Use these links to rapidly review the documentAIMCO PROPERTIES, L.P. TABLE OF CONTENTS ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2003 AIMCO PROPERTIES, L.P. INDEX TO FINANCIAL STATEMENTS



SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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Form 10-K

|ý                                                                | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934    
|---------------------------------------------------------------- | -------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2003                     
|OR                                                              
|o                                                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                to

Commission File Number 0-24497

AIMCO Properties, L.P.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                                |  | 84-1275621(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado(Address of principal executive offices) |  | 80237(Zip Code)                               

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Registrant's
Telephone Number, Including Area Code:(303) 757-8101Securities Registered Pursuant to Section 12(b) of the
Act:

|Not Applicable(Title of each class to be so registered) |  | Not Applicable(Name of each exchange on which
each class to be registered)
|------------------------------------------------------- |  | --------------------------------------------------------------------------

Securities
registered pursuant to Section 12(g) of the Act:

Partnership Common Units

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 ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

As of February 27, 2004, there were 102,805,809 Partnership Common Units outstanding.

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Documents Incorporated by Reference
None



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AIMCO PROPERTIES, L.P.    TABLE OF CONTENTS    ANNUAL REPORT ON FORM 10-K  For the Fiscal Year Ended December 31, 2003



|Item     |  |                                                                                                                 
|-------- |  | ----------------------------------------------------------------------------------------------------------------
|PART I  
|1.       |  | Business                                                                                                        
|2.       |  | Properties                                                                                                      
|3.       |  | Legal Proceedings                                                                                               
|4.       |  | Submission of Matters to a Vote of Security Holders                                                             
|PART II 
|5.       |  | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|6.       |  | Selected Financial Data                                                                                         
|7.       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                           
|7A.      |  | Quantitative and Qualitative Disclosures About Market Risk                                                      
|8.       |  | Financial Statements and Supplementary Data                                                                     
|9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            
|9A.      |  | Controls and Procedures                                                                                         
|PART III
|10.      |  | Directors and Executive Officers of the Registrant                                                              
|11.      |  | Executive Compensation                                                                                          
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  
|13.      |  | Certain Relationships and Related Transactions                                                                  
|14.      |  | Principal Accountant Fees and Services                                                                          
|PART IV 
|15.      |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                                 

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FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements in certain circumstances. In
addition to historical information, this Annual Report on Form 10-K ("Annual Report") contains or may contain certain information that is forward-looking, including, without
limitation, statements regarding the effect of acquisitions, our future financial performance and the effect of government regulations. When used in this Annual Report, the words "may," "will,"
"expect," "intend," "plan," "believe," "anticipate," "estimate," "continue" or other similar words or expressions are generally intended to identify forward-looking statements. You should not place
undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Annual Report. Actual results may differ materially from those described in the
forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the general level of interest rates; the terms
of governmental regulations that affect us and interpretations of those regulations; the competitive environment in which we operate; financing risks, including the risk that our cash flows from
operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and
competition for tenants in such markets; acquisition and development risks, including failure of such acquisitions to perform in accordance with projections; litigation, including costs associated
with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs that may be incurred due to necessary remediation of contamination of properties
presently owned or previously owned by us. In addition, Aimco's current and continuing qualification as a real estate investment trust involves the application of highly technical and complex
provisions of the Internal Revenue Code and depends on its ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distribution levels and
diversity of stock ownership. Readers should carefully review our financial statements and the notes thereto, as well as the section entitled "Risk Factors" described in Item 1 of this Annual Report
and the other documents we file from time to time with the Securities and Exchange Commission.

PART I

ITEM 1.Business

The Company

AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with its consolidated subsidiaries and other controlled entities, the
Company, was formed on May 16, 1994 to engage in the acquisition, ownership, management and redevelopment of apartment properties. Our securities include Partnership Common Units, or common OP
Units, Partnership Preferred Units, or preferred OP Units, and High Performance Partnership Units, or High Performance Units, which are collectively referred to as "OP Units." Apartment Investment and
Management Company, or Aimco, is the owner of our general partner, AIMCO-GP, Inc., or the General Partner, and special limited partner, AIMCO-LP, Inc., or the
Special Limited Partner. The General Partner and Special Limited Partner hold common OP Units and are the primary holders of outstanding preferred OP Units. "Limited Partners" refers to individuals or
entities that are our limited partners, other than Aimco, the General Partner or the Special Limited Partner, and own common OP Units or preferred OP Units. Generally, after holding the common OP
Units for one year, the Limited Partners have the right to redeem their common OP Units for cash, subject to our prior right to acquire some or all of the common OP Units tendered for redemption in
exchange for shares of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A Common Stock are generally on a one-for-one basis (subject to
antidilution adjustments). Preferred OP Units and High Performance Units may or may not be redeemable based on their respective terms, as provided for in the Third Amended and Restated Agreement of
Limited Partnership of AIMCO Properties, L.P. as amended, or the Partnership Agreement.

On
July 24, 2003, the General Partner amended the Partnership Agreement to provide that the Partnership shall continue until the Partnership is dissolved pursuant to the
provisions of the Partnership Agreement or as otherwise provided by law. Prior to such amendment, the Partnership Agreement provided for the termination of the Partnership in the year 2094.

We,
through our operating divisions and subsidiaries, hold substantially all of Aimco's assets and manage the daily operations of Aimco's business and assets. Aimco is required to
contribute all proceeds from offerings of its securities to us. In addition, substantially all of Aimco's assets must be owned through the Partnership; therefore,

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Aimco
is generally required to contribute all assets acquired to us. In exchange for the contribution of offering proceeds or assets, Aimco receives additional interests in us with similar terms
(e.g., if Aimco contributes proceeds of a preferred stock offering, Aimco (through the General Partner and Special Limited Partner) receives preferred OP Units with terms substantially similar to the
preferred securities issued by Aimco).

Aimco
frequently consummates transactions for our benefit. For legal, tax or other business reasons, Aimco may hold title or ownership of certain assets until they can be transferred to
us. However, we have a controlling financial interest in substantially all of Aimco's assets in the process of transfer to us.

As
of December 31, 2003, we owned or managed a real estate portfolio of 1,629 apartment properties containing 287,560 apartment units located in 47 states, the District of
Columbia and Puerto Rico. Our portfolio includes garden style, mid-rise and high-rise properties and we serve approximately one million residents per year.

We
own an equity interest in, and consolidate the majority of, the properties in our owned real estate portfolio. These properties represent the consolidated real estate holdings in our
financial statements, or consolidated properties. In addition, we have an equity interest in, but do not consolidate, certain properties that are accounted for under the equity method. These
properties represent the investment in unconsolidated real estate partnerships in our financial statements, or unconsolidated properties. Additionally, we manage (both property and asset) but do not
own an equity interest in other properties, although in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or
other fund. The equity holdings and managed properties are as follows as of December 31, 2003:

Total PortfolioProperties

UnitsConsolidated properties

679

174,172Unconsolidated properties

441

62,823Property managed for third parties

96

11,137Asset managed for third parties

413

39,428Total

1,629

287,560


At
December 31, 2003, 103,162,172 common OP Units, 39,446,640 preferred OP Units and 2,379,084 High Performance Units (includes only those units that have met the
required measurement benchmarks and are dilutivesee Note 13 to the consolidated financial statements in Item 8 of this Annual Report) were outstanding.

Since
Aimco's initial public offering in July 1994, we have completed numerous acquisition transactions, expanding our portfolio of owned or managed properties from 132 properties
with 29,343 apartment units to 1,629 properties with 287,560 apartment units as of December 31, 2003. These acquisitions have included purchases of properties and interests in entities that own
or manage properties, as well as corporate mergers.

Except
as the context otherwise requires, "we," "our," "us" and the "Company" refer to the Partnership, and the Partnership's consolidated corporate subsidiaries and consolidated real
estate partnerships, collectively. Except as the context otherwise requires, "Aimco" refers to Aimco and Aimco's consolidated corporate subsidiaries and consolidated real estate partnerships,
collectively. As used herein, and except where the context otherwise requires, "partnership" refers to a limited partnership or a limited liability company and "partner" refers to a limited partner in
a limited partnership or a member in a limited liability company.

Available Information

We do not maintain a website. However, Aimco does, and it makes all of its filings with the Securities and Exchange Commission available free of charge as soon as
reasonably practicable through its website atwww.aimco.com. The information contained on Aimco's website is not incorporated into this Annual Report. We
will furnish copies of the Partnership's filings free of charge upon written request to Aimco's Corporate Secretary.

Financial Information About Industry Segments

We operate in two reportable segments: real estate (owning and operating apartments) and investment management business (providing property management and other
services relating to the apartment business to third parties and affiliates). For further information on these segments and other related information on the various

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components
of our operations, see Note 18 of the consolidated financial statements in Item 8, and Management's Discussion and Analysis in Item 7, of this Annual Report.

Business Overview

Our principal objective is to increase long-term OP unitholder value which we believe results from increasing asset values, increasing operating cash
flows and long-term, predictable Funds From Operations, or FFO (as defined by the National Association of Real Estate Investment Trusts), per common OP Unit, less capital spending for
replacements and enhancements. For a description of the meaning of FFO and its use and limitations as an operating measure, see the discussion titled "Funds From Operations" in Item 7 of this Annual
Report.

We
strive to meet our objectives by focusing on property operations, portfolio management, reinvestment in properties, and by using leverage that is largely long-term,
non-recourse and property specific.

Property Operations: Conventional and Aimco Capital

Our property operations are divided into two business components: conventional and affordable. Our conventional operations, which typically are
market-rate apartments with rents paid by the resident, include 632 properties and 178,397 units. Our affordable operations, which typically are apartments with rents set by a government
agency and frequently subsidized or paid by a government agency, include 488 properties with 58,598 units organized under Aimco Capital.

Our
property operations are characterized by diversification of product, location and price point. We operate a broad range of property types, from suburban garden-style to urban
high-rise properties in 47 states, the District of Columbia and Puerto Rico at a broad range of average monthly rental rates, with most between $500 and $1,200 per month, and reaching as
much as $2,900 per month at some of our premier properties. This geographic diversification insulates us, to some degree, from inevitable downturns in any one market.



