<PAGE> 1
                                       


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      Form 10-Q

           [ x ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended March 31, 1998

                                          OR

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

               For the transition period from __________ to __________

                            Commission File Number 1-12486

                        Associated Estates Realty Corporation
                (Exact name of registrant as specified in its charter)



                                Ohio                      34-1747603  
                   (State or other jurisdiction of          (I.R.S.
                   incorporation or organization)          Employer
                                                        Identification
                                                            Number)

              5025 Swetland Court, Richmond Hts., Ohio    44143-1467  
              (Address of principal executive offices)    (Zip Code)


          Registrant's telephone number, including area code (216) 261-5000


             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 [  ]


                  Number of shares outstanding as of May 12, 1998: 
                                  17,074,257 shares
                                                                          

                        ASSOCIATED ESTATES REALTY CORPORATION

<PAGE> 2

                                        INDEX



<TABLE>
<CAPTION>

   PART I  -  FINANCIAL INFORMATION                             Page

           Condensed Financial Statements

   <S>     <C>                                                  <C>
   ITEM 1


           Consolidated Balance Sheets as of March 31, 1998
              and December 31, 1997                               3



           Consolidated Statements of Income for the three
              month periods ended March 31, 1998 and 1997         4


           Consolidated Statements of Cash Flows for the three
              month periods ended March 31, 1998 and 1997         5



           Notes to Financial Statements                          6


           Management's Discussion and Analysis of Financial 
   ITEM 2     Condition and Results of Operations                15



   PART II  -  OTHER INFORMATION


   ITEM 4  Submission of Matters to a Vote of Security-Holders   27



   ITEM 6  Exhibits and Reports on Form 8-K                      27


   SIGNATURES                                                    31

</TABLE>

<PAGE> 3

                        ASSOCIATED ESTATES REALTY CORPORATION
                             CONSOLIDATED BALANCE SHEETS<PAGE>

<TABLE>
<CAPTION>

                                                March 31,     December 31,
                                                   1998           1997     
                                               (Unaudited)
                    ASSETS

   <S>                                       <C>            <C>
   Real estate assets:
     Land                                     $ 69,442,077   $ 54,906,050 
     Buildings and improvements                614,638,786    550,156,521 
     Furniture and fixtures                     26,262,983     24,997,001 
                                               710,343,846    630,059,572 
       Less:  accumulated depreciation        (135,747,454)  (130,668,538)
                                               574,596,392    499,391,034 
       Construction in progress                 19,575,374     16,439,393 
          Real estate, net                     594,171,766    515,830,427 
   Cash and cash equivalents                     1,640,205      2,251,819 
   Restricted cash                               4,803,887     10,125,513 
   Accounts and notes receivable:
     Rents                                       2,205,151      2,256,158 
     Affiliates and joint ventures              13,975,351     14,439,155 
     Other                                       1,571,393      2,385,829 
   Deferred charges and prepaid expenses         9,219,267      6,621,404 
                                              $627,587,020   $553,910,305 

     LIABILITIES AND SHAREHOLDERS' EQUITY
   Secured debt                              $  72,514,448   $ 57,817,981 
   Unsecured debt                              322,368,206    260,352,307 
       Total indebtedness                      394,882,654    318,170,288 
   Accounts payable and accrued expenses        16,807,608     16,197,356 
   Dividends payable                             7,939,916      7,938,692 
   Resident security deposits                    5,245,570      4,867,011 
   Funds held on behalf of managed                                        
   properties
     Affiliates and joint ventures               7,278,194      7,124,217 
     Other                                       2,466,412      2,340,115 
   Accrued interest                              4,271,145      3,776,884 
   Accumulated losses and distributions of
     joint ventures in excess of investment
     and advances                               12,487,569     12,337,664 
       Total liabilities                       451,379,068    372,752,227 
   Commitments and contingencies                         -              - 
   Shareholders' equity:


     Preferred shares, Class A cumulative,
      without par value; 3,000,000
      authorized; 225,000 issued and
      outstanding                               56,250,000     56,250,000 
     Common shares, without par value, $.10
      stated value; 50,000,000 authorized;
      17,074,257 and 17,073,773 issued and
      outstanding at March 31, 1998
      and December 31, 1997, respectively        1,707,425      1,707,377 
     Paid-in capital                           171,588,908    171,752,807 
     Accumulated dividends in excess of net
      income                                   (53,338,381)   (48,552,106)
       Total shareholders' equity              176,207,952    181,158,078 
                                              $627,587,020   $553,910,305 
</TABLE>


                     The accompanying notes are an integral part
                            of these financial statements


<PAGE> 4


                        ASSOCIATED ESTATES REALTY CORPORATION
                          CONSOLIDATED STATEMENTS OF INCOME
                                     (UNAUDITED)<PAGE>
<TABLE>
<CAPTION>



                                        For the three months ended March 31,
                                            1998                    1997    
   <S>                                 <C>                     <C>
   Revenues
     Rental                             $ 29,104,614            $ 23,159,943 
     Property management fees                948,838                 980,805 
     Painting services                       348,555                 508,444 
     Other                                   306,798                 229,208 
                                          30,708,805              24,878,400 
   Expenses
     Property operating and maintenance   12,302,462               9,225,320 
     Depreciation and amortization         5,314,595               4,328,837 
     Painting services                       337,939                 438,721 
     General and administrative            1,833,612               1,511,547 
     Interest expense                      6,431,667               4,106,609 
      Total expenses                      26,220,275              19,611,034 
   Income before equity in net income
   (loss) of joint ventures                4,488,530               5,267,366 
     Equity in net income (loss) of
      joint ventures                          36,216                 (41,839)
   Net income                           $  4,524,746            $  5,225,527 

   Net income applicable to common
    shares                              $  3,153,641            $  3,854,421 

   Earnings Per Common Share - Basic:
     Net income                         $        .18            $        .25 

   Earnings Per Common Share - Diluted:
     Net Income                         $        .18            $        .25 

   Dividends paid per common share      $       .465            $       .465 

   Weighted average number of common
     shares outstanding - Basic           17,071,950              15,320,718 
                        - Diluted         17,075,383              15,350,538 
</TABLE>




                     The accompanying notes are an integral part
                            of these financial statements


<PAGE> 5


                        ASSOCIATED ESTATES REALTY CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                                     (UNAUDITED)
<TABLE>
<CAPTION>



                                                               1998           1997    

   <S>                                                    <C>            <C>
   Cash flow from operating activities:                                                
    Net income                                             $  4,524,746   $  5,225,527 
    Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation and amortization                           5,314,595      4,328,837 
      Equity in net (income) loss of joint ventures             (36,216)        41,839 
      Earnings distributed from joint ventures                  104,982         67,190 
      Net change in    - Accounts and notes                     865,443       (576,732)
                          receivable
                       - Accounts and notes receivable-
                          affiliates and joint ventures         463,804     (2,344,737)
                       - Accounts payable and accrued
                          expenses                           (1,283,100)    (3,725,979)
                       - Other operating assets and
                          liabilities                        (2,096,408)       709,118 
                       - Restricted cash                      5,321,626        110,070 
                       - Funds held for non-owned
                          managed properties                    153,977       (173,897)
                       - Funds held for non-owned
                          managed properties affiliates
                          and joint ventures                    126,297       (360,339)
         Total adjustments                                    8,935,000     (1,924,630)
      Net cash flow provided by operations                   13,459,746      3,300,897 

   Cash flow from investing activities:
    Real estate acquired or developed (net of liabilities
      assumed)                                              (66,095,671)   (31,560,293)
    Fixed asset additions                                      (359,946)      (406,865)
    Distributions from joint ventures                            81,139        123,930 
      Net cash flow used for investing activities           (66,374,478)   (31,843,228)

   Cash flow from financing activities:
    Principal payments on mortgage notes                       (317,304)      (334,801)
    Proceeds from senior and medium-term notes                        -     15,000,000 
    Term loan borrowings                                     45,000,000              - 
    Line of credit borrowings                               107,500,000     64,900,000 
    Line of credit repayments                               (90,500,000)   (43,300,000)
    Deferred financing and offering costs                       (68,557)      (179,212)
    Common share dividends paid                              (7,939,916)    (6,895,071)
    Preferred share dividends paid                           (1,371,105)    (1,371,106)
    Stock options exercised                                           -            238 
      Net cash flow provided by financing activities         52,303,118     27,820,048 
      Decrease in cash and cash equivalents                    (611,614)      (722,283)
   Cash and cash equivalents, beginning of period             2,251,819      1,286,959 
   Cash and cash equivalents, end of period                $  1,640,205   $    564,676 

</TABLE>

                     The accompanying notes are an integral part
                            of these financial statements

<PAGE> 6

                        ASSOCIATED ESTATES REALTY CORPORATION
                            NOTES TO FINANCIAL STATEMENTS
                                      UNAUDITED


          1.   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

          Business

               Associated Estates Realty Corporation (the "Company") is a
          self-administered and self-managed real estate investment trust
          ("REIT") which specializes in the acquisition, development,
          ownership and management of multifamily properties.  At March 31,
          1998, the Company owned or was a joint venture partner in 90
          multifamily properties containing 18,920 suites.  Additionally,
          the Company managed 40 non-owned properties, 32 of which were
          multifamily properties consisting of 7,052 suites and eight of
          which were commercial properties containing an aggregate of
          approximately 825,000 square feet of gross leasable area. 
          Through special purpose entities, collectively referred to as the
          "Service Companies", the Company provides to both owned and non-
          owned properties, management, painting and computer services as
          well as mortgage origination and servicing.

          Principles of Consolidation

               The accompanying consolidated financial statements include
          the accounts of the Company, all  subsidiaries, and the Service
          Companies.  The Company holds a preferred share interest in the
          Service Companies which entitles it to receive 95% of the
          economic benefits from operations and which is convertible into a
          majority interest in the voting common shares.  The outstanding
          voting common shares of these Service Companies are held by an
          executive officer of the Company.  The Service Companies are
          consolidated because, from a financial reporting perspective, the
          Company is entitled to virtually all economic benefits and with
          related party relationships, is deemed to have operating control. 
          The preferred share interest is not an impermissible investment
          for purposes of the Company's REIT qualification test.

               Investments in joint ventures, which are 50% or less owned
          by the Company, are presented using the equity method of
          accounting.

               All significant intercompany balances and transactions have
          been eliminated in consolidation.

          Basis of Presentation

               The accompanying unaudited financial statements have been
          prepared by the Company's management in accordance with generally
          accepted accounting principles for interim financial information
          and applicable rules and regulations of the Securities and
          Exchange Commission.  Accordingly, they do not include all of the
          information and footnotes required by generally accepted
          accounting principles for complete financial statements.  In the
          opinion of management, all adjustments (consisting only of
          normally recurring adjustments) considered necessary for a fair
          presentation have been included.  The results of operations for
          the three month period ended March 31, 1998 are not necessarily
          indicative of the results that may be expected for the full year. 
          These financial statements should be read in conjunction with the
          Company's audited financial statements and notes thereto included
          in the Associated Estates Realty Corporation Annual Report on
          Form 10-K for the year ended December 31, 1997.

          Use of Estimates

               The preparation of financial statements in accordance with
          generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts
          of assets and liabilities, disclosure of contingent assets and
          liabilities at the date of the financial statements and reported
          amounts of revenues and expenses during the reporting periods. 
          Actual results could differ from these estimates.

<PAGE> 7
          Recent Accounting Pronouncements

               Effective December 31, 1997, the Company implemented
          Statement of Financial Accounting Standards ("SFAS") No.  128 -
          Earnings Per Share.  All periods have been presented on the same
          basis.  Effective March 31, 1998, the Company implemented SFAS
          No. 130 - Reporting Comprehensive Income.  At March 31, 1998, the
          Company had no items of other comprehensive income requiring
          additional disclosure.

               In June 1997, the FASB issued SFAS No. 131 - Disclosure
          about Segments of an Enterprise and Related Information.  SFAS
          No. 131 establishes standards for disclosure about operating
          segments in annual financial statements and selected information
          in interim financial reports.  It also establishes standards for
          related disclosures about products and services, geographic areas
          and major customers.  The statement supersedes SFAS No. 14 -
          Financial Reporting for Segments of a Business Enterprise.  The
          new standard becomes effective for the Company for the year
          ending December 31, 1998, and requires that comparative
          information from earlier years be restated to conform to the
          requirements of this standard.

