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                                                                 Exhibit 10.11.1

                               AMENDMENT NO. 1 TO
                           REVOLVING CREDIT AGREEMENT


         THIS AMENDMENT NO. 1 dated as of July 1, 1996 (this "Amendment")
between Irvine Apartment Communities, L.P., a Delaware limited partnership (the
"Borrower"), the Lenders signatory hereto, Wells Fargo Bank. N.A. (the "Managing
Agent") and Bank of America National Trust and Savings Association (the
"Administrative Agent"), as agents and representatives for the Lenders, to the
Revolving Credit Agreement dated as of November 30, 1995 between the Borrower,
the Lenders, the Managing Agent and the Administrative Agent (the "Credit
Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.

         WHEREAS, the Borrower, the Lenders, the Managing Agent and the
Administrative Agent have agreed to amend the Credit Agreement as set forth
herein.

         NOW, THEREFORE, the parties hereto agree:

                                    ARTICLE I
                       AMENDMENTS TO THE CREDIT AGREEMENT

         1.1. Amendment to Definition of "Applicable Margin." The definition of
"Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:

                  "APPLICABLE MARGIN" means 1.50% per annum in respect of
                  Euro-Dollar Rate Loans.

         1.2 Amendment to Section 2.3.1.1. Section 2.3.1.1 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  2.3.1.1. Each Loan shall bear interest on the unpaid principal
                  amount thereof, from and including the date of the making of
                  such Loan to the date of any repayment thereof, at the
                  following rates per annum: (a) for so long as and to the
                  extent that such Loan is a Base Rate Loan (including a Swing
                  Line Loan), at the Base Rate (as in effect from time to time)
                  (b) for so long as and to the extent that such Loan is a
                  Euro-Dollar Rate Loan, at the Euro-Dollar Rate for each
                  Borrowing Period applicable thereto plus the Applicable
                  Margin.

         1.3 Amendment to Section 2.3.1.4. Section 2.3.1.4 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  2.3.1.4. Interest accrued through the last day of each month
                  shall be payable in arrears (a) in the case of any Type of
                  Loan, on each Periodic Payment Date; and (b) in the case of
                  any Loan, when the Loan shall
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                  become due (whether at maturity , by reason of prepayment,
                  acceleration or otherwise).

         1.4. Amendment to Section 2.5.1. Section 2.5.1 of the Credit Agreement
is hereby amended and restated to read in its entirety as follows:

                  2.5.1. UNUSED FEE. On each of January 10, April 10, July 10
                  and October 10 of each year, the Borrower shall pay in arrears
                  to the Administrative Agent for the pro rata benefit of the
                  Lenders, an unused fee for the most recently concluded Fiscal
                  Quarter computed on the basis of a 360 day year and the actual
                  number of days elapsed in such Fiscal Quarter, at a rate of
                  0.15% per annum times the average daily difference between (x)
                  the aggregate amount of the Revolving Commitments (as same may
                  be reduced or terminated from time to time) and (y) the
                  average Revolving Commitment Usage during such Fiscal Quarter.
                  For any period greater than or less than three months, such
                  payments shall be prorated appropriately. In the event of any
                  involuntary cancellation or termination of the Revolving
                  Commitments, the Borrower shall thereupon pay all accrued fees
                  payable hereunder.



                                   ARTICLE II
                               GENERAL PROVISIONS

         2.1. Integration: Entire Agreement. The Amendment is an amendment of
the Credit Agreement pursuant to Section 9.3.1. of the Credit Agreement. Upon
execution and delivery of this Amendment by all parties hereto, the Credit
Agreement shall be modified and amended in accordance with this Amendment, and
all the terms and conditions of both shall be read together as though they
constitute one instrument, except that, in the case of conflict, the provisions
of this Amendment will prevail. The Credit Agreement, as amended by this
Amendment, together with the other Loan Documents, is intended by the parties as
the final expression their agreement regarding the subject matter hereof and as
a complete and exclusive statement of the terms and conditions of such
agreement. The Credit Agreement, as amended hereby, and each of the Loan
Documents, remain in full force and effect and all amounts payable by Borrower
thereunder are payable without defense, offset or counterclaim of any kind
whatsoever.