Our conventional operations are organized into 15 regional operating centers, or ROCs, each of which is supervised by a Regional Vice President, or RVP. The ROCs
are generally smaller business units with specialized operational, financial and human resource leadership. We seek to improve the operating results from our property operations by, among other
methods, combining centralized financial control and uniform operating procedures with localized property management decision-making and market knowledge. In 2003, we renewed our focus on the ROCs
overseeing our conventional operations. To manage our nationwide portfolio more efficiently and to increase the benefits from our local management expertise, we increased the level of accountability
at the regional operating center level by giving direct responsibility for operations to the RVP with oversight from extensive regular reviews with senior management. To enable the RVPs to focus on
sales and service, we narrowed the ROC mission and provided the ROCs with more resources, better systems, greater focus, and in many cases new leadership. In particular, we hired a dedicated regional
financial officer to support each RVP, by improving financial control and budgeting. We also developed an expanded construction services group to handle all site work beyond routine maintenance, thus
eliminating the need for RVPs to spend time on oversight of construction projects. We improved our corporate-level oversight of conventional property operations by developing better systems,
standardizing business goals, operational measurements and internal reporting, and enhancing financial controls over field operations. We believe that these changes will enable our regional and
community managers to benefit from more organizational clarity, more and better information, and more tools to help them make quicker, better decisions closer to the property and to the customer,
including the areas discussed below.



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Aimco is among the largest owners and operators of affordable properties in the United States. We formed Aimco Capital in 2002 to focus on our affordable housing
properties, the operations of which are most often subsidized by the United States Department of Housing and Urban Development, or HUD, state housing agencies or tax credit financing. Aimco Capital
has organized its property operations and asset management under a management team dedicated to this sector. Aimco Capital operates through four ROCs. Aimco Capital also generates income from asset
management (compliance oversight for its owned and operated affordable portfolio as well as two other large portfolios that are asset managed only) and transactional activity related to its affordable
holdings such as dispositions, tax credit redevelopment and refinancings.

Portfolio Management

Starting in 2003, we began to view our conventional property portfolio in terms of "core" and "non-core" properties. Core properties are those
properties that are located in selected markets, many where population and employment growth are expected to exceed national trends and where we believe that we can become a regionally significant
owner. We categorize core properties among: "preferred markets"which are typically coastal, with high barriers to entry and home prices and median incomes above the national average;
"growth markets"which are typically in sunbelt regions with expectations of above average job growth; and "stable markets"which are located in Midwest areas with limited new
construction but also limited job growth. We intend to hold and improve core properties over the long-term and seek an allocation of properties among the above three categories in order to
reduce volatility of our overall property operations. At December 31, 2003, we had 368 conventional core properties in 46 selected markets. Within our core portfolio, the largest single market
(Washington, D.C.) contributed approximately 13%, and the five largest markets (Washington, D.C., greater Los Angeles, New England, Philadelphia and Chicago) together contributed approximately 43%, to
income before depreciation and interest expense. Non-core properties are those properties located in other markets or in less favored locations within the 46 selected markets, which we
generally intend to hold for investment for the intermediate term. At December 31, 2003, we had 264 conventional non-core properties.

Portfolio
management includes expanding our core portfolio through acquisitions of properties located in selected markets throughout the United States. We specifically seek investments
in a variety of asset qualities and types in the
selected markets at a purchase price below replacement cost. Currently, we acquire properties and property interests primarily in two ways:



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Portfolio
management also includes dispositions of properties located in other markets, properties located in less desirable sub-markets or properties that do not meet our
long-term investment criteria. The sales of non-core properties partially fund our acquisitions. In 2003, we sold 77 non-core properties, generating net cash
proceeds to us, after repayment of existing debt, payment of transaction costs and distributions to limited partners, of $281 million. As of December 31, 2003, we had approximately 75
non-core properties being marketed for sale. In addition, we had approximately 200 affordable properties being marketed for sale.

Reinvestment in Properties

We believe that the physical condition and amenities of our apartment properties are important factors in our ability to maintain and increase rental rates. In
2003, we spent $563 per owned apartment unit for Capital Replacements, which are expenditures required to maintain the related asset, and $17 per owned apartment unit for Capital Enhancements, which
are expenditures that add a new feature or revenue source.

In
addition to upkeep and maintenance of our properties, we focus on the redevelopment of certain properties each year. We believe redevelopment of certain properties in superior
locations provides advantages over ground-up development, enabling us to generate rents comparable to new properties with relatively lower financial risk, in less time and with reduced
delays associated with governmental permits and authorizations. As of December 31, 2003, we had under redevelopment eight conventional properties with 5,187 units (which includes three
properties for which redevelopment activities were complete but the operations of which had not yet stabilized) and two affordable properties with 467 units. During 2003, we completed redevelopment
projects with approximately $73 million in cumulative spending to date, including major projects in Cincinnati, Ohio; Atlanta, Georgia; and Indianapolis, Indiana. Redevelopment expenditures for
five conventional properties with ongoing redevelopment activities will require an estimated total investment (redevelopment spending) of $323 million, of which approximately $48 million
remains to be spent. Our share of the estimated total spending on those five properties is $243 million of which approximately $31 million remains to be spent. In 2003, our specialized
redevelopment team was expanded to include a Construction Services Group to oversee both major capital replacement and redevelopment projects. These experts include engineers,
architects and construction managers. In 2004, we plan to commence as many as 40 redevelopments with spending per project in the $2 million to $10 million range.

Our Taxation

We are treated as a "pass-through" entity for Federal income tax purposes and are not subject to Federal income taxation. Each of our partners,
however, is subject to tax on his allocable share of partnership tax items, including partnership income, gains, losses, deductions and credits, or Partnership Tax Items, for each taxable year during
which he is a partner, regardless of whether he receives any actual distributions of cash or other property from us during the taxable year. Generally, the characterization of any particular
Partnership Tax Item is determined by us, rather than at the partner level, and the amount of a partner's allocable share of such item is governed by the terms of the Partnership Agreement. The
General Partner is our "tax matters partner" for Federal income tax purposes. The tax matters partner is authorized, but not required, to take certain actions on behalf of us with respect to tax
matters.

Taxation of Aimco

Aimco has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, commencing with its taxable year ended
December 31, 1994, and intends to continue to operate in such a manner. Aimco's current and continuing qualification as a REIT depends on its ability to meet the various requirements imposed by
the Code, through actual operating results, distribution levels and diversity of stock ownership. If Aimco qualifies for taxation as a REIT, it will generally not be subject to United States Federal
corporate income tax on its net income that is currently distributed to stockholders. This treatment substantially eliminates the "double taxation" (at the corporate and stockholder levels) that
generally results from investment in a corporation.

Even
if Aimco qualifies as a REIT, it may be subject to United States Federal income and excise taxes in various situations, such as on its undistributed income. Aimco also will be
required to pay 100% tax on non-arms length transactions between it and a TRS (described below) and on any net income from sales of property that the Internal Revenue Service, or IRS,
successfully asserts was property held for sale to customers in the ordinary course. Aimco

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and
its stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which it or they transact business or reside. Any taxes imposed on Aimco
would reduce our operating cash flow. The state and local tax treatment that Aimco and its stockholders receive may not conform to the United States Federal income tax treatment.

Certain
of Aimco's operations (property management, asset management, risk, etc.) are conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a
C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. Aimco uses the TRS format to facilitate its ability to offer certain
services and activities to its residents that are not generally considered as qualifying REIT activities.

Competition

In attracting and retaining residents to occupy our properties we compete with numerous other housing alternatives. Our properties compete directly with other
rental apartments, as well as with condominiums and single-family homes that are available for rent or purchase in the markets in which our properties are located. Principal factors of competition
include rent charged, attractiveness of the location and property and quality and breadth of services. The number of competitive properties in a particular area has a material effect on our ability to
lease apartment units at our properties and on the rents we charge. Additionally, we compete with other real estate investors, including other apartment REITs, pension and investment funds,
partnerships and investment companies in acquiring, redeveloping and managing apartment properties. This affects our ability to acquire properties we want to add to our portfolios and the price that
we pay in such acquisitions.

Regulation

General

Apartment properties are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools,
activity centers and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other
conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which would adversely affect our cash flows
from operating activities. In addition, future enactment of rent control or rent stabilization laws or other laws regulating multifamily housing may reduce rental revenue or increase operating costs
in particular markets.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain
hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous
substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance
affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, the presence of hazardous substances on a property could result in
claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances
through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability
whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of properties, we could potentially be
liable for environmental liabilities or costs associated with our properties or properties we acquire or manage in the future.

We
are aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have
resulted in substantial monetary judgments or
settlements. Aimco has been named as a defendant in lawsuits that have alleged personal injury as a result of the presence of mold. Prior to March 31, 2002, we generally were insured against
claims arising from the presence of mold due to water intrusion. However, since March 31, 2002, our insurance coverage for property damage loss claims arising from the presence of mold has
become more limited and generally includes only limited coverage for catastrophic property damage due to mold. In addition, since December 31, 2002, our insurance coverage for personal injury
claims related to mold exposure has also become more limited.

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We
have implemented a national policy and procedures to prevent or eliminate mold from our properties. Our policy and procedures are based on guidelines established by various Federal,
state and local bodies. We believe that our measures will eliminate, or at least minimize, the effects that mold could have on our residents. To date, we have not incurred any material costs or
liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change we can make no assurance that liabilities resulting from
the presence of or exposure to mold will not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

Insurance

We believe that our insurance coverages adequately insure our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood and
other perils. Beginning in March 2004, for property insurance at our conventional properties, we have a retention of $250,000. Third party insurance covers losses in excess of our $250,000
retention up to a limit of $350 million. Also, if a specific covered loss in our conventional portfolio exceeds $2.75 million, we have an annual aggregate retention of $2 million,
and third party insurance covers losses in excess of that $2 million retention, again up to a limit of $350 million. With respect to property insurance at our affordable properties, each
property has a deductible of $25,000 per loss. Third party insurance covers losses in excess of that deductible, subject to the same annual aggregate retention of $2 million as described above,
but for losses above $2.5 million, and up to a limit of $350 million. In addition, beginning in 2004, we have self-insured retentions for workers' compensation and general
liability coverage of $500,000 each per incident. Third party insurance covers losses in excess of our $500,000 retention. We have established loss prevention, loss mitigation, claim handling,
litigation management, and loss reserving procedures to manage our exposure.