          Reclassifications

               Certain reclassifications have been made to the 1997
          financial statements to conform to the 1998 presentation.

          2.   DEVELOPMENT AND ACQUISITION OF MULTIFAMILY PROPERTIES

          Development Activity

               Construction in progress, including the cost of land, for
          the development of multifamily properties was $19,575,374 and
          $16,439,393 at March 31, 1998 and December 31, 1997,
          respectively.  The Company capitalizes interest costs on funds
          used in construction, real estate taxes and insurance from the
          commencement of development activity through the time the
          property is available for leasing.  Interest, real estate taxes
          and insurance aggregating approximately $361,640 and $464,000
          were capitalized during the three month periods ended March 31,
          1998 and 1997, respectively.  For the three month period ended
          March 31, 1998, the construction and leasing of 44 suites at two
          properties were completed at a total cost of $3.5 million. The
          following schedule details construction in progress at March 31,
          1998:

<TABLE>
<CAPTION>
                                                                                
                                                            Placed in           
           (dollars in thousands)         Number   Costs     Service     March 31, 1998   Estimated
                                            of   Incurred    through     Land  Building   Scheduled
                  Property               Suites   to Date    3/31/98     Cost     Cost   Completion

   <S>                                   <C>    <C>       <C>         <C>      <C>        <C>
   AURORA, OHIO
     The Residence at Barrington-Phase I   168   $15,567   $ 13,300    $   196 $   2,071    1998
     The Residence at Barrington-Phase II  120     5,369          -        982     4,387    1998
                                           288    20,936     13,300      1,178     6,458
   ANN ARBOR, MICHIGAN
     Arbor Landings Apartments II          160*    1,974                   650     1,324    1998

   FENTON, MICHIGAN
     Georgetown Park Apartments III        120*    4,196          -        350     3,846    1998

   GRAND RAPIDS, MICHIGAN
     Aspen Lakes II                        118*      551          -        402       149    1998

   STREETSBORO, OHIO
     The Village of Western Reserve        108     6,804      4,392        302     2,110    1998

   WESTLAKE, OHIO
     Westlake                              300*      648          -        523       125    1999

   Other                                   349*    2,158          -        592     1,566   
                                         1,443   $37,267   $ 17,692(1)  $3,997 $  15,578

   * Estimated
   (1) Including land of $1,568.
</TABLE>

<PAGE> 8

          Acquisition Activity

               During the period January 1, 1998 through March 31, 1998,
          the Company acquired four multifamily properties containing 1,320
          suites for an aggregate purchase price of $74.4 million of which
          $17.0 million represents liabilities assumed including mortgage
          indebtedness of $15.0 million.  The balance of the purchase price
          was financed using borrowings under an unsecured 90 day term loan
          of $44.5 million and borrowings under the Company's Line of
          Credit of approximately $14.4 million.  The properties are
          located in Coconut Creek, Florida; Duluth, Georgia; Columbia,
          Maryland; and Toledo, Ohio. 

               Three of the four properties were acquired in anticipation
          of the proposed merger with MIGRA and the purchase of the MIG
          REIT properties (Note 11).  The three properties were owned, at
          least in part, by MIG Residential Trust.  The aggregate purchase
          price of these properties was $59.5 million of which
          approximately $16.3 million represented assumed liabilities.

          3.   SHAREHOLDERS' EQUITY

               The following table summarizes the changes in shareholders'
          equity since December 31, 1997:
<TABLE>
<CAPTION>

                                                  Common
                                    Class A       Shares                    Accumulated
                                  Cumulative     (at $.10                    Dividends
                                   Preferred      stated       Paid-In     In Excess Of
                                    Shares        value)       Capital      Net Income       Total

   <S>                            <C>          <C>          <C>          <C>             <C>
   Balance, Dec. 31, 1997         $ 56,250,000 $1,707,377   $171,752,807 $ (48,552,106)  $181,158,078 
      Net income                       -            -             -          4,524,746      4,524,746 
      Issuance of 484 restricted
        common shares                  -               48            (48)        -             -
      Additional costs relating
        to common stock offering       -            -           (163,851)        -           (163,851)
      Common share
        dividends declared             -            -             -         (7,939,916)    (7,939,916)
      Preferred share
        dividends declared             -            -             -         (1,371,105)    (1,371,105)
   Balance, March 31, 1998        $56,250,000  $1,707,425   $171,588,908  $(53,338,381)  $176,207,952
</TABLE>


          4.   SECURED DEBT

          Conventional Mortgage Debt

               Conventional mortgages payable include nonrecourse, fixed
          and variable rate, project specific loans to the Company which
          are collateralized by the associated real estate and resident
          leases.  Mortgages payable are generally due in monthly
          installments of principal and/or interest and mature at various
          dates through August 1, 2018.  The balance of the conventional
          mortgages was $44.2 million and $29.4 million at March 31, 1998
          and December 31, 1997, respectively.  Five of the six
          conventional mortgages have a fixed rate and the remaining
          mortgage ($8.1 million) has a variable rate.

          Federally Insured Mortgage Debt

               Federally insured mortgage debt is insured by HUD pursuant
          to one of the mortgage insurance programs administered under the
          National Housing Act of 1934 (one property is funded through
          Industrial Development Bonds).  These government-insured loans
          are nonrecourse to the Company.  Payments of principal, interest
          and HUD mortgage insurance premiums are made in equal monthly
          installments and mature at various dates through March 1, 2024. 
          The balance of the federally insured mortgages was $28.3 million
          and $28.4 million at March 31, 1998 and December 31, 1997,
          respectively.  Six of the seven federally insured mortgages have
          a fixed rate and the remaining mortgage ($1.9 million) has a
          variable rate.

<PAGE> 9

               Under certain of the mortgage agreements, the Company is
          required to make escrow deposits for taxes, insurance and
          replacement of project assets.  The variable rate mortgage is
          secured by a letter of credit which is renewed annually.

          5.   UNSECURED DEBT

          Senior Notes

               The Senior Notes with aggregate net proceeds of $83.6
          million after underwriting commissions, offering expenses and
          discount, were issued during 1995 in the principal amounts of $75
          million and $10 million and accrue interest at 8.38% and 7.10%,
          respectively, and mature in 2000 and 2002, respectively.  The
          balance of the $75 million Senior Note, net of unamortized
          discounts, was $74.9 million at March 31, 1998 and December 31,
          1997.

          Medium-Term Notes Program

               The Company issued ten Medium-Term Notes (the "MTN's")
          having an aggregate balance of $92.5 million at March 31, 1998
          and December 31, 1997.  The principal amounts of these MTN's
          range from $2.5 million to $20 million and bear interest from
          6.18% to 7.93% over terms ranging from two to 30 years, with a
          stated weighted average maturity of 10 years at March 31, 1998. 
          The holders of two MTN's with stated terms of 30 years each may
          request repayment five and seven years from the issue date of the
          respective MTN.  Should these holders request prepayment, the
          weighted average maturity would be 5.23 years.  The weighted
          average interest rate of the ten MTN's is 6.97%.  Six of the
          MTN's in the aggregate amount of $42.5 million were issued in
          1996, with the balance issued in 1997.

               The Company's current MTN Program provides for the issuance
          from time-to-time of up to $102.5 million of MTN's due nine
          months or more from the date of issue and may be subject to
          redemption at the option of the Company or repayment at the
          option of the holder prior to the stated maturity date.   These
          MTN's may bear interest at fixed rates or at floating rates and
          can be issued in minimum denominations of $1,000.  There are
          currently $62.5 million of additional MTN borrowings available
          under the current program.

               From time to time, the Company may enter into hedge agreements
          to minimize its exposure to interest rate risks.

          Line of Credit

               During September 1997, the Company reached an agreement with
          its agent bank to increase its $75 million unsecured credit
          facility (the "Line of Credit") to $100 million.  The Company
          also negotiated a competitive bid option which could further
          reduce interest cost on its Line of Credit.  The Line of Credit
          includes certain restrictive covenants which, among others,
          requires the Company to (i) maintain a minimum level of net
          worth, (ii) limit dividends to 90% of Distributable Cash Flow, as
          defined in the agreement, (iii) restrict the use of its
          borrowings, and (iv) maintain certain debt coverage ratios.  The
          Line of Credit provides for a scaled reduction in the LIBOR,
          prime rate and commitment fee margins based on the Company's
          credit ratings.  For the three months ended March 31, 1998, based
          on the Company's present credit ratings, the LIBOR margin was 125
          basis points, fixed in increments of 30, 60, 90, 120 or 180 days
          or, alternatively, borrowings are at prime rate.  An annual
          commitment fee of 15 to 20 basis points on the average daily
          unused amount of the facility is payable quarterly in arrears. 
          The Company also exercised its option to extend the line for one
          additional year through September 1998.  The weighted average
          interest rate on borrowings outstanding under the Line of Credit
          was 6.81% at March 31, 1998.  At March 31, 1998, $100 million was
          drawn on the Line of Credit.  At March 31, 1998, the Company was
          in  violation of certain financial ratio covenants under the Line
          of Credit.  The Company has received waivers of these violations
          through the next calculation date of June 30, 1998.  The Company
          is in the process of renegotiating and amending its credit
          facility to increase available borrowings from $100 to $250

<PAGE> 10
 
          million, reduce the interest rate and to relax certain of its
          covenants.  While the Company believes the new facility (which
          will fund repayment of borrowings under the existing facility)
          will be closed June 15, 1998, there can be no assurance that this
          will occur.

               The Company entered into a 90 day term loan on January 30,
          1998 for $45 million.  This term loan was used to acquire the
          four multifamily properties (Note 2).  The pricing relating to
          the 90 day term loan mirrors the Line of Credit.  The loan has
          been extended to June 30, 1998.

          6.   TRANSACTIONS WITH AFFILIATES AND JOINT VENTURES
           
               The Company provides management and other services to (and
          is reimbursed for certain expenses incurred on behalf of) certain
          non-owned properties in which the Company's Chief Executive
          Officer and/or other related parties have varying ownership
          interests.  The entities which own these properties, as well as
          other related parties, are referred to as "affiliates".  The
          Company also provides similar services to joint venture
          properties.

               Summarized affiliate and joint venture transaction activity
          follows:
<TABLE>
<CAPTION>
                                                      March 31,       
                                                  1998        1997   

   <S>                                        <C>         <C>
   Property management fee and other
    miscellaneous service revenues
                             - affiliates      $ 583,931   $ 626,231 
                             - joint ventures    226,945     211,815 
   Painting service revenues                                         
                             - affiliates         99,912     116,267 
                             - joint ventures     93,901      33,437 
   Expenses incurred on behalf                          
     of and reimbursed by(1) - affiliates      1,144,958   1,139,151 
                             - joint ventures    641,641     652,951 
   Interest income           - affiliates        167,984      61,765 
   Interest expense          - affiliates       (129,379)    (76,215)
                             - joint ventures    (11,810)     (5,783)

          (1)  Primarily payroll and employee benefits, reimbursed at cost.
</TABLE>
               Property management fees and other miscellaneous receivables
          due from affiliates and joint venture properties were $4,508,717
          and $4,542,798 in the aggregate at March 31, 1998 and December
          31, 1997, respectively.  Other miscellaneous payables due to
          affiliates and joint venture properties were $143,254  and
          $329,000 in the aggregate at March 31, 1998 and December 31,
          1997, respectively.

               In the normal course of business, the Company advances funds
          on behalf of, or holds funds for the benefit of affiliates and
          joint ventures.  Funds advanced to affiliates and joint ventures
          aggregated $8,626,159 and $840,475 at March 31, 1998,
          respectively, and $9,048,403 and $847,954 at December 31, 1997,
          respectively.  Except for insignificant amounts, advances to
          affiliates bear interest; the rate charged was 8.3% on a weighted
          average basis, during the periods ending March 31, 1998 and 1997. 
          The Company held funds for the benefit of affiliates and joint
          ventures in the aggregate amount of $5,561,077 and $1,573,863 at
          March 31, 1998, respectively, and $4,989,674 and $1,805,543 at
          December 31, 1997, respectively.  

