Exhibit 4.3



 





EXHIBIT 4.3




					
	NUMBER
	 	 	 	SHARES
	
 
	 	 	 	
 
	   P
	 	ASSOCIATED ESTATES REALTY CORPORATION	 	 
	
 
	 	 	 	
 







	 	 	 
	INCORPORATED UNDER THE LAWS

OF THE STATE OF OHIO
	 	THIS CERTIFICATE IS TRANSFERABLE IN

CLEVELAND, OH
	 
	 	 	             CUSIP 045604 50 1
	 
	THIS CERTIFIES THAT

	 	
SEE REVERSE FOR

CERTAIN DEFINITIONS
	IS THE OWNER OF	 	 








	 	 	 	FULLY PAID AND NONASSESSABLE 8.70% CLASS B SERIES II
CUMULATIVE
 REDEEMABLE
PREFERRED SHARES, WITHOUT PAR VALUE OF



Associated Estates Realty Corporation transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject to all the
provisions of the Articles of Incorporation and amendments thereto as filed in
the office of the Secretary of State of Ohio, to which the holder by acceptance
hereof, assents. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.



     In Witness Whereof, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers.



	 	 	 
	/s/
Martin A. Fishman

        SECRETARY

	 	/s/ Jeffrey I. Friedman

        PRESIDENT







COUNTERSIGNED AND REGISTERED:

               NATIONAL CITY BANK

                    (Cleveland, Ohio)

By                                         Transfer Agent and Registrar



                                                                Authorized Signature



 









 





Associated Estates Realty Corporation



     The Preferred Shares represented by this certificate are subject to
restrictions on transfer for the purpose of the Corporation’s maintenance
status as a Real Estate Investment Trust under the Internal Revenue Code of
1986, as amended. Subject to certain provisions of the Corporation’s Second
Amended and Restated Articles of Incorporation, as amended, no Person may
Beneficially Own or Constructively Own shares of any series of any class of
preferred shares in excess of 9.8% of the outstanding preferred shares of such
series. Any Person who attempts to Beneficially Own or Constructively Own
shares of any series of any class of preferred shares in excess of the above
limitations must immediately notify the Corporation. All capitalized terms in
this legend have the meanings defined in the Corporation’s Second Amended and
Restated Articles of Incorporation, as amended, a copy of which, including the
restrictions on transfer, will be sent without charge to each shareholder who
so requests. If the restrictions on transfer are violated, certain of the
Preferred Shares represented hereby may be subject to repurchase by the
Corporation on the terms and conditions set forth in the Corporation’s Second
Amended and Restated Articles of Incorporation, as amended.



     The following abbreviations when used in the instructions on the face of
this certificate shall be construed as though they were written out in full
according to the applicable laws or regulations:






	 	 	 	 	 	 	 
	TEN COM-
	 	as tenants in common
	 	UNIF GIFT MIN ACT
	 	                     Custodian                     
	TEN ENT-
	 	as tenants by the entireties
	 	 	 	    (Cust)       
                    (Minor)
	JT TEN-
	 	as joint tenant with right	 	 	 	 
	

	 	of survivorship and not as
	 	 	 	under Uniform Gifts to Minors
	

	 	tenants in common
	 	 	 	Act                                         
	

	 	 	 	 	 	(State)                                







Additional abbreviations may also be used though not in the above list.

ASSIGNMENT


     For value received,                                                          hereby sell(s), assign(s), and transfer(s) unto



	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

	













(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,  OF ASSIGNEE)

















Preferred Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint






Attorney to transfer the said
shares on the books of the within named Corporation with full power of substitution in the premises.









	 	 	 	 	 
	Dated:                                                 
	 	
	 	 
	

	 	 
	 	

	

	 	 	 	NOTICE: The Signature to the assignment must correspond with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatever.