOTIA, acting through
its San Francisco Agency, as a Lender

By: /s/ ABID GILANI
--------------------------------
Name: Abid Gilani
Title: Director

S-18
<PAGE> 19

SOUTHTRUST BANK, N.A., as a Lender

By: /s/ SAMUEL L. BOROUGHS
--------------------------------
Name: Samuel L. Boroughs
Title: Assistant Vice President

S-19
<PAGE> 20

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ D. PETRE
--------------------------------
Name: D. Petre
Title: Vice President

S-20
<PAGE> 21

The undersigned Guarantor Subsidiaries hereby execute this Amendment solely for
the purposes of acknowledging the same and consenting thereto in accordance with
Section 4 thereof.

REIT AND PREFERRED STOCK SUBSIDIARIES:

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

By: /s/ PETER K. KOMPANIEZ
-------------------------------------
Peter K. Kompaniez
President

AIMCO/NHP HOLDINGS, INC.

By: /s/ PETER K. KOMPANIEZ
-------------------------------------
Peter K. Kompaniez
President

NHP A&R SERVICES, INC.

By: /s/ PETER K. KOMPANIEZ
-------------------------------------
Peter K. Kompaniez
President

NHP MANAGEMENT COMPANY

By: /s/ THOMAS TOOMEY
-------------------------------------
Thomas Toomey
President

S-21
<PAGE> 22

NON-PREFERRED STOCK SUBSIDIARIES
- --------------------------------

AIMCO Anchorage, L.P.
AIMCO Bay Club, L.P.
AIMCO Bridgewater, L.P.
AIMCO Copperfield, L.P.
AIMCO Crows Nest, L.P.
AIMCO Group, L.P.
AIMCO Hampton Hill, L.P.
AIMCO Hastings Place, L.P.
AIMCO LT, L.P.
AIMCO Oak Falls, L.P.
AIMCO Park at Cedar Lawn, L.P.
AIMCO Peppermill Place, L.P.
AIMCO Recovery Fund, L.P.
AIMCO Seaside Point, L.P.
AIMCO Signature Point, L.P.
AIMCO Stirling Court, L.P.
AIMCO Sunbury, L.P.
AIMCO Township at Highlands, L.P.
AIMCO UT, L.P.
AIMCO West Trails, L.P.

By: AIMCO Holdings, L.P., as their general partner

By: AIMCO Holdings QRS, Inc., its
general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

S-22
<PAGE> 23

AIMCO Bay Club II, L.P.

By: AIMCO Bay Club, L.P., its general partner

By: AIMCO Holdings, L.P., as their general partner

By: AIMCO Holdings QRS, Inc., its
general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

AIMCO Holdings, L.P.

By: AIMCO Holdings QRS, Inc., its
general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

Ambassador CRM Florida Partners, L.P.

By: Ambassador Florida Partners Limited Partnership, as its
general partner

By: Ambassador Florida Partners, Inc., as its
general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

S-23
<PAGE> 24

Ambassador I, L.P.

By: Ambassador I, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

Ambassador II, L.P.

By: Ambassador II, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

Ambassador VIII, L.P.

By: Ambassador VIII, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

Ambassador IX, L.P.

By: Ambassador IX, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

S-24
<PAGE> 25

Ambassador Apartments, L.P.
Property Asset Management Services, L.P.

By: AIMCO Properties, L.P., as their general partner

By: AIMCO-GP, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

Ambassador X, L.P.

By: Ambassador X, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

Williamsburg L.P.

By: Ambassador IX, L.P.., its general partner

By: Ambassador IX, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

S-25
<PAGE> 26

Property Asset Management Services-California, LLC

By: Property Asset Management Services, L.P., its managing
general partner

By: AIMCO Properties, L.P., its general partner

By: AIMCO-GP, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

NHP Congress Management L.P.

By: NHP-HG Six, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

NPI-AP Management, L.P.

By: NPI Property Management Corporation, its
general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

S-26
<PAGE> 27
AIMCO Residential Group, L.P.

By: AG Management, L.L.C., its general partner

By: NHP Management Company, its
managing member

By: /s/ THOMAS TOOMEY
------------------------------
Thomas Toomey
President

Insignia Properties, L.P.

By: AIMCO/IPT, Inc., its general partner

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

AIMCO Calhoun, Inc.
AIMCO Holdings QRS, Inc.
AIMCO LJ Tucson, Inc.
AIMCO Properties Finance Corp.
AIMCO Somerset, Inc.
AIMCO/Brant Rock, Inc.
AIMCO/Beacon Hill, Inc.
AIMCO/Blossomtree, Inc.
AIMCO/Colonnade, Inc.
AIMCO/Foothills, Inc.
AIMCO/Foxbay, Inc.
AIMCO/Foxtree, Inc.
AIMCO/Freedom Place, Inc.
AIMCO/Grovetree, Inc.
AIMCO/Hazeltree, Inc.
AIMCO/Hiddentree, Inc.
AIMCO/IPT, Inc.
AIMCO/Islandtree, Inc.
AIMCO/Olmos, Inc.
AIMCO/Orchidtree, Inc.
AIMCO/OTC QRS, Inc.
AIMCO/Pine Creek, Inc.
AIMCO/Polo Park, Inc.