               Subsequent to December 31, 1997, certain affiliated entities
          which owed the Company a substantial amount of the advances
          described above, made capital calls to their partners for the
          purpose of effecting repayment of such advances.  Thereafter,
          approximately $3.5 million of advances were repaid pursuant to
          such capital calls.  However, a corporation (the "Corporation")
          owned by a member of the Company's board of directors, and his
          siblings (including the wife of the Company's Chairman and Chief
          Executive Officer) which serves as general partner of certain
          affiliated entities, has informed the Company that the

<PAGE> 11
          Corporation has caused the commencement of a review of
          expenditures relating to approximately $2.9 million of capital
          calls from certain HUD subsidized  affiliated entities, to
          determine the appropriateness of such expenditures and whether
          certain of such expenditures are properly the responsibility of
          Associated Estates Realty Corporation.  Should this review result
          in any dispute with respect to the foregoing expenditures, such
          disagreement will be resolved through binding arbitration.  The
          Company believes that all expenditures were appropriate and,
          accordingly, does not believe that the ultimate outcome of any
          disagreement will have a material adverse effect on the Company's
          financial position, results of operations or cash flows.

               At March 31, 1998, two notes of equal amounts were
          receivable from the Company's Chief Executive Officer aggregating
          $3,342,000 (included in "Accounts and notes receivables-
          affiliates and joint ventures"). The notes were entered into on
          May 23, 1997 and bear interest, payable quarterly at the 30-day
          LIBOR plus the LIBOR margin on the Company's Line of Credit, with
          principal due May 1, 2002.  The 30-day LIBOR averaged 5.65% for
          the period ending March 31, 1998 while the LIBOR margin on the
          Company's Line of Credit ranged from 75 to 125 basis points.  One
          of the notes is collateralized by 150,000 of the Company's common
          shares; the other note is unsecured.  The Company recognized
          interest income of $56,229 for the period ending March 31, 1998
          relating to these notes.

          7.   PREFERRED AND COMMON SHARES

               On July 2, 1997, the Company completed an offering of
          1,750,000 common shares at $23.50 per share.  The net proceeds of
          approximately $38.8 million were applied to reduce debt.

          8.   EARNINGS PER SHARE
           
          Earnings Per Share

               Earnings per share ("EPS") has been computed pursuant to the
          provisions  of SFAS No. 128 which became effective after December
          15, 1997; all periods prior thereto have been restated to conform
          with the provisions of this Statement.

               The following table provides a reconciliation of both income
          before extraordinary items and the number of common shares used
          in the computations of basic EPS, which utilizes the weighted
          average number of common shares outstanding without regard to
          dilutive potential common shares, and diluted EPS, which includes
          all such shares.
<TABLE>
<CAPTION>

                                               For the three months
                                                  ended March 31,
                                                 1998         1997   

   <S>                                       <C>           <C>
   Income Before Extraordinary Items         $ 4,524,746   $ 5,225,527
     Less: Preferred stock dividends           1,371,105     1,371,106
     Applicable to common shares             $ 3,153,641   $ 3,854,421

   Number of Shares
     Basic-average shares outstanding         17,071,950    15,320,718
     Add: Dilutive effect of stock options         3,433        28,152
     Incremental shares of restricted stock            -         1,668
     Diluted shares                           17,075,383    15,350,538

   Per Share Amount-Income
     Before Extraordinary Item
       Basic                                 $        .18  $       .25
       Diluted                               $        .18  $       .25
</TABLE>

<PAGE> 12
               Options to purchase 1,070,274 shares of common stock were
          outstanding at March 31, 1998 and December 31, 1997, a portion of
          which has been reflected above using the treasury stock method.

          9.   PRO FORMA CONDENSED FINANCIAL INFORMATION (UNAUDITED)
               The following unaudited supplemental pro forma operating
          data for 1998 is presented to reflect, as of January 1, 1998, the
          effects of: (i) the four property acquisitions completed in 1998. 
          The following unaudited supplemental pro forma operating data for
          1997 is presented to reflect, as of January 1, 1997, the effects
          of: (i)  the eight property acquisitions completed in 1997, (ii)
          the four property acquisitions completed in 1998, and (iii)  the
          offering of 1,750,000 common shares.

<TABLE>
<CAPTION>
                                                      For the three months
                                                        ended March 31, 
   (In thousands, except per share amounts)              1998       1997   

   <S>                                                <C>        <C>
   Revenues                                           $   31,772 $   30,700
   *Net income                                             4,411      5,704
   *Net income applicable to common shares (Basic and      3,040      4,333
   Diluted)
   *Net income per common shares (Basic and Diluted)  $      .18 $      .25
     Weighted average common shares outstanding:
                             - Basic                      17,074     17,074
                             - Diluted                    17,075     17,075

   *Before extraordinary item
</TABLE>

               The 1997 pro forma financial information does not include
          the revenue and expenses for Oak Bend Apartments and Waterstone
          Apartments, properties that were acquired in 1997 for the period
          January 1, 1997 through the date the properties were acquired by
          the Company.  The revenue and expenses of Oak Bend Apartments and
          Waterstone Apartments were excluded from the pro forma financial
          information for such periods as the properties were under
          construction during substantially all of the periods prior to
          their acquisition.

               The unaudited pro forma condensed statement of operations is
          not necessarily indicative of what the actual results of
          operations of the Company would have been assuming the
          transactions had been completed as set forth, nor does it purport
          to represent the results of operations of future periods of the
          Company.

          10.  SUBSEQUENT EVENTS

               On April 9, 1998, the Company issued a $20 million, 10 year
          note under its Medium-Term Notes Program bearing interest at a
          face of 6.87%, and an all in rate of 7.17%.  The all in rate
          considers all anticipated issuance costs and the effects of a
          treasury rate lock which was settled upon pricing of the MTN. 
          The net proceeds to the Company of $19.9 million were applied to
          amounts outstanding under the Line of Credit.  The Company has
          $62.5 million of additional MTN borrowings available under the
          current program.

               The Company is exploring opportunities to dispose of a
          number of its multifamily properties; namely the joint venture
          properties as well as the government assisted and congregate care
          portfolio.

               On March 17, 1998, the Company declared a dividend of $.465
          per common share for the quarter ending March 31, 1998, which was
          paid on May 1, 1998 to shareholders of record on April 15, 1998.


<PAGE> 13

          11.  PROPOSED MERGER AND RELATED TRANSACTIONS

          Proposed Merger

               Subject to customary conditions to closing and the approval
          of the Company's shareholders, the Company has entered into a
          definitive merger agreement with MIG Realty Advisors, Inc.
          ("MIGRA").  Pursuant to the terms of the merger agreement with
          MIGRA, the Company will also acquire the property management
          business of several of MIGRA's affiliates and the right to
          receive certain asset management fees, including disposition fees
          that would have otherwise been received by MIGRA upon the sale of
          certain of the properties owned by institutions advised by MIGRA.

               In exchange for their interest in MIGRA and the affiliated
          property management businesses, the shareholders of MIGRA will
          receive approximately 408,318 of the Company's common shares at
          the closing of the merger.  Subject to the achievement of certain
          performance criteria, the shareholders of MIGRA have the
          opportunity to receive additional contingent consideration to be
          paid in the form of the Company's common shares.  Such contingent
          consideration may have a value of up to $3.1 million and $6.4
          million on the first and second anniversary of the merger,
          respectively.  However, the Company may reduce the purchase price
          for the MIGRA Operations to the extent that any of MIGRA's or a
          MIGRA affiliate's advisory clients have not consented to the
          assignment of or have terminated any advisory, asset, property
          management or mortgage servicing agreement to the Company. 
          Conversely, the purchase price may be increased to the extent
          that MIGRA enters into any new asset or property management or
          mortgage servicing agreement on or before the 90 days preceding
          the closing of the merger.  In no event, however, will the amount
          of any price increase exceed the amount of any price decrease.

          Acquisition Activity

               From January 1 through February 26, 1998, the Company
          acquired four multifamily properties containing 1,320 suites for
          an aggregate purchase price of $74.4 million of which $15.5
          million represents liabilities assumed including mortgage
          indebtedness of $15.0 million.  The balance of the purchase price
          was financed using borrowings under an unsecured 90 day term loan
          of $44.5 million and borrowings under the Company's Line of
          Credit of approximately $14.4 million.  The properties are
          located in Coconut Creek, Florida; Duluth, Georgia; Columbia,
          Maryland; and Toledo, Ohio.

          Proposed Acquisitions

               On January 28, 1998 (the "Contract Date"), the Company
          entered into a contract to acquire certain assets, consisting
          principally of the multifamily properties as further described
          below, from MIG Residential REIT, Inc.  The seller of the
          properties has agreed to exchange its assets for a combination of
          cash and an equity interest (the "Equity Consideration") in the
          Company totaling $108.5 million. The seller may elect to receive
          a portion of the total consideration in cash, up to a maximum of
          $11.1 million.  The Company intends to finance any cash portion
          of the purchase price with borrowings made available through the
          Company's proposed amended and restated Line of Credit.  The
          number of common shares issued will be determined based on the
          amount of Equity Consideration divided by the average closing
          price of the Company's common shares over the 20 day period
          preceding the purchase of the Proposed Acquisition Properties. 
          For purposes of determining the number of shares issued as Equity
          Consideration, however, the 20 day average price cannot exceed
          the average closing price of the Company's common shares over the
          20 day period preceding the Contract Date times 106%.
               
               The Company has also entered into separate contracts to
          purchase three parcels of undeveloped land containing an
          aggregate of 144 acres for an approximate purchase price of $9.8
          million.  One of the parcels is located in Avon, Ohio (a suburb
          of Cleveland), one of the parcels is located in Crestview Hills,
          Kentucky adjacent to a multifamily real estate property currently
          under contract and one of the parcels is located in Cranberry
          Township, Pennsylvania (a suburb of Pittsburgh).  Approximately
          838 multifamily apartments may be constructed on the undeveloped
          land:  312 in Avon, Ohio; 300 in Crestview Hills, Kentucky; and

<PAGE> 14
          226 in Cranberry Township, Pennsylvania. The Company expects to
          finance the undeveloped land acquisitions using borrowings under
          the Company's proposed amended and restated Line of Credit.

               There can be no assurances, however, that the Company will
          be successful in its attempts to acquire the Proposed Acquisition
          Properties and the three parcels of undeveloped land currently
          under contract.

<PAGE> 15

                        ASSOCIATED ESTATES REALTY CORPORATION
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS.

          Overview
               Associated Estates Realty Corporation (the "Company") is a
          Real Estate Investment Trust ("REIT") which, at March 31, 1998,
          owned or was a joint venture partner in 90 multifamily properties
          containing 18,920 suites located in Florida, Georgia, Ohio,
          Maryland, Michigan, Indiana and western Pennsylvania. 

               The following discussion should be read in conjunction with
          the financial statements and notes thereto appearing elsewhere in
          this report.  Historical results and percentage relationships set
          forth in the Consolidated Statements of Operations contained in
          the financial statements, including trends which might appear,
          should not be taken as indicative of future operations.

          Liquidity and Capital Resources
               The Company has elected to be taxed as a REIT under Sections
          856 through 860 of the Internal Revenue Code of 1986, as amended,
          commencing with its taxable year ending December 31, 1994. 
          REIT's are subject to a number of organization and operational
          requirements including a requirement that 95% of the income that
          would otherwise be considered as taxable income be distributed to
          its shareholders.  Providing the Company continues to qualify as
          a REIT, it will generally not be subject to a Federal income tax
          on net income.

               The Company expects to meet its short-term liquidity
          requirements generally through its net cash provided by
          operations.  The Company believes that its net cash provided by
          operations will be sufficient to meet both operating requirements
          and the payment of dividends in accordance with REIT requirements
          in both the short and long term.

          Financing:
               The Company utilizes borrowings under a $100 million
          unsecured revolving credit facility (the "Line of Credit") for
          the acquisition and development of multifamily properties and
          working capital purposes.   The Line of Credit includes certain
          restrictive covenants which, among others, requires the Company
          to maintain a minimum level of net worth, to limit dividends to
          90% of Distributable Cash Flow, to restrict the use of its
          borrowings and to maintain certain debt coverage ratios.  At
          March 31, 1998, the Company was in violation of certain of these
          covenants.  The Company, however, has received waivers of these 
          violations from the bank group that issued the Line of Credit.

               The Line of Credit provides for a scaled reduction in the
          LIBOR or prime rate margins and commitment fees based on the
          Company's credit ratings.  Based on the Company's present credit
          ratings, the LIBOR margin is 125 basis points fixed in increments
          of 30, 60, 90, 120 or 180 days and Prime Rate borrowings are at
          the Prime Rate with no margin.  An annual commitment fee of
          between 15 basis points and 20 basis points on the average daily
          unused amount of the facility is paid quarterly in arrears.  The
          Line of Credit expires in September 1998.  At March 31, 1998,<PAGE>
          $100 million was drawn on the Line of Credit with a weighted
          average interest rate of 6.8%.

               The Company is currently negotiating a three year $250
          million unsecured revolving credit facility (the "Proposed
          Amended and Restated Line of Credit").  The Proposed Amended and
          Restated Line of Credit can be extended one additional year by
          the Company without consent of the Banks provided that the
          Company is not in default of the Proposed Amended and Restated
          Line of Credit agreement.  Thereafter, the maturity of the Line
          of Credit may be extended annually at the request of the Company
          and approval of the Banks on an evergreen basis.  There is a
          closing fee equal to 37.5 basis points of the maximum commitment
          amount.  In addition, the Company shall pay an annual facility
          fee equal to 15 basis points of the total amount of the
          commitment.  The interest rate will be scaled based on the
          Company's credit rating by Moody's and Standard & Poors.  The
          pricing is currently being negotiated and the interest rate
          margin based on the Company's credit rating is expected to range
          somewhere between 90 to 100 basis points.  Other features of the
          Proposed Amended and Restated Line of Credit include a
          Competitive Bid Option up to 50% of the maximum commitment and an
          option to fund Swingline Loans up to $5 million.

               Seventy-one of the Company's 83 wholly owned properties were
          unencumbered at March 31, 1998 with annualized earnings before
          interest, depreciation and amortization of approximately $58.7
          million and an historical cost basis of approximately $566.4
          million.  The remaining twelve of the Company's wholly owned
          properties, have an historical cost basis of $130.7 million and
          secured property specific debt of $72.5 million at March 31,
          1998.  Unsecured debt, which totaled $322.4 million at March 31,
          1998, consisted of $92.5 million in Medium-Term Notes, Senior
          Notes of $84.9 million, an unsecured 90 day term loan of $45.0
          million and amounts drawn on the revolving credit facility of
          $100 million.  The Company's proportionate share of the mortgage
          debt relating to the seven joint venture properties was $17.7
          million at March 31, 1998.  The weighted average interest rate on
          the secured, unsecured and the Company's proportionate share of
          the joint venture debt was 7.4% at March 31, 1998.

<PAGE> 16
               On April 9, 1998  the Company issued a 10-year, $20 million
          Medium-Term Note (the "MTN") under its $102.5 million MTN
          program.  The weighted average interest rate, including the
          effect of the settlement of a Treasury Lock agreement, is 7.2%. 
          The net proceeds to the Company with respect to this issuance
          were $19.4 million, which were applied to amounts outstanding
          under the Line of Credit.

          Registration statements filed in connection with financing:
               The Company has filed a shelf registration statement with
          the Securities and Exchange Commission relating to the proposed
          offering of up to $368.8 million of debt securities, preferred
          shares, depositary shares, common shares and common share
          warrants.  The total amount of the shelf filing includes a $102.5
          million MTN program. The securities may be offered from time to
          time at prices and upon terms to be determined at the time of
          sale.

          Acquisitions, development and dispositions:
               The Company intends to continue to finance its multifamily
          property acquisitions and development with the most appropriate
          sources of capital, which may include undistributed Funds From
          Operations, the issuance of equity securities, bank and other
          institutional borrowings, the issuance of debt securities, the
          assumption of mortgage indebtedness or through the exchange of
          properties. The Company may also determine to raise additional
          working capital through one or more of these sources.

               During the quarter ended March 31, 1998, the Company or a
          subsidiary of the Company acquired four multifamily properties
          containing an aggregate of 1,320 suites for an aggregate purchase
          price of $74.4 million, of which $17.0 million represents
          liabilities assumed including mortgage indebtedness of $15.0
          million.   The balance of the purchase price was financed using
          borrowings under an unsecured 90 day term loan of $44.5 million
          and borrowings under the Line of Credit of approximately $14.4
          million. The acquired properties are located in Coconut Creek,
          Florida,  Atlanta, Georgia, Columbia, Maryland and Toledo, Ohio. 
          The Falls Apartments was acquired by AERC of Georgia, a wholly
          owned qualified REIT subsidiary of the Company.
               
               The remainder of the acquisitions, development and
          dispositions section contains forward-looking statements and
          certain risks, trends and uncertainties that could cause actual
          results to vary from those contained in the forward-looking
          statements.  Readers are cautioned not to place undue reliance on
          forward-looking statements, which are based only on current
          judgements and current knowledge of management.  These forward-
          looking statements are intended to be covered by the safe harbor
          provisions of the Private Securities Litigation Reform Act of
          1995.  Factors which could cause actual results to differ
          materially from those projected include the general economic
          climate; the supply and demand for multifamily properties;
          interest rate levels; the availability of financing and other
          risks associated with the acquisition, development and
          disposition of properties, including risks that development or
          lease-up may not be completed on schedule, or that the merger did
          not close.  Furthermore, there can be no assurances that the
          Company will be successful in acquiring the multifamily
          properties and the land parcels under contract as described
          below.
               
               The Company has three newly constructed multifamily
          properties in lease-up.  Bradford at Easton, a 324 suite property
          located in Columbus, Ohio was completed in the fourth quarter of
          1997 and presently has 290 suites leased. The Residence at
          Barrington, a planned 288 suite property located in Aurora, Ohio
          (a city located southeast of Cleveland), had 148 suites completed
          and 207 suites leased. The Village of Western Reserve, a 108
          suite property in Streetsboro, Ohio (also located southeast of
          Cleveland) had 75 suites completed and 85 suites leased. The<PAGE>
          Village of Western Reserve and The Residence at Barrington (the
          "New Construction Properties") are scheduled for completion in
          the second and fourth quarter of 1998, respectively.  

               The Company is anticipating the construction of an
          additional 398 suites (collectively the "Suite Additions") during
          1998 on land adjacent to multifamily properties currently owned
          by the Company as follows:

<PAGE> 17
<TABLE>
<CAPTION>


              Property                     Location         Suites

   <S>                             <C>                        <C>
   Arbor Landings Apartments II    Ann Arbor, Michigan        160  
   Georgetown Park Apartments III  Fenton, Michigan           120  
   Aspen Lakes II                  Grand Rapids, Michigan     118  
                                               Total Suites   398
</TABLE>

               The Company is exploring opportunities to dispose of a
          number of its joint venture, government assisted and congregate
          care multifamily properties.

               The Company has also entered into separate contracts to
          purchase three parcels of undeveloped land containing an
          aggregate of 144 acres for an approximate purchase price of $15.0
          million.  One of the parcels is located in Avon, Ohio (a suburb
          of Cleveland), one of the parcels is located in Crestview Hills,
          Kentucky adjacent to a multifamily real estate property currently
          under contract and one of the parcels is located in Cranberry
          Township, Pennsylvania (a suburb of Pittsburgh).  Approximately
          810 multifamily apartments may be constructed on the undeveloped
          land; 312 in Avon, Ohio; 272 in Crestview Hills, Kentucky; and
          226 in Cranberry Township, Pennsylvania. The Company expects to
          finance the undeveloped land acquisitions using borrowings under
          the Company's Proposed Amended and Restated Line of Credit.

          The Proposed Merger with MIG Realty Advisors, Inc.:
               Subject to customary conditions to closing and the approval
          of the Company's shareholders, the Company has entered into a
          definitive merger agreement with MIGRA.  Pursuant to the terms of
          the merger agreement with MIGRA, the Company expects to acquire
          the property management business of several of MIGRA's affiliates
          and the right to receive certain asset management fees, including
          disposition and incentive fees that would have otherwise been
          received by MIGRA upon the sale of certain of the properties
          owned by institutions advised by MIGRA.  Founded in 1982, MIGRA
          currently manages, through its affiliated management companies,
          38 Multifamily Apartment Properties containing 11,333 suites. 
          MIGRA's asset management, property management, investment
          advisory and mortgage servicing operations are collectively
          referred to herein as the "MIGRA Operations."

               In exchange for their interest in MIGRA and the affiliated
          property management businesses, the shareholders of MIGRA will
          receive approximately 408,318 (based on the average closing
          prices of the Company's common shares for the 20 trading days
          preceding the date of the merger agreement price, which average
          price is $23.63) of the Company's common shares at the closing of
          the merger.  Subject to the achievement of certain performance
          criteria, the shareholders of MIGRA have the opportunity to
          receive additional contingent consideration to be paid in the
          form of the Company's common shares.  Such contingent
          consideration may aggregate up to $3.1 million and $6.4 million
          on the first and second anniversary of the merger, respectively. 
          A portion of the shares to be issued will be based on the average
          closing price of the Company's common shares for the 20 days
          immediately preceding the contingent payment date. 

               The Company may reduce the purchase price for the MIGRA
          Operations to the extent that any of MIGRA's or a MIGRA
          affiliate's advisory clients have not consented to the assignment
          of, or have terminated any advisory, asset, property management
          or mortgage servicing agreement to the Company (the "Reduction
          Provision") or have not sold their multifamily apartment
          properties to the Company.  Conversely, the purchase price may be<PAGE>
          increased to the extent that MIGRA enters into any new asset or
          property management or mortgage servicing agreement on or before
          the 90 days preceding the closing of the merger.  In no event,
          however, will the amount of any price increase exceed the amount
          of any price decrease. The initial purchase price has been
          reduced by $5.6 million pursuant to the Reduction Provision and
          other price reduction provisions. Assuming all contingent
          consideration is paid and the affect of the Reduction Provision,
          the total purchase price for MIGRA, the property management
          business, and the rights to the disposition fees will be
          approximately $13.5 million.
<PAGE> 18

          The Proposed Acquisition of Multifamily Real Estate Properties:
               On January 28, 1998 (the "Contract Date"), the Company
          entered into a contract to acquire certain assets, consisting
          principally of the multifamily properties as further described
          below, (the "Proposed Acquisition Properties").  The Proposed
          Acquisition Properties are as follows:
<TABLE>
<CAPTION>


                                                          Number     Year
                                                            of      Placed
         Name of Property                Location         Suites in Service 

   <S>                           <C>                       <C>       <C>
   20th and Campbell Apartments  Phoenix, Arizona          204       1989
   Annen Woods Apartments        Pikesville, Maryland      132       1987
   Desert Oasis Apartments       Palm Desert, California   320       1990
   Fleetwood Apartments          Houston, Texas            104       1993
   Hampton Point Apartments      Silver Springs, Maryland  352       1986
   Morgan Place Apartments       Atlanta, Georgia          186       1989
   Peachtree Apartments          St. Louis, Missouri       156       1989
   Windsor Falls Apartments      Raleigh, North Carolina   276       1994<PAGE>
</TABLE>

                The seller of the Proposed Acquisition Properties has
          agreed to exchange its assets for a combination of cash and an
          equity interest (the "Equity Consideration") in the Company
          totaling $108.5 million.  The cash portion of the purchase price
          may not exceed $11.1 million.  The number of common shares issued
          will be determined based on the amount of Equity Consideration
          divided by the average closing price of the Company's common
          shares over the 20 day period preceding the purchase of the
          Proposed Acquisition Properties.  For purposes of determining the
          number of shares issued as Equity Consideration, however, to the
          extent that the 20 day average price does not exceed the average
          closing price of the Company's common shares over the 20 day
          period preceding the Contract Date times 106%, no adjustment in
          the number of shares determined at the Contract Date will be
          made.  The Company intends to finance any cash portion of the
          purchase price with borrowings made available through the
          Company's Proposed Amended and Restated Line of Credit.  The
          amount of cash ultimately paid will be determined at the
          discretion of the Seller in an amount up to $11.1 million.

               In addition to the Proposed Acquisition Properties, the
          Company has entered into three separate Partnership Interest
          Purchase Agreements pursuant to which the Company may purchase
          the general partnership interest of MIG Development Company, an
          affiliate of MIGRA,  in three limited partnerships each of which
          owns a multifamily property (together referred to as the
          "Development Properties") one of which has recently achieved
          stabilized occupancy while the remaining two are currently under
          construction for an aggregate purchase price of approximately
          $90.8 million.  The Development Properties are as follows:

<TABLE>
<CAPTION>


                                                Number         Year
                                                  of          Placed
    Name of Property          Location          Suites      in Service    

   <S>                <C>                         <C>   <C>
   Windsor Hollywood  Hollywood, Florida          388   1998
   Windsor Pines      Pembroke Pines, Florida     368   under construction
   Kirkman            Orlando, Florida            460   under construction

</TABLE>

          Dividends:
               On March 17, 1998, the Company declared a dividend of $0.465
          per common share for the quarter ending March 31, 1998 which was
          paid on May 1, 1998 to shareholders of record on April 15, 1998. 
          On February 13, 1998, the Company declared a dividend of $0.60938
          per depositary share on its Class A Cumulative Preferred Shares
          (the "Perpetual Preferred Shares") which was paid on March 16,
          1998 to shareholders of record on February 27, 1998.

