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                                                                EXHIBIT 10.15

                 CONFIDENTIALITY AGREEMENT AND GENERAL RELEASE

        This CONFIDENTIALITY AGREEMENT AND GENERAL RELEASE (hereafter
"Agreement") is made and entered into this 1st day of November, 1996, by and
between Irvine Apartment Communities ("Company") and Richard E. Moran, Jr.
(MORAN).

        WHEREAS, MORAN was employed by the Company from December 8, 1993 to
December 1, 1996; and

        WHEREAS, MORAN's active services for the Company will terminate on
December 1, 1996; and

        WHEREAS, MORAN and the Company desire to resolve any and all claims
arising out of or related to MORAN's employment relationship with the Company,
or its termination;
         
        NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Agreement, it is agreed as follows:

        1.      (a) The Company will provide MORAN with twelve monthly payments
of $22,500 commencing December, 1996 for consulting services provided to the
Company in accordance with the following terms and conditions:

                    (i)   MORAN will provide consulting services as requested in
        a professional and timely manner for a maximum of ten hours per month.
        Such services will be similar in kind to the expertise MORAN provided to
        the Company during the period of his employment. 

                    (ii)  In exchange for MORAN's continued adherence to the
        commitments in subparagraph 1(a)(i) and paragraph 2, Company agrees to
        pay MORAN the following amounts during the consulting period:

                          (1) $22,500 per month retainer, payable on or about
                the first day of the month.

                          (2) Company will reimburse reasonable expenses
                incurred by MORAN (telephone, travel, etc.) which are
                necessarily incurred and approved in advance in the performance
                of services requested by Company under this agreement.

                     (iii) Should MORAN breach his obligations in subparagraph
        1(a)(i) and/or paragraph 2, payments under subparagraph 1(a)(ii) shall
        stop in addition to any other legal or equitable remedies the Company
        may pursue.

                (b) Stock dividend equivalent payments for dividends paid the
third quarter of 1996 will be provided to MORAN in 1996 totaling approximately
$38,000.

                (c) MORAN may exercise his vested stock options consistent with
the terms of his stock option award Agreements.
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Confidentiality Agreement and General Release                           Page 2
Richard E. Moran, Jr.


                (d) MORAN's restricted stock awards shall vest and be paid
consistent with the terms of his restricted stock award Agreements.

                (e) MORAN's group insurance coverage pursuant to the terms of
the Company's group insurance plans will be continued at the Company's expense
through December 31, 1996 at which time MORAN may continue such insurance if he
desires in accordance with the provisions of such plans. The Company will
provide MORAN with twelve monthly payments of $2,500 commencing January, 1997 in
order to assist MORAN with purchasing his own benefits.

                (f) All earned and unused vacation and personal holiday as of
December 1, 1996 will be paid out with MORAN's final payroll check.

                (g) The Company will provide Moran with executive-level
professional outplacement services at a cost not to exceed $15,000.

        2.  MORAN promises not to disparage the Company or its related entities
and not to use or disclose any confidential information or trade secrets which
he learned while employed by the Company, and further promises not to disclose
to anyone (other than his spouse and tax/legal advisor) the terms of this
Agreement or the fact or amount of any payment made by the Company in
settlement of MORAN's claims.

        3.  In exchange for the payments and benefits provided in Paragraph 1,
MORAN hereby unconditionally releases and forever discharges the Company and
its related or successor companies, its owners, directors, officers, employees,
representatives and agents, from any and all claims, (including, but not
limited to, any claims under any state or federal statutes), liabilities,
demands, losses and expenses (including attorneys' fees) of any nature
whatsoever, known or unknown, including, but not limited to, employment
relationship or termination, which he now has or may have in the future based
on any act or omission which occurred prior to the effective date of this
agreement. MORAN expressly waives and relinquishes all rights and benefits
afforded by Section 1542 of the California Civil Code, and does so
understanding and acknowledging the significance of such specific waiver of
section 1542. Section 1542 states as follows:
        
        "A general release does not extend to claims which the creditor does not
        know or suspect to exist in his favor at the time of executing the
        release, which if known by his must have materially affected his
        settlement with the debtor."

        4.  This Agreement shall not in any way be construed as an admission by
the Company of any liability or wrongdoing on the part of the Company, or that
MORAN has any valid claims or rights whatsoever against the Company.

        5.  This agreement contains all of the terms, promises,
representations, and understandings made between the parties. MORAN agrees that
no promises, representations, or inducements have been made to him other than
those which are expressly set forth herein. MORAN acknowledges and agrees that
he has had sufficient opportunity to fully and privately review this document
prior to its execution, and has had ample opportunity to consult an attorney in
connection therewith, if he so desired.
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Confidentiality Agreement and General Release                           Page 3
Richard E. Moran, Jr.


        6.  This Agreement will be interpreted in accordance with the laws of
the State of California. Any dispute arising hereafter between the parties
regarding this Agreement or MORAN's employment or otherwise shall be resolved by
an experienced employment law arbitrator selected in accordance with the
procedures of the Judicial Arbitration and Mediation Services/Endispute. Should
MORAN pursue any other legal or administrative action, the Company shall be
entitled to recover all costs, expenses, and attorney's fees it incurs as a
result of such action.

        7.  In exchange for material portions of the additional pay and
benefits provided in paragraph 1 and in accordance with the Older Workers
Benefit Protection Act, MORAN hereby knowingly and voluntarily waives and
releases all rights and claims, known and unknown, arising under the Age
Discrimination In Employment Act of 1967, as amended, which he might otherwise
have had against the Company or their related entities, officers, directors,
managers or employees regarding any aspect of his employment or any other act or
omission up to and including the effective date of this agreement.

MORAN is hereby advised (a) to consult with an attorney prior to signing this
Agreement and (b) that he has 21 days in which to consider and accept this
Agreement by signing and returning this Agreement to the Vice President of
Human Resources of The Irvine Company. In addition, MORAN has a period of 7
days following his signing of this Agreement in which he may revoke the
Agreement. If MORAN does not advise the Company (by writing received by the
Vice President of Human Resources of The Irvine Company within such 7 day
period) of his intent to revoke the Agreement, the Agreement will become
effective and enforceable upon the expiration of the 7 days.


DATED:  November 1, 1996                By:  /s/ RICHARD E. MORAN, JR.
                                             ------------------------------
                                                 Richard E. Moran, Jr.

                                             Witness of Voluntary Signature


DATED:  November 1, 1996                By:  /s/ ANN R. NORMAN
                                             ------------------------------
                                                 Ann R. Norman
                                             Witness's Signature



                                        IRVINE APARTMENT COMMUNITIES


DATED:  November 1, 1996                By:  /s/ DONALD L. BREN
                                             ------------------------------
                                                 Donald L. Bren


DATED:  November 1, 1996                By:  /s/ MICHAEL D. MCKEE
                                             ------------------------------
                                                 Michael D. Mckee
                                                 Director