Employees

We currently have approximately 7,300 employees, of which approximately 6,300 are at the property level, performing various on-site functions, with the
balance managing corporate and regional operations, including investment and debt transactions, legal, financial reporting, accounting, information systems, human resources and other support
functions. Unions represent fewer than 200 of our employees. We have never experienced a work stoppage and believe we maintain satisfactory relations with our employees.

Risk Factors

The risk factors noted in this section and other factors noted throughout this Annual Report, describe certain risks and uncertainties that could cause our actual
results to differ materially from those contained in any forward-looking statement.

Changes in the real estate market may limit our ability to generate Funds From Operations.

Our
ability to make payments to our investors depends on our ability to generate Funds From Operations in excess of required debt payments and capital expenditure requirements. Funds
From Operations and the value of our properties may be adversely affected by events or conditions beyond our control, including:



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If we are not able successfully to acquire, operate, redevelop and expand properties, our growth and results of operations will be adversely
affected.

The
selective acquisition, redevelopment and expansion of properties are one component of our growth strategy. However, we may not be able to complete successfully transactions in the
future. Although we seek to acquire, operate, redevelop and expand properties only when such activities increase our net income on a per unit basis, such transactions may fail to perform in accordance
with our expectations. When we redevelop or expand properties, we are subject to the risks that:



We may have difficulty integrating any acquired businesses or properties.

We
have grown rapidly. Since Aimco's initial public offering in July 1994, we have completed numerous acquisition transactions, expanding our portfolio of owned or managed
properties from 132 properties with 29,343 apartment units to 1,629 properties with 287,560 apartment units as of December 31, 2003. These acquisitions have included purchases of properties and
interests in entities that own or manage properties, as well as corporate mergers. Our ability to integrate successfully acquired businesses and properties depends, among other things, on our ability
to:



We
can provide no assurance that we will be able to accomplish these goals and successfully integrate any acquired businesses or properties. If we fail to integrate successfully such
businesses, our results of operations could be adversely affected.

We may be subject to litigation associated with partnership acquisitions that could increase our expenses and prevent completion of beneficial
transactions.

We
have engaged in, and intend to continue to engage in, the selective acquisition of interests in partnerships that own apartment properties. In some cases, we have acquired the general
partner of a partnership and then made an offer to acquire the limited partners' interests in the partnership. In these transactions, we may be subject to litigation based on claims that we, as the
general partner, have breached our fiduciary duty to our limited partners or that the transaction violates the relevant partnership agreement or state law. Although we intend to comply with our
fiduciary obligations and the relevant partnership agreements, we may incur additional costs in connection with the defense or settlement of this type of litigation. In some cases, this type of
litigation may adversely affect our desire to proceed with, or our ability to complete, a particular transaction. Any litigation of this type could also have a material adverse effect on our financial
condition or results of operations.

Our existing and future debt financing could render us unable to operate, result in foreclosure on our properties or prevent us from making distributions on our
equity.

Our
strategy is generally to incur debt to increase the return on our equity while maintaining acceptable interest coverage ratios. We seek to maintain a ratio of free cash flow to
combined interest expense and preferred OP Unit distributions of greater than 2:1 and to match debt maturities to the character of the assets financed. For the year ended December 31, 2003,
however, we had a ratio of free cash flow to combined interest expense and preferred OP Unit distributions of 1.5:1, and this ratio in prior periods has also deviated from our goal. In addition, the
General Partner could change this strategy at any time and increase our leverage. Our organizational documents do not limit the amount of debt that we may incur, and we have significant amounts of
debt outstanding. Payments of principal and interest may leave us with insufficient cash resources to operate our properties or pay distributions required to be paid in order to maintain Aimco's
qualification as a REIT. We are also subject to the risk that our cash flow from

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operations
will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as
favorable as the terms of existing indebtedness. If we fail to make required payments of principal and interest on any debt, our lenders could foreclose on the properties securing such debt, which
would result in loss of income and asset value to us. As of December 31, 2003, substantially all of the properties that we owned or controlled were encumbered by debt.

Increases in interest rates would increase our interest expense.

As
of December 31, 2003, we had approximately $1,599.0 million of variable-rate indebtedness outstanding. Based on this level of debt, an increase in interest
rates of 1% would result in our income and cash flows being reduced by $16.0 million on an annual basis and could reduce our ability to service our indebtedness and make distributions. Of the
total debt subject to variable interest rates, floating rate tax-exempt bond financing was $817.5 million. Floating rate tax-exempt bond financing is benchmarked against
the Bond Market Association Municipal Swap Index, or the BMA Index, which since 1981 has averaged 54.0% of the 10-year Treasury Yield. If this relationship continues, an increase in
interest rates of 1% (0.54% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by $11.2 million on an annual basis.

Covenant restrictions may limit our ability to make payments to our investors.

Some
of our debt and other securities contain covenants that restrict our ability to make distributions or other payments to our investors unless certain financial tests or other
criteria are satisfied. Our revolving credit facility and term loans provide that we may make distributions to our investors during any 12-month period in an aggregate amount that does not
exceed the greater of 90% of our Funds From Operations for such period or such amount as may be necessary for Aimco to maintain its REIT status. Pursuant to the amendments of our credit facilities,
effective September 2003, the credit facilities prohibit all distributions (as defined in the credit facilities) if certain financial covenants are not satisfied.

Our
outstanding classes of preferred OP Units prohibit the payment of distributions on our common OP Units if we fail to pay the distributions to which the holders of the preferred OP
Units are entitled. In addition, our 61/2% convertible debentures prohibit the payment of distributions on our OP Units if we elect to defer payments of interest on these convertible
debentures, which we may have the right to do for up to 60 months. If we are unable to pay distributions on our common OP Units, Aimco may fail to qualify as a REIT. This would subject Aimco to
corporate taxation and reduce our ability to make distributions to our investors.

We depend on distributions and other payments from our subsidiaries that they may be prohibited from making to us.

We
depend on distributions and other payments from our subsidiaries in order to satisfy our financial obligations and make payments to our investors. The ability of our subsidiaries to
make such distributions and other payments depends on their earnings and may be subject to statutory or contractual limitations. As an equity investor in our subsidiaries, our right to receive assets
upon their liquidation or reorganization will be effectively subordinated to the claims of their creditors. To the extent that we are recognized as a creditor of such subsidiaries, our claims may
still be subordinate to any security interest in or other lien on their assets and to any of their debt or other obligations that are senior to our claims.

Laws benefiting disabled persons may result in our incurrence of unanticipated expenses.

Under
the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by
disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. These and
other Federal, state and local laws may require modifications to our properties, or restrict renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an
award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe
that our properties are substantially in compliance with present requirements, we may incur unanticipated expenses to comply with the ADA and the FHAA.

10

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Affordable housing regulations may limit rent increases at some of our properties, reducing our revenue and, in some cases, causing us to sell properties that we
might otherwise continue to own.

As
of December 31, 2003, we owned an equity interest in 488 properties and managed for third parties and affiliates 474 properties that benefit from governmental programs intended
to provide housing to people with low or moderate incomes. These programs, which are usually administered by HUD or state housing finance agencies, typically provide mortgage insurance, favorable
financing terms or rental assistance payments to the property owners. As a condition of the receipt of assistance under these programs, the properties must comply with various requirements, which
typically limit rents to pre-approved amounts. If permitted rents on a property are insufficient to cover costs, a sale of the property may become necessary, which could result in a loss
of management fee revenue. We usually need to obtain the approval of HUD in order to manage, or acquire a significant interest in, a HUD-assisted property. We may not always receive such
approval.

We depend on our senior management

Our
success depends upon the retention of our senior management, including Terry Considine, Aimco's chief executive officer. We cannot assure you that we would be able to find qualified
replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could have a
material adverse effect on our business, financial condition and results of operations. We do not currently maintain key-man life insurance for any of our employees. The loss of any member
of senior management could adversely affect our ability to pursue effectively our business strategy.

As a REIT, Aimco is subject to substantial risks related to its compliance with the tax laws.

Aimco
May Fail to Qualify as a REIT. Aimco believes that it operates in a manner that enables it to meet the requirements for qualification as a REIT for Federal income tax purposes;
however, future economic, market, legal, tax or other considerations may cause it to fail to qualify as a REIT, or its board of directors may determine to revoke its REIT status. If Aimco fails to
qualify, or revokes its status, as a REIT, Aimco will not be allowed a deduction for dividends paid to its stockholders in computing its taxable income, and Aimco will be subject to Federal income tax
at regular corporate rates. This would substantially reduce the funds available for payment to Aimco's investors.

In
addition, Aimco's failure to qualify as a REIT would trigger the following consequences:



REIT
Distribution Requirements Limit Aimco's Available Cash. As a REIT, Aimco is subject to annual distribution requirements, which limit the amount of cash it has available for other
business purposes, including amounts to fund its growth.

Legislative
or Other Actions Affecting REITs Could Have a Negative Impact on Aimco. The rules dealing with Federal income taxation are constantly under review by persons involved in the
legislative process and by the IRS and the United States Treasury Department. Changes to the tax laws, which may have retroactive application, could adversely affect Aimco's investors. Aimco cannot
predict how changes in the tax law might affect it or its investors. For example, under recently enacted legislation effective January 1, 2001, if any of Aimco's taxable REIT subsidiaries were
deemed to operate or manage a health care or lodging facility, Aimco would fail to qualify as a REIT. While Aimco believes that, since January 1, 2001, none of its taxable REIT subsidiaries
have operated or managed any health care or lodging facilities, the statute provides little guidance as to the definition of a health care or lodging facility. Accordingly, Aimco cannot assure that
the IRS will not contend that any of its taxable REIT subsidiaries operate or manage a health care or lodging facility, resulting in its disqualification as a REIT.