          Cash flow sources and applications:
               Net cash provided by operating activities increased
          $10,158,800 from $3,300,900 to $13,459,700 for the quarter ended

<PAGE> 19

          March 31, 1997 when compared with the quarter ended March 31,
          1998. This increase was primarily the result of an increase in
          cash provided by a decrease in accounts and notes receivable,
          accounts and notes receivable - affiliates and joint ventures and
          restricted cash which was offset somewhat by uses of cash from
          other operating assets and liabilities and an increase in cash
          provided by the income derived from the Company's multi-family
          property operations.

               Net cash flows used for investing activities of $66,374,500
          for the quarter ended March 31, 1998 were primarily used for the
          acquisition and development of multifamily real estate,
          properties and undeveloped land parcels.

               Net cash flows provided by financing activities of
          $52,303,100 for the quarter ended March 31, 1998 were primarily
          comprised of borrowings on the Line of Credit and other unsecured
          short-term borrowings. Funds were also used to pay dividends on
          the Company's common and Perpetual Preferred Shares as well as
          repayments on the Line of Credit.

          RESULTS OF OPERATIONS
          Comparison of the quarter ended March 31, 1998  to the quarter
          ended March 31, 1997
               Overall, total revenue increased $5,830,400 or 23.4% and
          total expenses increased $6,609,200 or 33.7% for the quarter. 
          Net income applicable to common shares decreased $700,800 or
          18.2%, after the dividends on the Company's Perpetual Preferred
          Shares.

               In the following discussion of the comparison of the quarter
          ended March 31, 1998 to the quarter ended March 31, 1997,  the
          term Core Portfolio Properties refers to the 71 wholly owned
          multifamily properties owned by the Company at December 31, 1996. 
          Acquired Properties refers to the 12 properties acquired between
          January 1, 1997 and March 31, 1998.

               During the quarter ended March 31, 1998, the Acquired
          Properties generated total revenues of $6,077,800 while incurring
          property, operating and maintenance expenses of $2,003,000. 

          Rental Revenues:
               Rental revenues increased $5,944,700 or 25.7% for the
          quarter.   Increases in occupancy and suite rents at the Core
          Portfolio Market-rate and Government-Assisted Properties resulted
          in a $268,800 or 1.2% increase in rental revenue from these<PAGE>
          properties.  The balance of the increase resulted from increased
          rental revenues attributable to office space and other
          miscellaneous rental revenue items.

          Other Revenues:
               Painting service revenues decreased $159,900 or 31.5%, for
          the quarter.  The decrease is primarily due to a decline in sales
          cause by heightened competition and a decline in the level of
          contract services.

               Other income increased $77,600 or 33.9% for the quarter. 
          The increase is due primarily to an increase in the amount of
          interest income earned in comparison to the prior year.

          Property operating and maintenance expenses:
               Property operating and maintenance expenses increased
          $3,077,100 or 33.4% for the quarter.  Operating and maintenance
          expenses at the Acquired Properties increased $1,895,100 for the
          quarter due primarily to the operating and maintenance expenses
          incurred at the eight properties acquired during 1997 and the
          four properties acquired in 1998. Property operating and
          maintenance expenses at the Core Portfolio Properties increased
          $1,181,900, or 13.0% when compared to the quarter ended March 31,
          1997 primarily due to increases in personnel, utilities and
          building and grounds repair and maintenance expenses which were
          offset by a slight decrease in advertising expenses.  Building
          renovations and suite and common area refurbishment in the Core
          Portfolio Properties that were not considered to be capital in
          nature averaged $82 per suite for the quarter ended March 31,
          1998 as compared to $63 per suite for the quarter ended March 31,
          1997.

<PAGE> 20

          Other expenses:
               Depreciation and amortization increased $985,800 or 22.8%
          for the quarter primarily due to the increased depreciation and
          amortization expense recognized on the Acquired Properties.

               General and administrative expenses increased $322,100 or
          21.3% for the quarter.  This increase is primarily attributable
          to payroll, consulting and training expenses.
               
               Interest expense increased $2,325,100 or 56.6% for the
          quarter primarily due to the interest incurred with respect to
          the additional borrowings under the Line of Credit that were used
          for the acquisition of properties.

          Net income applicable to common shares:
               Net income applicable to common shares is reduced by
          dividends on the Perpetual Preferred Shares of $1,371,100.

          Equity in net income of joint ventures:
               The combined equity in net income of joint ventures
          increased $78,100 or 186.7% for the quarter primarily
          attributable to increased rents and occupancies.

               The following table presents the historical statements of
          operations of the Company's beneficial interest in the operations
          of the joint ventures for the quarters ended March 31, 1998 and
          1997.

<TABLE>
<CAPTION>
                                 For the quarter ended
                                       March 31,

                                   1998         1997    

   <S>                         <C>          <C>
   Beneficial interests in
     joint venture operations
       Rental revenue          $ 1,725,500  $ 1,624,600 
       Cost of operations        1,137,100    1,096,400 
                                   588,400      528,200 
       Interest income                 600        6,400 
       Interest expense           (436,800)    (443,200)
       Depreciation               (105,500)    (120,800)
       Amortization                (10,500)     (12,400)
       Net income              $    36,200  $   (41,800)<PAGE>
</TABLE>

          Outlook
               The following three paragraphs contain forward-looking
          statements and are subject to certain risks, trends and
          uncertainties that could cause actual results to vary from those
          projected.  Readers are cautioned not to place undue reliance on
          forward-looking statements, which are based only on current
          judgments and current knowledge.  These forward-looking
          statements are intended to be covered by the safe harbor
          provisions of the Private Securities Litigation Reform Act of
          1995.  Investors are cautioned that the Company's forward-looking
          statements involve risks and uncertainty, including without
          limitation risks of a lessening of demand for the apartments
          owned by the Company, changes in government regulations affecting
          the Government-Assisted Properties, and expenditures that cannot
          be anticipated such as utility rate and usage increases,
          unanticipated repairs, additional staffing, insurance increases
          and real estate tax valuation reassessments.

               Approximately 52% of the Company's multifamily properties
          are located in the greater Cleveland/Akron, Ohio area which is
          the fourteenth largest consumer market in the United States
          containing over four million people within a 50 mile radius of
          Akron.  In central Ohio, Columbus is the only city in the
          northeast quadrant of the country that has experienced continuous
          population growth since 1970, according to Census Bureau data. 
          Columbus, Ohio was selected by the E & Y Kenneth Leventhal Real

<PAGE> 21

          Estate Group as one of the 12 best investment markets in the
          country because of its well-diversified economic base, strong
          rental growth and lower vacancy rates.  The Company's Michigan
          portfolio is located in ten separate markets having a combined
          projected population growth of approximately 4.2%, or 153,000
          people, with a projected 8.5% increase in job growth or an
          additional 17,000 jobs.

               With an average economic occupancy for the Core Portfolio
          Market-rate Properties at 93%, and strong market fundamentals, it
          would appear that opportunities exist for increasing the rate of
          rental growth at the Company's Market-rate Properties.  The
          Company anticipates that rental revenues will increase between
          two to three percent in 1998 when compared to 1997.  The 1998
          rental revenue increase objective should be achieved through a
          combination of rent and occupancy increases. Markets like
          Columbus and Indianapolis, where there is an abundance of
          undeveloped land suitable for development, will continue to be
          sensitive to the impact of new multifamily housing starts.  Some
          of these new starts, particularly those in proximity to the
          Company's properties, may have a short-term effect on
          occupancies.  The Company believes that its 1998 rental revenue
          growth objectives are reasonable given the geographic diversity
          of the Company's Core Portfolio Market-rate Properties.

               The Company expects that building and grounds repair and
          maintenance expenditures for the Core Portfolio Properties will
          increase when compared to the prior year as the Company continues<PAGE>
          to maintain its properties to maximize their earnings potential. 
          Real estate tax increases should begin to moderate as the effect
          of the reassessed values diminishes over time.  Utility
          expenditures will vary over prior periods as the effect of
          weather related usage variances is factored into the level of
          utility expense.

          Inflation
               Substantially all of the Market-rate residential leases at
          the properties allow, at the time of renewal, for adjustments in
          the rent payable thereunder, and thus may enable the Company to
          seek increases in rents.  The substantial majority of these
          leases are for one year or less and the remaining leases are for
          terms up to two years.  The short-term nature of these leases
          generally serves to reduce the risk to the Company of the adverse
          effect of inflation.

          Contingencies
               There are no recorded amounts resulting from environmental
          liabilities as there are no known contingencies with respect
          thereto.  Future claims for environmental liabilities are not
          measurable given the uncertainties surrounding whether there
          exists a basis for any such claims to be asserted and, if so,
          whether any claims will, in fact, be asserted.  Furthermore, no
          condition is known to exist that would give rise to a liability
          for site restoration, post closure and monitoring commitments, or
          other costs that may be incurred with respect to the sale or
          disposal of a property.  Phase I environmental audits have been
          completed on all of the Company's wholly owned and joint venture
          properties.  The Company has obtained environmental insurance
          covering (i) pre-existing contamination, (ii) on-going third
          party contamination, (iii) third party bodily injury and (iv)
          remediation.  The  policy is for a five year term and carries a
          limit of liability of $2 million per environmental contamination
          discovery (with a $50,000 deductible) and has a $10 million
          policy term aggregate.  Management has no plans to abandon any of
          the properties and is unaware of any other material loss
          contingencies.  The Company has completed the installation of
          financial reporting and leasing management systems, which
          together comprise the Company's primary reporting systems, that
          are Year 2000 compliant.

               The U.S. Department of Housing and Urban Development ("HUD") 
          notified the Company that Rainbow Terrace Apartments, Inc., (the
          Company's subsidiary corporation that owns Rainbow Terrace
          Apartments) is in default under the terms of the Regulatory
          Agreement and Housing Assistance Payments Contract ("HAP
          Contract") pertaining to this property.  Among other matters, HUD
          alleges that the property is poorly managed and Rainbow Terrace
          Apartments has failed to complete certain physical improvements
          to the property.  Moreover, HUD claims that the property is not
          in compliance with numerous technical regulations concerning
          whether certain expenses are properly chargeable to the property. 
          As provided in the Regulatory Agreement and HAP Contract, in the
          event of a default, HUD has the right to exercise various
          remedies including terminating future payments under the HAP
          Contract and foreclosing the government-insured mortgage
          encumbering the property.

<PAGE> 22
               This controversy arose out of a Comprehensive Management
          Review of the property initiated by HUD in the Spring of 1997,
          which included a complete physical inspection of the property. 
          Rainbow Terrace Apartments believes that it has corrected the
          management deficiencies cited by HUD in the Comprehensive
          Management Review (other than the completion of certain physical
          improvements to the property) and, in a series of written
          responses to HUD, justified the expenditures questioned by HUD as
          being properly chargeable to the property in accordance with
          HUD's regulations.  Moreover, Rainbow Terrace Apartments believes
          it has repaired any physical deficiencies noted by HUD in its
          Comprehensive Management Review that might pose a threat to the
          life and safety of its residents.  The Company is unable to
          predict the outcome of the controversy with HUD, but does not
          believe it will have a material adverse effect on the Company's
          financial position, results of operations or cash flows.

               In the normal course of business, the Company advances funds
          on behalf of, or holds funds for the benefit of affiliates which
          own real estate properties managed by the Company or one of the
          Service Companies. One of these affiliates, a corporation (the
          "Corporation") owned by a member of the Company's board of
          directors and his siblings (including the wife of the Company's
          Chairman and Chief Executive Officer), which serves as general
          partner of certain affiliated entities, has informed the Company
          that the Corporation has caused the commencement of a review of
          expenditures relating to approximately $2.9 million of capital
          calls from certain HUD subsidized affiliated entities, to
          determine the appropriateness of such expenditures and whether
          certain of such expenditures are properly the responsibility of
          the Company.  Should this review result in any dispute with
          respect to the foregoing expenditures, such disagreement will be
          resolved through binding arbitration.  The Company believes that
          all expenditures were appropriate and, accordingly, does not
          believe that the ultimate outcome of any disagreement will have a
          material adverse effect on the Company's financial position,
          results of operations or cash flows.


     <PAGE> 23
     The following tables present information concerning the Multifamily
     Properties owned by Associated Estates Realty Corporation.

<TABLE>
<CAPTION>
                                                                                   Year     Average
                                    Date                        Type of    Total Built or  Unit Size
     The Multifamily Properties   Acquired     Location      Construction Suites  Rehab.    Sq. Ft. 

   <S>                            <C>          <C>           <C>          <C>     <C>
   MARKET RATE
   Acquired Properties
   Atlanta, Georgia
   The Falls                      02/03/98 Duluth            Garden           520  1986          963

   Central Ohio
   Oak Bend Commons               05/30/97 Canal Winchester  Garden/Tnhm      102  1997        1,110
   Saw Mill Village               04/22/97 Columbus          Garden           340  1987        1,161
   Cincinnati, Ohio
   Remington Place Apartments     03/31/97 Cincinnati        Garden           234 1988-90        830

   Coconut Creek, Florida
   Cypress Shores                 02/03/98 Coconut Creek     Garden           300  1991          991

   Columbia, Maryland
   Reflections                    02/03/98 Columbia          Garden           184  1985        1,020

   Indianapolis, Indiana
   The Gables at White River      02/06/97 Indianapolis      Garden           228  1991          974
   Waterstone Apartments          08/29/97 Indianapolis      Garden           344  1997          984

   Michigan
   Clinton Place                  08/25/97 Clinton Twp.      Garden           202  1988          954
   Spring Valley Apartments       10/31/97 Farmington Hills  Garden           224  1987          893

   Toledo, Ohio
   Country Club Apartments        02/19/98 Toledo            Garden           316  1989          811
   Hawthorne Hills Apartments     05/14/97 Toledo            Garden            88  1973        1,145
                                                                            3,082                973
   CORE PORTFOLIO PROPERTIES
   Market rate
   Central Ohio
   Arrowhead Station              02/28/95 Columbus          Townhomes        102  1987        1,344
   Bedford Commons                12/30/94 Columbus          Townhomes        112  1987        1,157
   Bolton Estates                 07/27/94 Columbus          Garden           196  1992          687
   Colony Bay East                02/21/95 Columbus          Garden           156  1994          903
   Heathermoor                    08/18/94 Worthington       Gdn/Tnhms        280  1989          829
   Kensington Grove               07/17/95 Westerville       Gdn/Tnhms         76  1995        1,109
   Lake Forest                    07/28/94 Columbus          Garden           192  1994          788
   Muirwood Vllg. at Bennell      03/07/94 Columbus          Ranch            164  1988          769
   Muirwood Vllg. at London       03/03/94 London            Ranch            112  1989          769
   Muirwood Vllg. at Mt. Sterling 03/03/94 Mt. Sterling      Ranch             48  1990          769
   Muirwood Vllg. at Zanesville   03/07/94 Zanesville        Ranch            196 1991-95        769
   Pendleton Lakes East           08/25/94 Columbus          Garden           256 1990-93        899
   Perimeter Lakes                09/20/96 Dublin            Gdn/Tnhms        189  1992          999
   Residence at Christopher Wren  03/14/94 Gahanna           Gdn/Tnhms        264  1993        1,062
   Residence at Turnberry         03/16/94 Pickerington      Gdn/Tnhms        216  1991        1,182
   Sheffield at Sylvan            03/03/94 Circleville       Ranch            136  1989          791
   Sterling Park                  08/25/94 Grove City        Garden           128  1994          763
   The Residence at Newark        03/03/94 Newark            Ranch            112 1993-94        868
   The Residence at Washington    02/01/96 Wash. Ct. House   Ranch             72  1995          862
   Wyndemere                      09/21/94 Franklin          Ranch            128 1991-95        768

                                                                            3,135                903
   Northeastern Ohio
   Bay Club                       IPO      Willowick         Garden            96  1990          925
   Colonnade West                 IPO      Cleveland         Garden           216  1964          502
   Cultural Gardens               IPO      Euclid            Mid Rise         186  1966          688
   Edgewater Landing              04/20/94 Cleveland         High Rise        241 1988 r         585
   Gates Mills III                IPO      Mayfield Hts.     High Rise        320  1978          874
   Holly Park                     IPO      Kent              Garden           192  1990          875
   Huntington Hills               IPO      Stow              Townhomes         85  1982          976
   Mallard's Crossing             02/16/95 Medina            Garden           192  1990          998
   Memphis Manor                  IPO      Cleveland         Garden           120  1966          554
   Park Place                     IPO      Parma Hts.        Mid Rise         164  1966          760


</TABLE>
<TABLE>
<CAPTION>
                                      For the three months ending        For the three months ending    
                                            March 31, 1998                      March 31, 1997           
                                   Average             Average Rent   Average              Average Rent
                                   Economic  Physical      Per        Economic  Physical       Per
     The Multifamily Properties   Occupancy Occupancy Suite  Sq. Ft. Occupancy Occupancy  Suite  Sq. Ft.

   MARKET RATE
   Acquired Properties
   Atlanta, Georgia
   <S>                            <C>       <C>       <C>    <C>      <C>       <C>        <C>     <C>
   The Falls                         N/A      88.3%    $ 686  $ 0.71    N/A       N/A       N/A      N/A 

   Central Ohio
   Oak Bend Commons                 91.9%     96.1%    $ 709  $ 0.64    N/A       N/A       N/A      N/A 
   Saw Mill Village                 83.6      90.6       755    0.65    N/A       N/A       N/A      N/A 
   Cincinnati, Ohio
   Remington Place Apartments       89.1%     95.3%    $ 646  $ 0.78    N/A       N/A       N/A      N/A 

   Coconut Creek, Florida
   Cypress Shores                    N/A      95.0%    $ 837   $0.84    N/A       N/A       N/A      N/A 

   Columbia, Maryland
   Reflections                       N/A      95.1%    $ 885   $0.87    N/A       N/A       N/A      N/A 

   Indianapolis, Indiana              
   The Gables at White River        88.5%     93.4%    $ 739  $ 0.76    N/A       N/A       N/A      N/A 
   Waterstone Apartments            92.2      96.2       796    0.81    N/A       N/A       N/A      N/A 

   Michigan
   Clinton Place                    93.5%     95.0%    $ 701  $ 0.73    N/A       N/A       N/A      N/A 
   Spring Valley Apartments         99.0      96.4       802    0.90    N/A       N/A       N/A      N/A 

   Toledo, Ohio
   Country Club Apartments           N/A     100.0%    $ 613  $ 0.76    N/A       N/A       N/A      N/A 
   Hawthorne Hills Apartments       94.2%    100.0       548    0.48    N/A       N/A       N/A      N/A 
                                    90.7%     97.2%    $ 728  $ 0.73    N/A       N/A       N/A      N/A 
   CORE PORTFOLIO PROPERTIES
   Market rate
   Central Ohio
   Arrowhead Station                91.6%     95.1%    $ 706  $ 0.53     96.9%   94.1%    $ 680    $ 0.51
   Bedford Commons                  93.7      98.2       785    0.68     97.6    93.8       744      0.64
   Bolton Estates                   93.9      99.5       466    0.68     95.8    98.0       459      0.67
   Colony Bay East                  92.8      98.7       521    0.58     93.2    90.4       511      0.57
   Heathermoor                      95.3      96.4       552    0.67     96.1    95.0       538      0.65
   Kensington Grove                 92.3      94.7       771    0.70     92.9    93.4       772      0.70<PAGE>


   Lake Forest                      89.9      93.8       545    0.70     90.4    97.9       547      0.69
   Muirwood Vllg. at Bennell        96.1      97.6       510    0.66     97.5    97.0       474      0.62
   Muirwood Vllg. at London         95.3      94.6       508    0.66     96.7    96.4       499      0.65
   Muirwood Vllg. at Mt. Sterling   90.5      95.8       498    0.65     94.7   100.0       495      0.64
   Muirwood Vllg. at Zanesville     91.5      98.0       522    0.68     95.3    96.4       522      0.68
   Pendleton Lakes East             92.3     100.0       528    0.59     96.0    94.1       490      0.55
   Perimeter Lakes                  95.0      98.4       713    0.72     94.1    89.9       703      0.70
   Residence at Christopher Wren    94.6      93.2       746    0.70     95.7    93.2       722      0.68
   Residence at Turnberry           90.6      96.3       744    0.64     91.3    93.5       734      0.62 
   Sheffield at Sylvan              98.4      97.1       507    0.65     98.4    92.6       501      0.63
   Sterling Park                    97.3     100.0       565    0.74     94.1    97.7       545      0.71
   The Residence at Newark          97.2     100.0       563    0.65     95.5    88.4       554      0.64
   The Residence at Washington      90.6      93.1       525    0.61     91.1    94.4       527      0.61
   Wyndemere                        96.4      97.7       539    0.70     98.1    96.1       532      0.69
                                    93.7%     97.0%    $ 592  $ 0.66     95.0%   94.5%    $ 577    $ 0.64
   Northeastern Ohio
   Bay Club                         99.2%    100.0%    $ 634  $ 0.69     97.5%   96.9%    $ 622    $ 0.67
   Colonnade West                   91.0      92.6       402    0.81     96.1    95.4       401      0.80
   Cultural Gardens                 96.0      98.9       501    0.74     95.4    93.5       498      0.72
   Edgewater Landing                96.9      96.7       413    0.72     93.6    98.8       413      0.71
   Gates Mills III                  90.0      95.3       722    0.83     93.1    97.8       671      0.77
   Holly Park                       99.4     100.0       702    0.81     97.8    99.0       651      0.74
   Huntington Hills                 98.2      95.3       663    0.68     96.6    97.6       646      0.66
   Mallard's Crossing               91.7      98.4       704    0.71     98.7    98.4       688      0.69
   Memphis Manor                    94.3      98.3       436    0.82     91.8    95.0       441      0.80
   Park Place                       89.9      96.3       541    0.73     93.6    98.2       522      0.69<PAGE>


     <page 24>

</TABLE>
<TABLE>
<CAPTION>
                                                                                    Year     Average
                                     Date                        Type of    Total Built or  Unit Size
      The Multifamily Properties   Acquired     Location      Construction Suites  Rehab.    Sq. Ft. 

   <S>                             <C>          <C>           <C>          <C>     <C>       <C>
   Pinecrest                       IPO      Broadview Hts.    Garden            96 1987 r         598
   Portage Towers                  IPO      Cuyahoga Falls    High Rise        376  1973          869
   The Triangle (b)                IPO      Cleveland         High Rise        273  1989          616
   Timbers                         IPO      Broadview Hts.    Garden            96 1987-89        930
   Villa Moderne                   IPO      North Olmsted     Garden           135  1963          504
   Washington Manor                07/01/94 Elyria            Garden           120 1963-64        541
   West Park Plaza                 IPO      Cleveland         Garden           118  1964          520
   Westchester Townhouses          IPO      Westlake          Townhomes        136  1989        1,000
   Westlake Townhomes              IPO      Westlake          Townhomes          7  1985        1,000
   Williamsburg at Greenwood Vllg. 02/18/94 Sagamore Hills    Townhomes        260  1990          938
   Winchester Hills I  (c)         IPO      Willoughby Hills  High Rise        362  1972          822
   Winchester Hills II             IPO      Willoughby Hills  High Rise        362  1979          822
   Woodlands of North Royalton
     fka Somerset West (a)         IPO      North Royalton    Gdn/Tnhms        197  1982        1,038
                                                                             4,350                782
   Michigan
   Arbor Landings Apartments       01/20/95 Ann Arbor         Garden           168  1990        1,116
   Aspen Lakes                     09/04/96 Grand Rapids      Garden           144  1981          789
   Central Park Place              12/29/94 Grand Rapids      Garden           216  1988          850
   Country Place Apartments        06/19/95 Mt. Pleasant      Garden           144 1987-89        859
   Georgetown Park Apartments      12/28/94 Fenton            Garden           360 1987-96      1,005
   The Landings at the Preserve    09/21/95 Battle Creek      Garden           190 1990-91        952
   The Oaks and Woods at Hampton   08/08/95 Rochester Hills   Gdn/Tnhms        544 1986-88      1,050
   Spring Brook Apartments         06/20/96 Holland           Gdn/Tnhms        168 1986-88        818
   Summer Ridge Apartments         04/01/96 Kalamazoo         Garden           248 1989-91        960
                                                                             2,182                961
   Toledo, Ohio
   Kensington Village              09/14/95 Toledo            Gdn/Tnhms        506 1985-90      1,072
   Vantage Villa                   10/30/95 Toledo            Garden           150  1974          935
                                                                               656              1,041
   Pittsburgh, Pennsylvania
   Chestnut Ridge                  03/01/96 Pittsburgh        Garden           468  1986          769
      Core Market Rate                                                      10,791                869

   GOVERNMENT ASST.-ELDERLY
   Ellet Development               IPO      Akron             High Rise        100  1978          589
   Hillwood I                      IPO      Akron             High Rise        100  1976          570
   Puritas Place (d)               IPO      Cleveland         High Rise        100  1981          518
   Riverview                       IPO      Massillon         High Rise         98  1979          553
   State Road Apartments           IPO      Cuyahoga Falls    Garden            72 1977 r         750
   Statesman II                    IPO      Shaker Heights    Garden            47 1987 r         796
   Sutliff Apartments II           IPO      Cuyahoga Falls    High Rise        185  1979          577
   Tallmadge Acres                 IPO      Tallmadge         Mid Rise         125  1981          641
   Twinsburg Apartments            IPO      Twinsburg         Garden           100  1979          554
   Village Towers                  IPO      Jackson Twp.      High Rise        100  1979          557
   West High Apartments            IPO      Akron             Mid Rise          68 1981 r         702
                                                                             1,095                602
   GOVERNMENT ASST.-FAMILY
   Jennings Commons                IPO      Cleveland         Garden            50  1981          823
   Rainbow Terrace                 IPO      Cleveland         Garden           484 1982 r         768
   Shaker Park Gardens II          IPO      Warrensville      Garden           151  1964          753
                                                                               685                769
                                                                             1,780                666
   CONGREGATE CARE
   Gates Mills Club                IPO      Mayfield Heights  High Rise        120  1980          721
   The Oaks                        IPO      Westlake          Garden            50  1985          672
                                                                               170                707


                                                                            12,741                838

</TABLE>
<TABLE>
<CAPTION>
                                      For the three months ending        For the three months ending    
                                            March 31, 1998                      March 31, 1997           
                                   Average             Average Rent   Average              Average Rent
                                   Economic  Physical      Per        Economic  Physical       Per
     The Multifamily Properties   Occupancy Occupancy Suite  Sq. Ft. Occupancy Occupancy  Suite  Sq. Ft.

   <S>                            <C>       <C>       <C>     <C>     <C>      <C>        <C>     <C>
   Pinecrest                        91.4%     97.9%    $ 465  $ 0.79     97.2%   94.8%    $ 457   $ 0.76
   Portage Towers                   95.5      96.0       580    0.68     86.1    86.7       563     0.65
   The Triangle (b)                 97.6      98.2       934    1.52     99.7    99.3       898     1.46
   Timbers                          89.2      89.6       707    0.76     96.2    90.6       680     0.73
   Villa Moderne                    96.9      97.8       455    0.91     95.9    98.5       437     0.87
   Washington Manor                 95.0      96.7       391    0.73     99.3    98.3       370     0.68
   West Park Plaza                  93.7      98.3       430    0.84     95.3    95.8       423     0.81
   Westchester Townhouses           93.5      93.4       779    0.78     91.8    93.4       746     0.75
   Westlake Townhomes               98.6     100.0       814    0.82    100.0   100.0       781     0.78
   Williamsburg at Greenwood Vllg   83.8      90.8       865    0.92     91.9    94.6       838     0.89
   Winchester Hills I (c)           88.8      93.1       577    0.72     87.8    92.0       566     0.69
   Winchester Hills II              86.2      92.8       617    0.77     87.3    90.9       601     0.73
   Woodlands of North Royalton
     fka Somerset West (a)          75.5      80.2       699    0.68     93.6    95.4       686     0.66
                                    91.5%     94.9%    $ 618  $ 0.79     93.4%   94.9%    $ 599   $ 0.77
   Michigan
   Arbor Landings Apartments        97.8%     98.8%    $ 867  $ 0.78     95.9%   95.2%    $ 838   $ 0.75
   Aspen Lakes                      95.0      97.2       557    0.71     90.7    89.6       550     0.70
   Central Park Place               96.0      98.6       611    0.73     92.9    94.0       609     0.72
   Country Place Apartments         95.4      96.5       544    0.63     94.7    91.0       516     0.60
   Georgetown Park Apartments       93.7      95.8       679    0.68     95.3    93.3       670     0.67
   The Landings at the Preserve     96.8      98.9       754    0.80     91.8    88.9       657     0.69
   The Oaks and Woods at Hampton    91.4      90.4       813    0.78     95.5    95.0       783     0.75
   Spring Brook Apartments         100.0      97.6       485    0.60     95.3    96.4       469     0.57
   Summer Ridge Apartments          93.6      94.0       693    0.72     90.4    95.6       672     0.70
                                    94.5%     95.3%    $ 696  $ 0.72     94.1%   93.7%    $ 671   $ 0.70
   Toledo, Ohio
   Kensington Village               97.6%     97.8%    $ 569  $ 0.53     98.0%   98.6%    $ 547   $ 0.51
   Vantage Villa                    89.7      96.7       576    0.62     94.2    98.0       603     0.64
                                    95.8%     97.6%    $ 571  $ 0.55     97.1%   98.5%    $ 560   $ 0.54
   Pittsburgh, Pennsylvania
   Chestnut Ridge                   92.8%     91.5%    $ 740  $ 0.96     94.7%   96.6%    $ 695   $ 0.90 
      Core Market Rate              93.1%     95.6%    $ 629  $ 0.72     94.2%   94.8%    $ 609   $ 0.70

   GOVERNMENT ASST.- ELDERLY
   Ellet Development               100.0%    100.0%    $ 587  $ 1.00     99.3%  100.0%    $ 587    $1.00
   Hillwood I                       99.3     100.0       598    1.05    100.0   100.0       596     1.05
   Puritas Place (d)                99.9     100.0       782    1.51     99.9   100.0       782     1.51
   Riverview                       100.0     100.0       591    1.07    100.0   100.0       591     1.07
   State Road Apartments           100.0     100.0       597    0.80    100.0   100.0       589     0.79
   Statesman II                     99.2     100.0       647    0.81     98.5    97.7       651     0.82
   Sutliff Apartments II           100.0     100.0       586    1.02     99.9   100.0       586     1.02
   Tallmadge Acres                 100.0     100.0       658    1.03    100.0   100.0       658     1.03
   Twinsburg Apartments            100.0     100.0       603    1.09     99.9   100.0       603     1.09
   Village Towers                  100.0     100.0       579    1.04     99.6   100.0       579     1.04
   West High Apartments            100.0     100.0       790    1.13    100.0   100.0       790     1.13
                                   100.0%    100.0%    $ 631  $ 1.05    100.0%   99.9%    $ 630   $ 1.05
   GOVERNMENT ASST.- FAMILY
   Jennings Commons                 99.7%    100.0%    $ 674  $ 0.82     99.7%  100.0%    $ 674   $ 0.82
   Rainbow Terrace                  95.5      98.6       663    0.86     99.4    96.7       773     1.01
   Shaker Park Gardens II           98.9     100.0       544    0.72    100.0    99.3       531     0.71
                                    96.5      99.9       638    0.83     99.6    97.5       712     0.93
                                    98.8%     99.6%    $ 633  $ 0.95    100.0%   99.0%    $ 662   $ 0.99
   CONGREGATE CARE
   Gates Mills Club                 94.8%     95.8%    $ 870  $ 1.21     98.3%  100.0%    $ 806   $ 1.12
   The Oaks                         87.9      80.0     1,023    1.52     97.1    96.0       985     1.47
                                    92.5      91.2       915    1.29     97.8    98.8       859     1.22
                                    93.9%     96.1%    $ 633  $ 0.76     95.2%   95.5%    $ 620   $ 0.74
</TABLE>

 <page 25>
<TABLE>
<CAPTION>

                                                                            Year     Average
                                Date                     Type of    Total Built or  Unit Size
   The Multifamily Properties Acquired    Location    Construction Suites  Rehab.    Sq. Ft. 

   <S>                        <C>         <C>         <C>          <C>     <C>      <C>
   Joint Venture Properties
   Northeastern Ohio
   Market rate
   Americana                  IPO      Euclid         High Rise        738  1968          803
   College Towers             IPO      Kent           Mid Rise         380  1969          662
   Euclid House               IPO      Euclid         Mid Rise         126  1969          654
   Gates Mills Towers         IPO      Mayfield Hts.  High Rise        760  1969          856
   Highland House             IPO      Painesville    Garden            36  1964          539
   Watergate                  IPO      Euclid         High Rise        949  1971          831
                                                                     2,989                789
   Government Asst.- Family
   Lakeshore Village          IPO      Cleveland      Garden           108  1982          786
                                                                     3,097                789
        Core                                                        15,838                834
        Portfolio average                                           18,920                850


</TABLE>
<TABLE>
<CAPTION>

                                  For the three months ending        For the three months ending    
                                        March 31, 1998                      March 31, 1997           
                               Average             Average Rent   Average              Average Rent
                               Economic  Physical      Per        Economic  Physical       Per
   The Multifamily Properties Occupancy Occupancy Suite  Sq. Ft. Occupancy Occupancy  Suite  Sq. Ft.

   <S>                         <C>      <C>       <C>    <C>      <C>      <C>         <C>    <C>
   Joint Venture Properties
   Northeastern Ohio
   Market rate
   Americana                     89.5%    93.6%    $ 487  $ 0.61     85.0%   92.1%    $ 480   $ 0.60
   College Towers                92.8     97.6       418    0.63     92.0    89.2       398     0.60
   Euclid House                  92.2     93.7       440    0.67     88.0    93.7       434     0.66
   Gates Mills Towers            93.2     95.3       713    0.83     93.3    96.4       676     0.79
   Highland House                98.6    100.0       417    0.77     99.7    97.2       401     0.74
   Watergate                     93.5     96.0       544    0.65     88.0    92.9       538     0.65
                                 92.5%    95.4%    $ 543  $ 0.69     89.7%   93.2%    $ 526   $ 0.67
   Government Asst.-Family
   Lakeshore Village             99.9%   100.0%    $ 662  $ 0.84     99.3%  100.0%    $ 669   $ 0.85
                                 93.0     95.5       549    0.70     90.3    93.5       533     0.68
        Core                     93.8%    96.0%    $ 627  $ 0.75     94.8%   95.1%    $ 613   $ 0.73
        Portfolio average        93.4%    96.2%    $ 632  $ 0.74     94.7%   94.6%    $ 542   $ 0.53

     <FN>
     ______________

     (a)  Woodlands of North Royalton fka Somerset West has 39
          Contract Suites and 158 Market-rate suites.
     (b)  The Triangle also contains 63,321 square feet of 
          office/retail space.  
     (c)  The Company acquired a noteholder interest entitling the 
          Company to substantially all cash flows from operations.
          The Company has certain rights under a security agreement
          to foreclose on the property to the extent that the unpaid
          principal and interest on the underlying notes exceed seven
          years equivalent principal and interest payments. 
     (d)  The property was developed in 1981 subject to a warranty 
          deed provision which states that the assignment of fee 
          simple title of the property to the Company shall expire
          in 2037.
     r =  Rehabilitated
     </FN>
     </TABLE>

<PAGE> 26

             HISTORICAL FUNDS FROM OPERATIONS AND DISTRIBUTABLE CASH FLOW

               Industry analysts generally consider Funds From Operations
          ("FFO") to be an appropriate measure of the performance of an
          equity REIT.  FFO is defined as net income (computed in
          accordance with generally accepted accounting principles),
          excluding gains (or losses) from sales of property, non-recurring
          and extraordinary items, plus depreciation on real estate assets
          and after adjustments for unconsolidated joint ventures. 
          Adjustments for joint ventures are calculated to reflect FFO on
          the same basis.  FFO does not represent cash generated from
          operating activities in accordance with generally accepted
          accounting principles and is not necessarily indicative of cash
          available to fund cash needs and should not be considered an
          alternative to net income as an indicator of the Company's
          operating performance or as an alternative to cash flow as a
          measure of liquidity.  Distributable Cash Flow is defined as FFO
          less capital expenditures funded by operations and loan
          amortization payments.  The Company believes that in order to
          facilitate a clear understanding of the consolidated historical
          operating results of the Company, FFO and Distributable Cash Flow
          should be presented in conjunction with net income as presented
          in the consolidated financial statements and data included
          elsewhere in this report.