S-27
<PAGE> 28

AIMCO/Quailtree, Inc.
AIMCO/Rivercrest, Inc.
AIMCO/Sand Castles, Inc.
AIMCO/Sand Pebble, Inc.
AIMCO/Shadetree, Inc.
AIMCO/Shadow Lake, Inc.
AIMCO/Silktree, Inc.
AIMCO/Surrey Oaks, Inc.
AIMCO/Tall Timbers, Inc.
AIMCO/The Hills, Inc.
AIMCO/Timbertree, Inc.
AIMCO/Twinbridge, Inc.
AIMCO/Wickertree, Inc.
AIMCO/Wildflower, Inc.
AIMCO/Windsor Landing, Inc.
AIMCO/Woodhollow, Inc.
AIMCO/Wydewood, Inc.
AIMCO/Yorktree, Inc.
AIMCO-LP, Inc.
AIMCO-GP, Inc.
Ambassador I, Inc.
Ambassador II, Inc.
Ambassador IV, Inc.
Ambassador V, Inc.
Ambassador VIII, Inc.
Ambassador Texas, Inc.
Ambassador X, Inc.
Ambassador XI, Inc.
Ambassador Florida Partners Inc.
Angeles Realty Corporation II
NHP Multi-Family Capital Corporation
NHP Real Estate Corporation
A.J. Two, Inc.
AIMCO Equity Services, Inc.
NHP Texas Management Company
NHP Puerto Rico Management Company
NHP Florida Management Company
NHP Maintenance Services Company
NHP-HDV Ten, Inc.
NHP-HDV Fourteen, Inc.
NHP-HDV Sixteen, Inc.
NHP-HDV 20, Inc.
NHP-HS Two, Inc.

S-28
<PAGE> 29

Broadstreet Management, Inc.
Rescorp Realty, Inc.
Preferred Home Health, Inc.
Security Management, Inc.
Insignia Residential Group of Alabama, Inc.
Insignia Residential Group of California, Inc.
Insignia Residential Group of Texas, Inc.
DBL Properties Corporation
Colony of Springdale Properties, Inc.
SF General, Inc.
CPF XIV/St. Charleston, Inc.
CPF XIV/Torrey Pines, Inc.
CPF XIV/Sun River, Inc.
CPF XIV/Lakeside Place, Inc.
ConCap CCP/IV Stratford Place Properties, Inc.
ConCap CCP/IV River's Edge Properties, Inc.
ConCap Equities, Inc.
ConCap Holdings, Inc.
PRA, Inc.
National Property Investors, Inc.

By: /s/ PETER K. KOMPANIEZ
------------------------------
Peter K. Kompaniez
President

S-29
<PAGE> 30

Address Where Notices are to be Sent:

To Guarantor: 2000 South Colorado Boulevard
Tower 2, Suite 2-1000
Denver, Colorado 80222

To Administrative Agent: BANK OF AMERICA, N.A.
CA9-706-06-02
555 South Flower Street, 6th Floor
Los Angeles, California 90071
Attention: Manager - Unit #1313

To Lenders: Per the Credit Agreement

S-30

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 333-61409) and Registration Statement (Form S-4 No. 333-60355) of AIMCO
Properties, L.P. and in the related Prospectuses of our report dated January 20,
2000, with respect to the consolidated financial statements and schedule of
AIMCO Properties, L.P. included in this Annual Report (Form 10-K) for the year
ended December 31, 1999.

/s/ ERNST & YOUNG LLP

Denver, Colorado
March 29, 2000

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 186,199
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,508,535
<DEPRECIATION> 415,992
<TOTAL-ASSETS> 5,684,251
<CURRENT-LIABILITIES> 0
<BONDS> 2,584,289
149,500
707,745
<COMMON> 0
<OTHER-SE> 1,802,144
<TOTAL-LIABILITY-AND-EQUITY> 5,684,251
<SALES> 574,760
<TOTAL-REVENUES> 636,943
<CGS> 386,008
<TOTAL-COSTS> 403,884
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139,124
<INCOME-PRETAX> 80,690
<INCOME-TAX> 0
<INCOME-CONTINUING> 80,690
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 80,690
<EPS-BASIC> .40
<EPS-DILUTED> .40

</TABLE>

<PAGE> 1
EXHIBIT 99.1

Agreement Regarding Disclosure of Long-Term Debt Instruments

In reliance upon Item 601(b)(4)(111)(A), of Regulation S-K, AIMCO
Properties, L.P., a Delaware limited partnership (the "Partnership") has not
filed as an exhibit to its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, any instrument with respect to long-term debt not being
registered where the total amount of securities authorized thereunder does not
exceed 10 percent of the total assets of the Partnership and its subsidiaries on
a consolidated basis. Pursuant to Item 601(b)(4)(111)(A), of Regulation S-K, the
Partnership hereby agrees to furnish a copy of any such agreements to the
Securities Exchange Commission upon request.

AIMCO PROPERTIES, L.P.

By: AIMCO-GP, Inc.
its General Partner

By: /s/ PETER KOMPANIEZ
----------------------------
Peter Kompaniez
President