The FBI has issued alerts regarding potential terrorist threats involving apartment buildingsa risk for which we are only partially
insured.

On
May 6, 2002 and February 7, 2003, the Federal Bureau of Investigation and the United States Department of Homeland Security issued alerts regarding potential terrorist
threats involving apartment buildings. Threats of future

11

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terrorist
attacks, such as those announced by the FBI and the Department of Homeland Security, could have a negative effect on rent and occupancy levels at our properties. The effect that future
terrorist activities or threats of such activities could have on our business is uncertain and unpredictable. If we incur a loss at a property as a result of an act of terrorism, we could lose all or
a portion of the capital we have invested in the property, as well as the future revenue from the property. The enactment by the United States Congress of the Terrorism Risk Insurance Act, or TRIA,
resulted in terrorism coverage exclusions being invalidated and quotes at each policy renewal have been offered. Prior to the enactment of TRIA, and because we have a highly diversified and
geographically dispersed portfolio of residential properties, our lenders generally had not required us to purchase terrorism insurance. However, since the enactment of TRIA and increased scrutiny of
lenders regarding terrorism exposure, we have sometimes been required to purchase terrorism insurance. In all cases, we have purchased insurance that exceeds the minimum requirements of our lenders.
Currently, these costs have not had a negative effect on our consolidated financial condition or results of operations taken as a whole.

The market place for insurance coverage is uncertain and in some cases insurance is becoming more expensive and more difficult to obtain.

The
current insurance market is characterized by volatility with respect to premiums, deductible and coverage. For certain types of coverage, such as property coverage, we are currently
experiencing declining premiums. For other types of coverage, however, such as liability and executive coverage, we continue to experience rising premiums, higher deductibles, and more restrictive
coverage language. Although we make use of many alternative methods of risk financing that enable us to insulate ourselves to some degree from variations in coverage language and cost, sustained
deterioration in insurance marketplace conditions may have a negative effect on our operating results.

Limits on ownership of Aimco's shares in Aimco's charter may result in the loss of economic and voting rights by purchasers that violate share
limits.

Aimco's
charter limits ownership of its common stock by any single stockholder to 8.7% of the outstanding shares, or 15% in the case of certain pension trusts, registered investment
companies and Mr. Considine. The charter also limits ownership of Aimco's common stock and preferred stock by any single stockholder to 8.7% of the value of the outstanding common stock and
preferred stock, or 15% in the case of certain pension trusts, registered investment companies and Mr. Considine. The charter also prohibits anyone from buying shares if the purchase would
result in Aimco losing its REIT status. This could happen if a share transaction results in fewer than 100 persons owning all of Aimco's shares or results in five or fewer persons, applying certain
attribution rules of the Code, owning 50% or more of the value of all of Aimco's shares. If anyone acquires shares in excess of the ownership limit or in violation of the ownership requirements of the
Code for REITs:



Aimco
may purchase the shares held in trust at a price equal to the lesser of the price paid by the transferee of the shares or the then current market price. If the trust transfers any
of the shares, the affected person will receive the lesser of the price paid for the shares or the then current market price. An individual who acquires shares that violate the above rules bears the
risk that the individual:



12

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Aimco's charter and Maryland law may limit the ability of a third party to acquire control of Aimco.

Ownership Limit.    The 8.7% ownership limit discussed above may have the effect of precluding acquisition of control of Aimco by
a third party without the consent of Aimco's board of directors.

Preferred Stock.    Aimco's charter authorizes its board of directors to issue up to 510,587,500 shares of capital stock. As of
December 31, 2003, 444,962,738 shares were classified as Aimco Class A Common Stock and 65,624,762 shares were classified as preferred stock. Under Aimco's charter, its board of
directors has the authority to classify and reclassify any of Aimco's unissued shares of capital stock into shares of preferred stock with such preferences, rights, powers and restrictions as Aimco's
board of directors may determine. The authorization and issuance of preferred stock could have the effect of delaying or preventing someone from taking control of Aimco, even if a change in control
were in stockholders' best interests.

Maryland Business Statutes.    As a Maryland corporation, Aimco is subject to various Maryland laws that may have the effect of
discouraging offers to acquire Aimco and of increasing the difficulty of consummating any such offers, even if Aimco's acquisition would be in the best interests of Limited Partners. The Maryland
General Corporation Law restricts mergers and other business combination transactions between Aimco and any person who acquires beneficial ownership of shares of Aimco's stock representing 10% or more
of the voting power without Aimco's board of directors' prior approval. Any such business combination transaction could not be completed until five years after the person acquired such voting power,
and generally only with the approval of stockholders representing 80% of all votes entitled to be cast and 662/3% of the votes entitled to be cast, excluding the interested stockholder,
or upon payment of a fair price. Maryland law also provides generally that a person who acquires shares of Aimco stock that represent 10% or more of the voting power in electing directors will have no
voting rights unless approved by a vote of two-thirds of the shares eligible to vote, excluding the control shares. Maryland law provides, among other things, that the board of directors
has broad discretion in adopting stockholders' rights plans and has the sole power to fix the record date, time and place for special meetings of the stockholders. In addition, Maryland law provides
that corporations that:



may
elect in their charter or bylaws or by resolution of the board of directors to be subject to all or part of a special subtitle that provides that:



To
date, Aimco has not made any of the elections described above.

Other

On
February 26, 2004, Aimco announced that, as part of its previously stated plan to hire a chief operating officer, effective April 1, 2004, Peter Kompaniez, Aimco's
president and vice chairman will relinquish the title of president. Mr. Kompaniez will continue in the role of vice chairman of Aimco's board of directors and will serve Aimco on a variety of
special and ongoing projects in an operating role. We have initiated a search process for a chief operating officer, which we expect to complete no later than year-end. Pending that
appointment, Mr. Considine will serve as Aimco's president, in addition to his continued duties as Aimco's chairman and chief executive officer.

13

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ITEM 2.Properties

Our properties are located in 47 states, the District of Columbia and Puerto Rico. Conventional properties are operated through 15 regional operating centers.
Affordable property operations are managed through Aimco Capital and are operated through four regional operating centers. The following table sets forth information on all of our property operations
as of December 31, 2003:

|Regional Operating Center          |                                      | Number of Properties |     | Number of Units
|---------------------------------- | ------------------------------------ | -------------------- | --- | ---------------
|
|Atlanta, GA                        |                                      | 37                   |     | 10,826         
|Boston, MA                         |                                      | 14                   |     | 5,385          
|Chicago, IL                        |                                      | 42                   |     | 11,255         
|Columbia, SC                       |                                      | 67                   |     | 15,875         
|Dallas, TX                         |                                      | 67                   |     | 15,707         
|Denver, CO                         |                                      | 34                   |     | 7,572          
|Houston, TX                        |                                      | 37                   |     | 9,776          
|Indianapolis, IN                   |                                      | 46                   |     | 13,131         
|Los Angeles, CA                    |                                      | 44                   |     | 12,193         
|Michigan                           |                                      | 58                   |     | 16,629         
|Philadelphia, PA                   |                                      | 17                   |     | 7,681          
|Phoenix, AZ                        |                                      | 42                   |     | 11,388         
|Rockville, MD                      |                                      | 39                   |     | 14,502         
|South Florida                      |                                      | 17                   |     | 6,507          
|Tampa/Orlando, FL                  |                                      | 59                   |     | 16,102         
|                                   |                                      |                      |     |                
|                                   | Total conventional owned and managed |                      | 620 |                
|                                   |                                      |                      |     |                
|
|Midwest                            |                                      | 102                  |     | 14,067         
|Northeast                          |                                      | 132                  |     | 19,023         
|Southeast                          |                                      | 116                  |     | 11,472         
|West                               |                                      | 100                  |     | 9,647          
|                                   |                                      |                      |     |                
|                                   | Total affordable owned and managed   |                      | 450 |                
|                                   |                                      |                      |     |                
|Owned but not managed              |                                      | 50                   |     | 8,257          
|Property managed for third parties |                                      | 96                   |     | 11,137         
|Asset managed for third parties    |                                      | 413                  |     | 39,428         
|                                   |                                      |                      |     |                
|Total                              |                                      | 1,629                |     | 287,560        
|                                   |                                      |                      |     |                

At
December 31, 2003, we owned an equity interest in and consolidated 679 properties containing 174,172 apartment units, which we refer to as "consolidated." These
consolidated properties contain, on average, 259 apartment units, with the largest property containing 2,899 apartment units. These properties offer residents a range of amenities, including swimming
pools, clubhouses, spas, fitness centers, tennis courts and saunas. Many of the apartment units offer design and appliance features such as vaulted ceilings, fireplaces, washer and dryer
hook-ups, cable television, balconies and patios. Additional information on our consolidated properties is contained in "Schedule III, Real Estate and Accumulated Depreciation" in
this Annual Report. At December 31, 2003, we held an equity interest in and did not consolidate 441 properties containing 62,823 apartment units, which we refer to as "unconsolidated." In
addition, we provided property management services for third parties owning 96 properties containing 11,137 apartment units, and asset management services for third parties owning 413 properties
containing 39,428 apartment units, although in certain cases we may indirectly own generally less than one percent of the operations of such properties through a partnership syndication or other fund.

Substantially
all of our consolidated properties are encumbered by mortgage indebtedness. At December 31, 2003, our consolidated properties were encumbered by aggregate mortgage
indebtedness totaling $5,648.9 million. Such mortgage indebtedness was secured by 657 properties with a combined net book value of $8,687.1 million, having an aggregate weighted average
interest rate of 6.11%, not including $40.7 million of mortgage indebtedness included within liabilities related to assets held for sale. As of December 31, 2003, we had a total of 45
mortgage

14

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loans,
with an aggregate principal balance outstanding of $548.3 million, that were each secured by property and cross-collateralized with certain other mortgage loans. See Note 6 of
the consolidated financial statements in Item 8 of this Annual Report for additional information about our indebtedness.

ITEM 3.Legal Proceedings

See the information under the caption "Legal" in Note 9 of the consolidated financial statements in Item 8 of this Annual Report for information regarding
legal proceedings, which information is incorporated by reference in this Item 3.

ITEM 4.Submission of Matters to a Vote of Security Holders

None.

15

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PART II

ITEM 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no public market for the OP Units, and we do not intend to list the OP Units on any securities exchange. In addition, the Partnership Agreement restricts
the transferability of OP Units. The following table sets forth the cash distributions declared per common OP Unit in each quarterly period during the two years ended December 31, 2003 and
2002:

Year Ended
December 31,2003

20021st Quarter

$
0.82

$
0.822nd Quarter


0.82


0.823rd Quarter


0.60


0.824th Quarter


0.60


0.82


On
February 27, 2004, there were 102,805,809 common OP Units outstanding, held by approximately 2,995 unitholders of record.

During
2003, we completed tender offers for limited partnership interests resulting in the issuance of approximately 23,000 common OP Units and issued 88,792 common OP Units, valued at
$3.5 million, in connection with the acquisition of a property in Miami, Florida. Each of these transactions was exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) thereof or Regulation D thereunder.

During
the year ended December 31, 2003, we issued to Aimco, in exchange for cash and the conversion of Class Eleven Partnership Preferred Units, 4,000,000 Class S
Partnership Preferred Units. We also issued to Aimco, in exchange for cash, 6,000,000 Class T Partnership Preferred Units. All the proceeds were used to repay indebtedness or for general
corporate purposes. Each of these transactions was also exempt from registration under the Securities Act, pursuant to Section 4(2) thereof or Regulation D thereunder. Additionally,
Aimco accepted approximately 532,000 shares of Aimco Class A Common Stock as payment in full of a $25 million obligation pursuant to the terms of the settlement agreement associated with
the REAL Litigation (as defined and described in Note 9 of the consolidated financial statements in Item 8 of this Annual Report). Concurrently, we received 532,000 common OP Units from Aimco.

See
Note 22 of the consolidated financial statements in Item 8 of this Annual Report for information on Aimco Class A Common Stock repurchased, and the concurrent
repurchase of common OP Units from Aimco, subsequent to the year ended December 31, 2003.

Additional
information required by this item is presented under the caption "Securities Authorized for Issuance Under Equity Compensation Plans" in Item 12 of this Annual Report.

16

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ITEM 6.Selected Financial Data

The following selected financial data is based on our audited historical financial statements. This information should be read in conjunction with such financial
statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein or in previous filings with the Securities and
Exchange Commission.

|                                                                         |                                                                           | For the Year Ended December 31, |           
|------------------------------------------------------------------------ | ------------------------------------------------------------------------- | ------------------------------- | ----------
|
|
|OPERATING DATA:                                                          |                                                                           |                                 |           
|Rental and other property revenues                                       |                                                                           | $                               | 1,445,796 
|Property operating expenses                                              |                                                                           |                                 | (642,697  
|Management fees and other income primarily from affiliates               |                                                                           |                                 | 70,487    
|Management and other expenses                                            |                                                                           |                                 | (50,574   
|Depreciation of rental property                                          |                                                                           |                                 | (328,379  
|General and administrative expenses                                      |                                                                           |                                 | (28,815   
|Operating income                                                         |                                                                           |                                 | 456,933   
|Interest and other income                                                |                                                                           |                                 | 26,397    
|Interest expense                                                         |                                                                           |                                 | (372,746  
|Deficit distributions to minority partners                               |                                                                           |                                 | (22,672   
|Impairment loss on investment in unconsolidated real estate partnerships |                                                                           |                                 | (4,122    
|Gain (loss) on dispositions of real estate                               |                                                                           |                                 | 3,178     
|Income from continuing operations                                        |                                                                           |                                 | 78,490    
|Income from discontinued operations, net                                 |                                                                           |                                 | 99,378    
|Net income                                                               |                                                                           |                                 | 177,868   
|Net income attributable to preferred unitholders                         |                                                                           |                                 | 103,626   
|Net income attributable to common unitholders                            |                                                                           |                                 | 74,242    
|OTHER INFORMATION:                                                       |                                                                           |                                 |           
|Total consolidated properties (end of period)                            |                                                                           |                                 | 679       
|Total consolidated apartment units (end of period)                       |                                                                           |                                 | 174,172   
|Total unconsolidated properties (end of period)                          |                                                                           |                                 | 441       
|Total unconsolidated apartment units (end of period)                     |                                                                           |                                 | 62,823    
|Units managed for others (end of period)(2)                              |                                                                           |                                 | 50,565    
|Earnings (loss) per common unitbasic:                                   |                                                                           |                                 |           
|                                                                         | Income (loss) from continuing operations (net of preferred distributions) |                                 | $         
|                                                                         | Net income attributable to common unitholders                             |                                 | $         
|Earnings (loss) per common unitdiluted:                                 |                                                                           |                                 |           
|                                                                         | Income (loss) from continuing operations (net of preferred distributions) |                                 | $         
|                                                                         | Net income attributable to common unitholders                             |                                 | $         
|Distributions declared per common unit                                   |                                                                           | $                               | 2.84      
|BALANCE SHEET INFORMATION:                                               |                                                                           |                                 |           
|Real estate, net of accumulated depreciation                             |                                                                           | $                               | 8,753,771 
|Total assets                                                             |                                                                           |                                 | 10,124,617
|Total indebtedness                                                       |                                                                           |                                 | 6,197,907 
|Partners' Capital                                                        |                                                                           |                                 | 3,174,815 

---

17

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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We are engaged in the ownership, acquisition, management and redevelopment of apartment properties. Our property operations are characterized by diversification of
product, location and price point. As of December 31, 2003, we owned or managed a real estate portfolio of 1,629 apartment properties containing 287,560 units located in 47 states, the District
of Columbia and Puerto Rico. Our primary sources of income and cash are rents associated with apartment leases.

The
key financial indicators that we use in managing our business and in evaluating our financial condition and operating performance are: Funds From Operations, or FFO, less spending
for Capital Replacements and Capital Enhancements; same store property operating results; net operating income less spending for Capital Replacements and Capital Enhancements, or Free Cash Flow;
financial coverage ratios; and leverage as shown on our balance sheet. These terms are defined and described in the sections captioned "Funds From Operations" and "Capital Expenditures" below. The key
macro-economic factors and non-financial indicators that affect our financial condition and operating performance are: rates of job growth; unemployment rates; single-family and
multifamily starts; and interest rates.

Because
our operating results depend primarily on income from our properties, the supply and demand for apartments substantially influences our results. Additionally, the level of
expenses required to operate and maintain our properties and the pace and price at which we redevelop, acquire and dispose of our apartment properties can affect our operating results. Our cost of
capital is affected by the conditions in the capital and credit markets and the terms which we negotiate for our equity and debt financings.

We
have grown rapidly over the past decade, and during the past three years our growth has moderated. In 2003, the apartment industry continued to face a challenging operating
environmentunemployment, job growth at a pace slower than anticipated, low interest rates and an abundant supply of housing alternatives. In addition, we experienced greater difficulty as
compared to our peers because our property operating systems and structure were not as effective as our peers in meeting the challenges presented by the apartment markets.

We
are adjusting our business strategies to compete successfully in challenging times and to be ready to maximize our opportunities as the economy improves. We are focused on improving
our conventional property operations, which are conducted through 15 regional operating centers, or ROCs. This structure provides us with the opportunity to keep decision-making close to the customers
we serve and the properties we maintain. We are focused on providing our ROCs with more resources and better systems and reducing employee turnover. We are standardizing numerous processes, including
such items as price setting and resident selection. Our focus on resident selection is designed to make our communities more desirable places to live and work, which will result in better financial
performance due to higher and more stable occupancy levels, increased pricing power and reduced costs.

We
were highly focused throughout 2003 in addressing property operations and those efforts will continue throughout 2004. In addition, we will continue to seek opportunities to reinvest
in our properties through redevelopment and to manage our portfolio through property sales and acquisitions.

The
following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements incorporated by reference in
Item 8 of this Annual Report.

Results of Operations

Overview



We recognized net income attributable to common unitholders of $74.2 million for the year ended December 31, 2003, compared with $98.6 million
for the year ended December 31, 2002, a decrease of $24.4 million, or 24.7%. This decrease was principally due to:



18

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These
decreases were partially offset by:



We recognized net income attributable to common unitholders of $98.6 million for the year ended December 31, 2002, compared with $20.9 million
for the year ended December 31, 2001, an increase of $77.7 million. This increase was principally due to:



These
increases were partially offset by:



The
following paragraphs discuss these and other items affecting our results of operations in more detail.

Rental Property Operations

Our net income is primarily generated from the operations of our consolidated properties. The principal components within our total consolidated property
operations are as follows:



19

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The
following table summarizes the overall performance of our consolidated properties for the years ended December 31, 2003, 2002 and 2001 (in thousands):

Year Ended December 31,2003

2002

2001Rental and other property revenues

$
1,445,796

$
1,292,352

$
1,123,325Property operating expenses


642,697


515,363


428,400Net operating income

$
803,099

$
776,989

$
694,925


The
following table shows the components of consolidated property net operating income for the years ended December 31, 2003, 2002 and 2001 (in thousands):

Year Ended December 31,2003

2002

2001Consolidated same store properties

$
565,721

$
640,066

$
684,456Acquisition properties


139,429


94,789


2,171Newly consolidated properties


95,458


42,837


4,140Affordable properties


7,777


7,292


8,977Redevelopment properties


15,733


14,578


20,231Other properties


4,641


2,983


4,141Partnership expenses


(9,993
)

(9,614
)

(8,147
)Property management expenses


(18,946
)

(15,942
)

(21,044
)Other


3,279





Total

$
803,099

$
776,989

$
694,925


20

---

During
2003 as compared to 2002, net operating income for our consolidated property operations increased by $26.1 million, or 3.4%. This increase was principally
due to $52.6 million and $44.6 million related to operations of newly consolidated properties and operations of acquisition properties, respectively. This was offset by a
$74.3 million, or 11.6%, decrease in consolidated same store net operating income. See further discussion of same store results under the heading "Conventional Same Store Property Operating
Results."

During
2002 as compared to 2001, net operating income for our consolidated property operations increased by $82.1 million, or 11.8%. This increase was principally due to
$92.6 million and $38.7 million related to operations of acquisition properties and operations of newly consolidated properties, respectively. This was offset by a $44.4 million,
or 6.5%, decrease in consolidated same store net operating income. See further discussion of same store results under the heading "Conventional Same Store Property Operating Results."

Conventional Same Store Property Operating Results

Same store operating results is a key indicator we use to assess the performance of our property operations and to understand the period over period operations of
a consistent portfolio of properties. We define "same store" properties as conventional properties in which our ownership interest exceeds 10% and the operations of which are stabilized for all
periods presented. To ensure comparability, the information for all periods shown is based on current period ownership. The following table summarizes the unaudited conventional rental property
operations on a "same store" basis (which is not in accordance with GAAP) and reconciles them to "consolidated same store" operations, a component of consolidated rental property operations (which is
in accordance with GAAP) described in the above comparative discussions (dollars in thousands):

|                                                          |                                                             | Year Ended December 31, |        
|--------------------------------------------------------- | ----------------------------------------------------------- | ----------------------- | -------
|
|                                                          | Our share of same store revenues                            |                         | $      
|                                                          | Our share of same store expense                             |                         |        
|                                                          |                                                             |                         |        
|                                                          | Our share of same store net operating income                |                         | $      
|                                                          | Minority partners' share of same store net operating income |                         |        
|                                                          | Our share of unconsolidated same store net operating income |                         |        
|                                                          | Newly consolidated properties                               |                         |        
|                                                          |                                                             |                         |        
|Consolidated same store component of net operating income |                                                             | $                       | 565,721
|                                                          |                                                             |                         |        
|Same Store Statistics                                     |                                                             |                         |        
|                                                          | Properties                                                  |                         |        
|                                                          | Apartment units                                             |                         |        
|                                                          | Average physical occupancy                                  |                         |        
|                                                          | Average rent collected/unit/month                           |                         | $      

For
the year ended December 31, 2003, compared to the year ended December 31, 2002, our share of same store net operating income decreased
$76.5 million, or 11.3%. Revenues decreased $36.9 million, or 3.4%, primarily due to lower average rent (down $16 per unit), lower occupancy (down 0.8%), and increased bad debt. Expenses
increased by $39.6 million, or 9.9%, primarily due to: an increase of $12.5 million in turnover, marketing and administrative costs in 2003 related to focused efforts to improve property
appearance and the condition of units ready to be occupied; $8.8 million in contract services and repairs and maintenance primarily driven by seasonal factors such as landscaping and snow
removal due to more severe winter conditions in 2003 than in 2002; $6.7 million in utilities due to the increase in the cost of natural gas, electric, water and sewer; and $4.0 million
in property hazard insurance due to increased casualty losses.

For
the year ended December 31, 2002, compared to the year ended December 31, 2001, our share of same store net operating income decreased $39.6 million, or 5.5%.
Revenues decreased $22.3 million, or 2.0%, primarily due to lower occupancy (down 0.9%), and increased bad debt. Expenses increased by $17.3 million, or 4.5%, primarily due to: an
increase of $4.8 million in property taxes; $3.8 million in insurance expense, as the cost of property hazard insurance coverage rose in March 2002; and $5.4 million in
contract services and repairs and maintenance. These increases were somewhat offset by reductions in utilities.

21

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Investment Management Business

We earn income from our consolidated investment management business primarily from unconsolidated real estate partnerships for which we are the general partner.
The income is primarily in the form of fees generated through property and asset management. Asset management involves the financial management of properties, as opposed to the
day-to-day property operations, and results in fees from a variety of transactions including refinancing fees, developer fees and syndication fees. These transactions occur on
varying timetables and thus the income generated may vary from period to period. Our revenue from the investment management business decreases as we increase our ownership of properties and the income
generated is therefore eliminated in consolidation. We expect this trend to continue as we increase our ownership in more of these partnerships or otherwise determine that consolidation is required by
GAAP. Offsetting the revenue earned in the investment management business are the expenses associated with property and asset management, as well as expenses related to our risk management and other
insurance programs.

The
following table summarizes the overall performance of our consolidated investment management business for the years ended December 31, 2003, 2002 and 2001 (in thousands):

|                                                           |  | Year Ended December 31,
|---------------------------------------------------------- |  | -----------------------
|
|Management fees and other income primarily from affiliates |  | $                      
|Management and other expenses                              |  |                        
|                                                           |  |                        
|Net income from investment management business             |  | $                      
|                                                           |  |                        

During
2003 as compared to 2002, income from investment management business decreased by $11.5 million, or 36.7%. This decrease was principally a result of the
following:



These
decreases were partially offset by:



During
2002 as compared to 2001, income from the investment management business decreased by $20.8 million, or 39.8%. This decrease was principally a result of the following:



22

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These
decreases were partially offset by $9.3 million of lower compensation and health insurance expense resulting from a change in plan administrator and a reduction in work
force, in part due to a planned reduction in third party property management and management cost reduction initiatives.

Depreciation of Rental Property

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, depreciation of rental property increased
$62.0 million, or 23.3%. This increase was principally due to $23.4 million and $23.5 million of additional depreciation related to the acquisition properties and the newly
consolidated properties, respectively, as well as $12.3 million of additional depreciation related to new capital spending on same store properties.

For
the year ended December 31, 2002, as compared to the year ended December 31, 2001, depreciation of rental property decreased $36.2 million, or 12.0%. This
decrease was principally due to a $69.0 million decrease related to the change in useful lives of assets made in 2001. During 2001, we completed a comprehensive review of our real estate
related depreciation. As a result of this review, we changed our estimate of the remaining useful lives for our buildings. We believe the change better reflects the remaining useful lives of the
assets and is consistent with prevailing industry practice. This change in useful lives increased net income by approximately $85.4 million, in 2002 over 2001, of which a portion was recognized
as an increase to equity in earnings of unconsolidated real estate partnerships. The recognition of this change in useful lives resulted in an increase in basic and diluted earnings per unit of $0.87
and $0.86, respectively, for the year ended December 31, 2002.

This
decrease was partially offset by additional depreciation related to the acquisition properties and the newly consolidated properties of $24.0 million and
$11.8 million, respectively.

Amortization of Intangibles

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, amortization of intangibles increased $2.7 million, or
66.5%. This increase was principally a result of additional amortization recognized due to the termination of certain management contracts acquired in the Casden Merger.

For
the year ended December 31, 2002, as compared to the year ended December 31, 2001, amortization of intangibles decreased $14.7 million, or 78.5%. Of the total
decrease, $6.8 million was due to property management and asset
management contract intangibles that were fully amortized in 2001, and $7.9 million was attributable to the elimination of goodwill amortization in accordance with the adoption of Statement of
Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets.

Provision for Losses on Accounts, Fees and Notes Receivable

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, provision for losses on accounts, fees and notes receivable
decreased $6.8 million, or 75.8%. For the year ended December 31, 2002 as compared to the year ended December 31, 2001, provision for losses on accounts, fees and notes receivable
increased $2.4 million, or 35.5%.

In
2001, the entire provision of $6.6 million related to additional allowance for possible losses on accounts, fees and other contingencies. In 2002, the entire provision of
$9.0 million related to provision for losses on notes receivable, which provision was determined based on our review in 2002 of the collectibility of each loan made to affiliated partnerships
within our loan receivable portfolio. In 2003, we recorded a $2.2 million provision for losses on notes receivable. We continue to monitor these loans and assess the collectibility of each loan
on a periodic basis and may record a provision due to changes in the market environment that affect operating cash flows.

23

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Interest Expense

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, interest expense, which includes the amortization of deferred
financing costs, increased $48.3 million, or 14.9%. This increase was principally due to $26.6 million and $21.3 million of additional interest on the debt related to the newly
consolidated properties and the acquisition properties, respectively.

For
the year ended December 31, 2002, as compared to the year ended December 31, 2001, interest expense, which includes the amortization of deferred financing costs,
increased $44.4 million, or 15.8%. This increase was principally due to $34.8 million and $16.4 million of additional interest on the debt related to the acquisition properties
and the newly consolidated properties, respectively. This increase was partially offset by a $10.9 million reduction related to an overall decrease in variable interest rates of approximately
1.5% from the prior year.

Interest and Other Income

A component of interest and other income is our accretion income on general partner notes receivable. Transactions that result in accretion occur on varying
timetables and thus the income generated may vary from period to period.

For
the year ended December 31, 2003, as compared to the year ended December 31, 2002, interest and other income decreased $55.3 million, or 67.7%. This decrease was
principally a result of: $33.5 million in reduced accretion income; $11.1 million in lower interest due from general partner notes receivable, resulting from the consolidation of real
estate partnerships, and therefore the elimination of interest income, as well as the collection of outstanding notes receivable; $7.7 million related to gain recognized in second quarter 2002
on the sale of certain tax-exempt bonds; and $3.0 million in lower interest earned on notes receivable that are due from Aimco, primarily related to interest on a
$198.3 million note that was repaid in June 2002 (see Note 11 to the consolidated financial statements in Item 8 of this Annual Report).

For
the year ended December 31, 2002, as compared to the year ended December 31, 2001, interest and other income increased $7.8 million, or 10.5%. This increase was
principally a result of $26.9 million in increased accretion income and $4.4 million in interest earned on notes receivable that are due from Aimco that were issued in connection with
the sale of certain properties to Aimco and in connection with Aimco's acquisition of The Villas at Park La Brea (see Note 11 to the consolidated financial statements in Item 8 of this Annual
Report). These increases were offset by $18.4 million of a decrease related to a lower gain recognized on certain tax-exempt bonds that were sold in 2002 as compared to certain
tax-exempt bonds sold in 2001. In addition there was a $3.8 million decrease related to lower interest on money market and interest bearing accounts, as interest rates on deposit
accounts had decreased approximately 1.5% from the prior year, while the average cash balances outstanding for both periods remained consistent.