               FFO and Funds Available for Distribution ("Distributable
          Cash Flow") for the three month period ended March 31, 1998 and
          1997 are summarized in the following table:

<TABLE>
<CAPTION>


                                                      For the three
                                                       months ended
                                                        March 31,
   (In thousands)                                     1998     1997  

   <S>                                              <C>      <C>
   Net income applicable to common shares           $ 3,154  $ 3,854 

   Depreciation on real estate assets
     Wholly owned properties                          4,925    4,071 
     Joint venture properties                           106      120 
   Funds From Operations                              8,185    8,045 
                                                               
   Depreciation - other assets                          192       94 
   Amortization of deferred financing fees              208      175 
   Fixed asset additions                                (68)    (114)
   Fixed asset additions - joint venture properties       -        - 
   Distributable Cash Flow                          $ 8,517  $ 8,200 

   Weighted average shares outstanding               17,074   15,322
</TABLE>

<PAGE> 27


                                       PART II

                                  OTHER INFORMATION

                Except to the extent noted below, the items required in
          Part II are inapplicable or, if applicable, would be answered in
          the negative and have been omitted.

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

                    None

          ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

                    (a)  Exhibits
<TABLE>
<CAPTION>
                                                                            Filed herewith or
                                                                               incorporated
                                                                                 herein by
   Number                              Title                                     reference       

    <S>    <C>                                                            <C>
    2.01   Second Amended and Restated Agreement and Plan of Merger by    Exhibit 2.01 to Form
            and among the Company, MIG Realty Advisors, Inc. ("MIGRA")      8-K filed March 31,
            and the MIGRA stockholders dated as of March ___, 1998              1998.

    2.02   Purchase Agreement by and between MIG REIT/Morgan Place, Inc.  Exhibit 2.02 to Form
            and the Company dated as of January 28, 1998.                   8-K filed March 31,
                                                                            1998

    2.03   Purchase Agreement by and between MIG REIT/Annen Woods, Inc.   Exhibit 2.03 to Form
            and the Company dated as of January 28, 1998                    8-K filed March
                                                                            31,1998

    2.04   Purchase Agreement by and between MIG Peachtree Corporation    Exhibit 2.04  to Form
            and the Company dated as of January 28, 1998                    8-K filed March 31,
                                                                            1998

    2.05   Purchase Agreement by and between MIG Fleetwood, Ltd.  and     Exhibit 2.05  to Form
           the                                                              8-K filed March 31, 
            Company dated as of January 28, 1998.                           1998

    2.06   Purchase Agreement by and between MIG REIT Falls, L.L.C. and   Exhibit 2.06  to Form
            the Company dated as of January 28, 1998.                       8-K filed March 31,
                                                                            1998

    2.07   Purchase Agreement by and between MIG 20th and Campbell        Exhibit 2.07  to Form
            Corporation and the Company dated as of January 28, 1998        8-K filed March 31,
                                                                            1998

    2.08   Purchase Agreement by and between Desert Oasis Corporation     Exhibit 2.08  to Form
            and the Company dated as of January 28, 1998                    8-K filed March 31,
                                                                            1998<PAGE>

    2.09   Purchase Agreement by and between MIG Hampton Corporation      Exhibit 2.09  to Form
            and the Company dated as of January 28, 1998.                   8-K filed March 31,
                                                                            1998

   2.10   Purchase Agreement dated January 28, 1998 between Stonemark    Exhibit 10.01  to
            Apartments II, Inc.,  and the Company                           Form 8-K filed
                                                                            February 17, 1998

   2.11   Purchase Agreement dated January 28, 1998 between MIG Atlanta  Exhibit 10.02  to
            Falls Corp.  and the Company                                    Form 8-K filed
                                                                            February 17, 1998

   2.12   Purchase Agreement dated January 28, 1998 between MIG          Exhibit 10.03  to
            Reflections Inc.  and the Company                               Form 8-K filed
                                                                            February 17, 1998

   3.1    Second Amended and Restated Articles of Incorporation of the   Exhibit 3.1 to
            Company                                                         Form S-11 filed
                                                                            June 30, 1994 (File
                                                                            No. 33-80950 as
                                                                            amended).

   3.2    Code of Regulations of the Company                              Exhibit 3.2 to Form
                                                                            S-11 filed June 30,
                                                                            1994 (File No. 33-
                                                                            80950 as amended).

   4.1    Specimen Stock Certificate                                      Exhibit 3.1 to Form
                                                                            S-11 filed
                                                                            September 2, 1993
                                                                            (File No. 33-68276
                                                                            as amended).

   4.2    Form of Indemnification Agreement                               Exhibit 4.2 to Form
                                                                            S-11 filed
                                                                            September 2, 1993
                                                                            (File No. 33-68276
                                                                            as amended).

   4.3    Promissory Note dated October 23, 1991 from Triangle             Exhibit 4.3 to Form
            Properties Limited Partnership, et. al. in favor of PFL          S-11 filed
            Life Insurance Company; Open End Mortgage from Triangle          September 2, 1993
            Properties Limited Partnership I, et. al., in favor of           (File No. 33-68276
            PFL Life Insurance Company (The Registrant undertakes to         as amended).
            provide additional long-term loan documents upon request).

   4.4    Promissory Note dated February 28, 1994 in the amount of $25      Exhibit 4.4 to Form 
            million.  Open End Mortgage Deed and Security Agreement           10-K filed March 31,
            from AERC to National City Bank (Westchester Townhouse);          1993. 
            Open End Mortgage Deed and Security Agreement from AERC to
            National City Bank (Bay Club); Open End Mortgage Deed and
            Security Agreement from Winchester II Apartments, Inc. to
            National City Bank (Winchester II Apartments); and Open End
            Mortgage Deed and Security Agreement from Portage Towers 
            Apartments, Inc. to National City Bank (Portage Towers
            Apartments).

   4.6   Indenture datead as of March 31, 1995 between Associated Estates    Exhibit 4.6 to Form
           Realty Corporation and National City Bank.                          10-Q filed May 11,
                                                                               1995.

   4.7   $75 Million 8-3/8% Senior Note due April 15, 2000.                  Exhibit 4.7 to Form
                                                                               10-Q filed May 11,
                                                                               1995.

   4.8   Revolving Credit Facility-Second Amended and Restated Credit        Exhibit 4.8 to Form
           Agreement dated September 26, 1995 by and among the Company,        10-Q filed
           as Borrower, and National City Bank, as Agent and the Banks         November 11, 1995.
           identified therein.

   4.8a  Fourth Amendment to Revolving Credit Facility dated March 8, 1996   Exhibit 4.1 to Form
           by and among the Company, as Borrower, and National City Bank,      10-Q filed May 13,
           as Agent, and the banks identified therein.                         1996.

<PAGE> 29
           
   4.8b   Fifth Amendment to Credit Agreement dated November 27, 1996 by     Exhibit 4.8b to Form
            and among the Company, as Borrower, the Banks and Lending          10-K filed March
            Institutions, as Banks, and National City Bank, as Agent.          26, 1997.

   4.8c   Third Amended and Restated Credit Agreement dated November 27,     Exhibit 4.8c to Form
            1997 by and among the Company, as Borrower, the Banks and          10-K filed
            National City Bank, as Agent, and the Banks identified therein.    March 31, 1998. 

   4.8d   Seventh Amendment to Credit Agreement by and among Associated      Exhibit 4.8d to Form
            Estates Realty Corporation, Borrower, National City Bank, as       10-K filed March 31,
            Agent and The Banks identified therein.                            1998.

   4.9    Form of Medium Term Note-Fixed Rate-Senior Security.               Exhibit 4(i) to Form
                                                                               S-3 filed December
                                                                               7, 1995 (File No. 
                                                                               33-80169) as amended.

   4.10   Form of Preferred Share Certificate.                               Exhibit 4.1 to Form
                                                                               8-K filed July 12,
                                                                               1995.

   4.11   Form of Deposit Agreement and Depositary Receipt.                  Exhibit 4.2 to Form 8-K
                                                                               filed July 12, 1995.


   4.12   Ten Million Dollar 7.10% Senior Notes Due 2002.                    Exhibit 4.12 to Form
                                                                               10-K filed March 28,
                                                                               1996.

   10     Associated Estates Realty Corporation Directors Deferred           Exhibit 10 to Form 10-Q
            Compensation Plan.                                                 filed November 14,
                                                                               1996. 

   10.1   Registration Rights Agreement among the Company and certain         Exhibit 10.1 to Form S-11
            holders of the Company's Common Shares.                            filed September 2,
                                                                               1993 (File No. 33-68276
                                                                               as amended).
 
   10.2   Stock Option Plan                                                  Exhibit 10.2 to Form
                                                                               S-11 filed
                                                                               September 2, 1993
                                                                               (File No. 33-68276
                                                                               as amended). 

   10.3   Amended and Restated Employment Agreement between the Company      Exhibit 10.1 to Form
            and Jeffrey I. Friedman.                                           10-Q filed May 13,
                                                                               1996.

   10.4   Equity Based Incentive Compensation Plan.                          Exhibit 10.4 to Form 
                                                                               10-K filed March 29,
                                                                               1995.

   10.5   Long Term Incentive Compensation Plan.                             Exhibit 10.5 to Form
                                                                               10-K filed March 29,
                                                                               1995.

   10.6   Lease Agreement dated November 29, 1990 between Royal American     Exhibit 10.6 to Form
            Management Corporation and Airport Partners Limited                10-K filed March 29,
            Partnership.                                                       1995.

<PAGE> 30


   10.7   Sublease dated February 28, 1994 between the Company as            Exhibit 10.7 to Form
            Sublessee and Progressive Casualty Insurance Company,              10-K filed March 29,
            as Sublessor.                                                      1995.

   10.8   Assignment and Assumption Agreement dated May 17, 1994             Exhibit 10.8 to Form
            between the Company, as Assignee and Airport Partners              10-K filed March 29,
            Limited Partnership, as Assignor.                                  1995.

   10.9   Form of Restricted Share Agreement dated December 6, 1995          Exhibit 10.9 to Form
            by and between the Company and William A. Foley,                   10-K filed March 28,
            Gerald C. McDonough, Frank E. Mosier and Richard T. Schwarz.       1996.

   10.10  Pledge Agreement dated May 23, 1997 between Jeffrey I.             Exhibit 10.01 to Form
            Friedman and the Company.                                          10-Q filed
                                                                               August 8, 1997.

   10.11  Secured Promissory Note dated May 23, 1997 in the amount of        Exhibit 10.02 to Form 10-Q
            $1,671,000 executed by Jeffrey I. Friedman in favor of the         filed August 8, 1997.
            Company.

   10.12  Unsecured Promissory Note dated May 23, 1997 in the amount of      Exhibit 10.03 to Form 10-Q
            $1,671,000 executed by Jeffrey I. Friedman in favor of the         filed August 8, 1997.
            Company.

   10.14  Share Option Agreement dated November 18, 1993 by and between      Exhibit 10.14 to
            the Company and William A. Foley, Gerald C. McDonough,             Form 10-K filed
            Frank E. Mosier and Richard T. Schwarz.                            March 30, 1993.

   27      Financial Data Schedule                                        Exhibit 27 filed
                                                                            herewith.<PAGE>
</TABLE>

   (b)      Reports on Form 8-K

            A Current Report on Form 8-K dated February 3,
            1998 was filed on February 17, 1998 as amended by
            Form 8-K/A-1 dated February 3, 1998 and filed on
            April 8, 1998.  A Current Report on Form 8-K dated
            February 19, 1998 was filed on March 31, 1998. 
          
<PAGE> 31

          SIGNATURES

               Pursuant to the requirements 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.



                                             ASSOCIATED ESTATES REALTY
                                               CORPORATION



          May 12, 1998                       /s/ Dennis W.  Bikun          
          (Date)                             Dennis W. Bikun, Chief
                                               Financial Officer and   
                                               Treasurer