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                                                                 Exhibit 10.11.2

                                       AMENDMENT NO. 2 TO
                                   REVOLVING CREDIT AGREEMENT


         THIS AMENDMENT NO. 2 dated as of August 15, 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, as amended by
Amendment No. 1 to the Revolving Credit Agreement dated as of July 1, 1996 (as
amended, 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. Deletion of Section 5.10. Section 5.10 of the Credit Agreement is
hereby deleted in its entirety and replaced with the words "INTENTIONALLY
OMITTED."

         1.2 Addition of Section 6.4.11. A new Section 6.4.11 is added to the
Credit Agreement to read in its entirety as follows:

             6.4.11. CONSTRUCTION IN PROCESS. The value of all construction in 
             process of the Borrower as of the end of any Fiscal Quarter, 
             calculated at the lower of cost or fair market value (in each case
             determined in accordance with GAAP) shall not exceed 20% of Gross
             Asset Value for such Fiscal Quarter.

         1.3 Amendment to Section 6.2.3. Section 6.2.3 of the Credit Agreement
is hereby amended and restated to read in its entirety as follows:

             6.2.3.  Existing apartment projects or land upon which the Borrower
             plans to develop apartment projects;

         1.4 Amendment to Section 6.10. Section 6.10 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

             6.10. No Borrower Party shall engage in any material acquisition,
             merger, formation, investment in any partnership/joint 
             venture/Subsidiary, asset purchases, or transfer of assets without
             the prior written approval of
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                  the Majority Lenders. For purposes of this Section 6.10,
                  material is defined as any transaction in which the obligation
                  of a Borrower Party equals or exceeds Five Million Dollars
                  ($5,000,000) or any transaction which is not incidental to the
                  ownership, construction and operation of apartment communities
                  of the Borrower. Notwithstanding the foregoing, (i) Borrower
                  may purchase Real Property without consent of the Majority
                  Lenders; and (ii) the Guarantor may reincorporate in any State
                  of the United States, by merger with and into a wholly owned
                  subsidiary formed solely for the purpose of reincorporation
                  which, prior to such merger, conducts no business and has no
                  assets or liabilities; provided, however, that in connection
                  with any such reincorporation, the Guarantor or its successor
                  shall deliver or cause to be delivered to the Lender Parties
                  such documents and instruments as the Co-Agents may reasonably
                  request in form and substance acceptable to the Co-Agents in
                  their reasonable judgment, including without limitation a
                  reaffirmation or re-execution of the Guaranty, certified
                  copies of all organizational documents, agreements and plans
                  of merger, and certificates issued by Governmental
                  Authorities, evidence that the partnership agreement of the
                  Borrower does not require consent to such transaction or that
                  such consent has been obtained, evidence that the partnership
                  of the Borrower remains in full force and effect
                  notwithstanding such merger, and legal opinions regarding the
                  authorization, execution and delivery of any new Guaranty and
                  the continued enforceability of the Loan Documents.

                                   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.



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         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 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/ Richard E. Moran Jr.
                                               ---------------------------------
                                            Name: Richard E. Moran Jr.
                                                 -------------------------------
                                            Title: Executive Vice President and
                                                   Chief Financial Officer
                                                  ------------------------------


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


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



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


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                                   BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                   ASSOCIATION


                                   By:  /s/ Elena B. Bennett
                                      ------------------------------------------
                                   Name:  Elena B. Bennett
                                        ----------------------------------------
                                   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/ Elena B. Bennett
                                      ------------------------------------------
                                   Name:  Elena B. Bennett
                                        ----------------------------------------
                                   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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