Equity in Earnings (Losses) of Unconsolidated Real Estate Partnerships

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, equity in losses of unconsolidated real estate partnerships
increased $7.1 million. This increase was principally the result of the purchase of equity interests in unconsolidated real estate partnerships that resulted in these properties becoming
consolidated. Such real estate partnerships owned better performing properties that are now contributing to consolidated rental revenues and expenses. In addition, the remaining properties within
unconsolidated real estate partnerships had decreased earnings driven by lower property operating results in 2003 than in 2002.

For
the year ended December 31, 2002, as compared with the year ended December 31, 2001, equity in earnings of unconsolidated real estate partnerships increased
$17.4 million. This increase was principally due to the change in estimate of useful lives of the underlying real estate assets completed by us in 2001, which resulted in lower depreciation
expense of approximately $16.0 million. See the previous discussion on the change in estimate of useful lives of assets under the heading "Depreciation of Rental Property."

24

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Deficit Distributions to Minority Partners

When real estate partnerships consolidated in our financial statements make cash distributions to partners in excess of their minority interest balances, we record
a charge equal to the minority partners' excess of distribution over their minority interest balances, even though there is no economic effect or cost.

For
the year ended December 31, 2003, as compared to the year ended December 31, 2002, deficit distributions to minority partners decreased $4.3 million, or 16.0%.
For the year ended December 31, 2002, as compared to the year ended December 31, 2001, deficit distributions to minority partners decreased $19.4 million. Each of these decreases
were due to reduced levels of distributions being made by the consolidated real estate partnerships as a result of lower refinancing activity and decreased operating results, as well as our increased
ownership of such partnerships.

Gain (Loss) on Dispositions of Real Estate

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, gain on dispositions of real estate increased
$25.5 million. In 2002, gain (loss) on dispositions of real estate included a loss of approximately $28.0 million that resulted primarily from a change in estimate due to better insight
into information related to the finalization of the recording of purchase price accounting to appropriate entities acquired in past acquisitions and the related historical estimation process in
determining the carrying value of assets sold. The recognition of this amount in 2002 was considered to be a change in estimate associated with the historical estimated gain or loss on the sale of
these properties. The recognition of this change in estimate resulted in a decrease in basic and diluted earnings per unit of $0.28 for the year ended December 31, 2002.

For
the year ended December 31, 2002 as compared to the year ended December 31, 2001, gain on dispositions of real estate decreased $41.2 million. Effective
January 1, 2002, we adopted Statement of Financial Accounting Standard No. 144, Accounting for the Impairment of Long-Lived Assets to be Disposed
Of, or SFAS 144. Pursuant to SFAS 144 we now report as discontinued operations assets held for sale (as defined by SFAS 144) and assets sold in the current
period (see below discussion). As a result of SFAS 144, for the year ended December 31, 2002, gain (loss) on dispositions of real estate does not include any gain or loss associated with
the disposal of consolidated properties that were classified as discontinued operations during 2002. For 2001, however, gain (loss) on dispositions of real estate included gain or loss associated with
the disposal of all properties sold.

The
properties sold in all periods, as well as the properties held for sale, were considered by management to be inconsistent with our long-term investment strategy. Gain
(loss) on properties sold was determined on a property by property basis and are not entirely comparable year over year due to individual property differences.

Minority Interest in Consolidated Real Estate Partnerships

For the year ended December 31, 2003, as compared to the year ended December 31, 2002, minority interest in consolidated real estate partnerships
decreased $12.5 million. For the year ended December 31, 2002, as compared to the year ended December 31, 2001, minority interest in consolidated real estate partnerships
decreased $22.3 million. Both of these decreases were principally a result of decreased earnings caused by lower property operating results than in the prior year and our purchase of additional
interests in consolidated real estate partnerships, thereby reducing the minority interest allocation.

Discontinued Operations

For properties accounted for under SFAS 144, the results of operations for properties sold during the period or designated as held for sale at the end of
the period are required to be classified as discontinued operations. The property-specific components of net earnings that are classified as discontinued operations include all property-related
revenues and operating expenses, depreciation expense recognized prior to the classification as held for sale, property-
specific interest expense to the extent there is secured debt on the property and the associated minority interest. In addition, any impairments on assets held for sale, and the net gain on the
eventual disposal of properties held for sale is reported as discontinued operations.

For
the years ended December 31, 2003, 2002, and 2001, income from discontinued operations totaled $99.4 million, $19.3 million and $13.9 million,
respectively, which includes income from operations of $7.9 million, $21.7

25

---

million
and $15.3 million, respectively. In 2003, the income from operations included 82 properties that were sold or classified as held for sale during 2003. In 2002, and 2001, the income
from operations included 119 properties that were sold or classified as held for sale in 2002 and 2003. Due to varying number of properties and the timing of sales, the income from operations is not
comparable year to year.

During
2003, we sold 72 properties, resulting in a net gain on sale of approximately $89.7 million (which is net of $12.1 million of related taxes). Additionally, we
recognized $9.0 million in impairment loss on assets sold or held for sale in 2003. During 2002, we sold 37 properties, resulting in a net gain on sale of approximately $1.9 million
(including $2.5 million of related taxes). Additionally, we recognized $2.9 million in impairments on assets sold or held for sale in 2002. There were no gains or losses on assets sold
in 2001 included in discontinued operations for the year ended December 31, 2001.

Gains
(losses) on properties sold are determined on a property-by-property basis and are not comparable year over year due to individual property differences. We
considered the properties sold, as well as the properties classified as held for sale, to be inconsistent with our long-term investment strategy. See Note 15 of the consolidated
financial statements in Item 8 of this Annual Report for more details on discontinued operations.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the following
critical accounting policies involve our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment of Long-Lived Assets

Real estate and other long-lived assets are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances
indicate that the carrying amount of a property may be impaired, we make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the
property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the
property.

Real
estate investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of our real estate investments. These factors
include:



Any
adverse changes in these factors could cause an impairment in our long-lived assets, including real estate, goodwill and investments in unconsolidated real estate
partnerships.

Notes Receivable and Interest Income Recognition

We generally recognize interest income earned from our investments in notes receivable when the collectibility of such amounts is both probable and reasonably
estimable. The notes receivable were either extended by us and are carried at the face amount plus accrued interest, which we refer to as par value notes, or were made by predecessors whose positions
we acquired usually at a discount, which we refer to as discounted notes.

On
a periodic basis we assess the collectibility or impairment of each note. Under the cost recovery method, we carry the discounted notes at the acquisition amount, less subsequent cash
collections, until such time as collectibility of principal and interest is probable and the timing and amounts are reasonably estimable. Based upon

26

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closed
or pending transactions (which include sales, refinancings, foreclosures and rights offerings), we have determined that certain notes are collectible for amounts greater than their carrying
value. Accordingly, we recognize accretion income on a prospective basis over the estimated remaining life of the loans, as the difference between the carrying value of the discounted notes and the
estimated collectible value. For the year ended December 31, 2003, if we had not been able to complete certain transactions, our accretion income would have decreased by $3.3 million
($0.03 million per basic and diluted unit). Accretion income recognized in any given period is based on our ability to complete transactions to monetize the notes receivable and the difference
between the carrying value and the estimated collectible value of the notes; therefore, accretion income varies on a period by period basis and could be lower or higher than in prior periods.

Allowance for Losses on Notes Receivable

We estimate the collectibility of notes receivable by assessing the likelihood of ultimate realization of these receivables. We establish an allowance for losses
on notes receivable based on an evaluation of a variety of factors, such as: an amount that is adequate to absorb losses in the existing portfolio; an evaluation of the risk inherent in the portfolio,
including the current credit-worthiness of each borrower; the composition of the portfolio, including specific impaired notes receivable; current economic conditions; full realizable value or the fair
value of the underlying collateral; economic conditions; historical loss experience; our estimate of probable credit losses and other factors. During the years ended December 31, 2003 and 2002,
we identified and recorded $2.2 million and $9.0 million in losses on notes receivable, respectively. We will continue to monitor and assess these notes, and we may make changes in
required reserves in the future due to changes in the market environment.

Capitalized Costs

We capitalize direct and indirect costs (including salaries, interest, real estate taxes and other costs) incurred in connection with redevelopment, initial
capital expenditures, disposition capital expenditures, Capital Enhancement and Capital Replacement activities. We charge to expense as incurred indirect costs that do not relate to the above
activities, including general and administrative expenses. The amounts capitalized depend on the volume, timing and costs of such activities. As a result, changes in volume, timing and costs of such
activities may have a significant effect on our financial results if the costs being capitalized are not proportionately increased or reduced, as the case may be. Based on the level of capital
spending during 2003, if capital activities had increased or decreased during the year by 10%, we could have had additional or lower, respectively, income before minority interest of
$6.3 million. See further discussion under the heading "Capital Expenditures."

27

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Funds From Operations

Funds From Operations, or FFO, is a non-GAAP financial measure that we believe, when considered with the financial data determined in accordance with
GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or
maintains residual value to a much greater extent than do other depreciable assets such as machinery, computers or other personal property. The Board of Governors of the National Association of Real
Estate Investment Trusts, or NAREIT defines FFO as net income (loss), computed in accordance with GAAP, excluding gains and losses from extraordinary items, gains on dispositions of depreciable real
estate, gains on dispositions of real estate from discontinued operations, net of related income taxes, plus real estate related depreciation and amortization (excluding amortization of financing
costs), including depreciation for unconsolidated real estate partnerships, joint ventures and discontinued operations. We calculate FFO based on the NAREIT definition, as further adjusted for
amortization of intangibles and deficit distributions to minority partners. We calculate FFO (diluted) by subtracting redemption related preferred OP Unit issuance costs and distributions on preferred
OP Units, adding back distributions on dilutive preferred securities and adding back the interest expense on dilutive mandatorily redeemable convertible preferred securities. FFO should not be
considered an alternative to net income or net cash flows from operating activities, as calculated in accordance with GAAP, as an indication of our performance or as a measure of liquidity. FFO is not
necessarily indicative of cash available to fund future cash needs. In addition, although FFO is a measure used for comparability in assessing the performance of real estate investment trusts, there
can be no assurance that our basis for computing FFO is comparable with that of other real estate investment trusts.