         2.2. Benefits of Amendment. The terms and provisions of this Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respect successors and assigns to the extent contemplated by the Credit
Agreement.

         2.3. Interpretation. The headings used in this Amendment are for
convenience of reference only and shall not affect the construction hereof.

         2.4. Execution in Counterparts. This Amendment may be executed in any
number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be


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an original and all of which counterparts, taken together, shall constitute but
one and the same Amendment. This Amendment shall become effective as of the date
set forth above upon the execution of a counterpart hereof by each of the
parties hereto. Faxed signatures of this Amendment shall be binding for all
purposes.

         2.5. Severability. If any provision of this Amendment shall be held to
be invalid, illegal or unenforceable under Applicable Law in any jurisdiction,
such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability, which shall not affect any other provisions
hereof or the validity, legality and enforceability of such provision in any
other jurisdiction.

         2.6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA (OTHER THAN CHOICE OF
LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION).

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.

                              BORROWER:
                              IRVINE APARTMENT COMMUNITIES, L.P.
                              A DELAWARE LIMITED PARTNERSHIP
                                     BY:    IRVINE APARTMENT COMMUNITIES, INC.,
                                            A MARYLAND CORPORATION,
                                            GENERAL PARTNER


                                            By: /s/ Tyler H. Rose
                                               ---------------------------------
                                            Name:  Tyler H. Rose
                                                 -------------------------------
                                            Title: Senior Vice President
                                                  ------------------------------

                                            By:  /s/  James E. Mead
                                               ---------------------------------
                                            Name: James E. Mead
                                                 -------------------------------
                                            Title: Senior Vice President
                                                   and Treasurer
                                                  ------------------------------

                              CO-AGENTS:
                              WELLS FARGO BANK, N.A.


                              By:  /s/ Debra Autry
                                 -----------------------------------------------
                              Name:  Debra Autry
                                   ---------------------------------------------
                              Title: Vice President
                                   ---------------------------------------------


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                                   BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                   ASSOCIATION


                                   By: /s/ Gregory R. Andrews
                                      ------------------------------------------
                                   Name:  Gregory R. Andrews
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------


                                   LENDERS:
                                   WELLS FARGO BANK, N.A., A NATIONAL BANKING 
                                   ASSOCIATION


                                   By:  /s/ Kristin Miller
                                      ------------------------------------------
                                   Name:  Kristin Miller
                                        ----------------------------------------
                                   Title: Asst. Vice President
                                         ---------------------------------------



                                   BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                   ASSOCIATION, A NATIONAL BANKING ASSOCIATION


                                   By:  /s/ Gregory R. Andrews
                                      ------------------------------------------
                                   Name:  Gregory R. Andrews
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------



                                   FIRST NATIONAL BANK OF BOSTON, A NATIONAL 
                                   BANKING ASSOCIATION


                                   By: /s/ William F. Hipp
                                      ------------------------------------------
                                   Name:  William F. Hipp
                                        ----------------------------------------
                                   Title: Division Executive
                                         ---------------------------------------


                                   FIRST BANK NATIONAL ASSOCIATION, A NATIONAL 
                                   BANKING ASSOCIATION


                                   By: /s/ Stephen P. Bailey
                                      ------------------------------------------
                                   Name:  Stephen P. Bailey
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------




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                                MORGAN GUARANTY TRUST COMPANY OF NEW YORK, A NEW
                                YORK CORPORATION


                                   By: /s/ Timothy V. O'Donovan
                                      ------------------------------------------
                                   Name:  Timothy V. O'Donovan
                                        ----------------------------------------
                                   Title:  Vice President
                                         ---------------------------------------




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