For
the years ended December 31, 2003, 2002 and 2001, our FFO is calculated as follows (amounts in thousands):

|                                                                                                                |              | 2003                                                                   |                                                                                | 2002 |         | 2001     |  
|--------------------------------------------------------------------------------------------------------------- | ------------ | ---------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ---- | ------- | -------- | -
|Net income attributable to common unitholders(1)                                                                |              | $                                                                      | 74,242                                                                         |      | $       | 98,556   |  
|                                                                                                                | Adjustments: |                                                                        |                                                                                |      |         |          |  
|                                                                                                                |              | Depreciation on rental property, net of minority partners' interest(2) |                                                                                |      | 298,255 |          |  
|                                                                                                                |              | Depreciation on rental property related to unconsolidated entities     |                                                                                |      | 25,817  |          |  
|                                                                                                                |              | (Gain) loss on dispositions of real estate                             |                                                                                |      | (3,178  | )        |  
|                                                                                                                |              | Deficit distributions to minority partners                             |                                                                                |      | 22,672  |          |  
|                                                                                                                |              | Amortization of intangibles                                            |                                                                                |      | 6,702   |          |  
|                                                                                                                |              | Income tax arising from disposals                                      |                                                                                |      |        |          |  
|                                                                                                                |              | Gain on disposition of land                                            |                                                                                |      |        |          |  
|                                                                                                                |              | Discontinued operations:                                               |                                                                                |      |         |          |  
|                                                                                                                |              |                                                                        | Depreciation on rental property, net of minority partners' interest            |      |         | 14,906   |  
|                                                                                                                |              |                                                                        | (Gain) loss on dispositions of real estate, net of minority partners' interest |      |         | (101,849 | )
|                                                                                                                |              |                                                                        | Deficit distributions to minority partners                                     |      |         | (10,718  | )
|                                                                                                                |              |                                                                        | Income tax arising from disposals                                              |      |         | 12,134   |  
|Preferred OP Unit distributions                                                                                 |              |                                                                        | 95,981                                                                         |      |         | 107,646  |  
|Redemption related preferred OP Unit issuance costs                                                             |              |                                                                        | 7,645                                                                          |      |         |         |  
|                                                                                                                |              |                                                                        |                                                                                |      |         |          |  
|Funds From Operations                                                                                           |              | $                                                                      | 442,609                                                                        |      | $       | 563,169  |  
|Preferred OP Units distributions                                                                                |              |                                                                        | (95,981                                                                        | )    |         | (107,646 | )
|Redemption related preferred OP Unit issuance costs                                                             |              |                                                                        | (7,645                                                                         | )    |         |         |  
|Distributions on dilutive preferred securities                                                                  |              |                                                                        | 9,138                                                                          |      |         | 41,905   |  
|Interest expense on mandatorily redeemable convertible preferred securities                                     |              |                                                                        | 987                                                                            |      |         | 1,161    |  
|                                                                                                                |              |                                                                        |                                                                                |      |         |          |  
|Funds From Operations attributable to common unitholdersdiluted                                                |              | $                                                                      | 349,108                                                                        |      | $       | 498,589  |  
|                                                                                                                |              |                                                                        |                                                                                |      |         |          |  
|Weighted average number of common units, common unit equivalents and dilutive preferred securities outstanding: |              |                                                                        |                                                                                |      |         |          |  
|                                                                                                                |              | Common units and equivalents(3)                                        |                                                                                |      | 104,861 |          |  
|                                                                                                                |              | Dilutive preferred securities                                          |                                                                                |      | 3,290   |          |  
|                                                                                                                |              |                                                                        |                                                                                |      |         |          |  
|                                                                                                                |              |                                                                        | Total                                                                          |      |         | 108,151  |  
|                                                                                                                |              |                                                                        |                                                                                |      |         |          |  
|Cash flow provided by operating activities                                                                      |              | $                                                                      | 430,258                                                                        |      | $       | 496,670  |  
|Cash flow provided by (used in) investing activities                                                            |              |                                                                        | 313,164                                                                        |      |         | (873,832 | )
|Cash flow (used in) provided by financing activities                                                            |              |                                                                        | (728,543                                                                       | )    |         | 398,637  |  

---

Notes:

28

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Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations either through the sale or maturity of existing assets or by the acquisition of
additional funds through working capital management. Both the coordination of asset and liability maturities and effective working capital management are important to the maintenance of liquidity. Our
primary source of liquidity is cash flow from our operations. Additional sources are proceeds from property sales and proceeds from refinancings of existing mortgage loans and borrowings under new
mortgage loans.

Our
principal uses for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, distributions paid to unitholders and
distributions paid to partners, and acquisitions of, and investments in, properties. We use our cash provided by operating activities to meet short-term liquidity needs. In the event that
the cash provided by operating activities no longer covers our short-term liquidity demands, we have additional means, such as short-term borrowing availability, proceeds from
property sales and refinancings, to help us meet our short-term liquidity demands. We use the Revolver (described below) for general corporate purposes and to fund investments on an
interim basis. We expect to meet our long-term liquidity requirements, such as debt maturities and property acquisitions, through long-term borrowings, both secured and
unsecured, the issuance of debt or equity securities (including OP Units), the sale of properties and cash generated from operations.

At
December 31, 2003, we had $114.4 million in cash and cash equivalents (including $16.3 million of cash and cash equivalents that is included within Assets Held
for Sale), an increase of $14.9 million from December 31, 2002, which cash is principally from sales and refinancing transactions that has yet to be distributed or applied to the
outstanding balance on the Revolver. At December 31, 2003, we had $254.6 million of restricted cash (including $8.8 million of restricted cash that is included within Assets Held
for Sale), primarily consisting of reserves and escrows held by lenders for bond sinking funds, capital expenditures, property taxes and insurance. In addition, cash, cash equivalents and restricted
cash are held by partnerships that are not presented on a consolidated basis. The following discussion relates to changes in cash due to operating, investing and financing activities, which are
presented in our Consolidated Statements of Cash Flows in Item 8 of this Annual Report.

Operating Activities

For the year ended December 31, 2003, our net cash provided by operating activities of $430.3 million was primarily due to operating income from our
consolidated properties, which is determined by rental rates, occupancy levels and operating expenses related to our portfolio of properties. This was a decrease of $66.4 million as compared to
the year ended December 31, 2002, driven by lower property operating results. We intend for our net cash from operating activities to fund distributions paid to unitholders.

Investing Activities

For the year ended December 31, 2003, our net cash provided by investing activities of $313.2 million was primarily from proceeds received from sales
of properties, offset by investments in our existing real estate assets through capital expenditures and redevelopment (see further discussion on capital expenditures under the heading "Capital
Expenditures").

Although
we hold all of our properties for investment, we sell properties when they do not meet our investment criteria or are located in areas that we believe do not justify our
continued investment, in both cases, as compared to alternative uses for our capital. In the year ended December 31, 2003, we sold 72 consolidated properties, one consolidated land parcel, and
37 unconsolidated properties. These were sold for an aggregate sales price of $939.0 million, of which $697.6 million related to the consolidated properties and land parcel. Our share of
the total net proceeds, after repayment of existing debt, payment of transaction costs and distributions to limited partners, was $309.6 million, of which $9.6 million related to the
unconsolidated properties, which proceeds were included in our distributions received from investments in unconsolidated real estate partnerships. These proceeds were used to repay a portion of our
outstanding short-term indebtedness, redeem preferred securities, and for other corporate purposes.

We
are currently marketing for sale certain real estate properties that are inconsistent with our long-term investment strategy. Proceeds from 2004 dispositions are expected
to be slightly below the levels of 2003, and we

29

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plan
to use such proceeds to reduce debt, redeem preferred securities, fund capital expenditures on existing assets, fund property and partnership acquisitions, and for other operating needs and
corporate purposes.

Financing Activities

For the year ended December 31, 2003, net cash used in financing activities of $728.5 million related primarily to payments on our secured notes
payable, payment of our distributions and redemptions of preferred OP Units. These were offset by contributions from minority interest related to our equity financing transaction with GE Real Estate
in the form of a joint venture, proceeds from the issuance of Class S Partnership Preferred Units, which we refer to as the Class S Preferred Units, and Class T Partnership
Preferred Units, which we refer to as the Class T Preferred Units, proceeds from mortgage refinancings and borrowings under a newly established Term Loan (see notes to the consolidated
financial statements in Item 8 of this Annual Report for further details on these activities).

Mortgage
Debt

During
the year ended December 31, 2003, we refinanced or closed mortgage loans on 60 consolidated properties generating $440.3 million of proceeds from borrowings with a
weighted average interest rate of 4.13%. Our net proceeds after repayment of existing debt, payment of transaction costs and distributions to limited partners, was $132.5 million. In addition,
we closed mortgage loans on 32 unconsolidated properties, with a weighted average interest rate of 4.38%, for net proceeds of $13.0 million, which proceeds are included in our distributions
received from investments in unconsolidated real estate partnerships, within investing activities. Our total net proceeds from these loans of $145.5 million was used to repay existing
short-term debt and for other corporate purposes. In 2004 we intend to continue to refinance mortgage debt to generate proceeds in amounts exceeding our scheduled amortizations and
maturities.

Revolving
Credit Facility and Term Loans

We
have an outstanding revolving credit facility, which we refer to as the Revolver, with a syndicate of financial institutions having aggregate lending commitments of
$500 million, of which $445 million has been syndicated. At December 31, 2003, the Revolver had an outstanding principal balance of $81.0 million and an interest rate of
4.00% based on weighted average LIBOR contracts outstanding with various maturities plus 2.85%. The Revolver matures in July 2005. The amount available under the Revolver at December 31,
2003 was $348 million (less $22.4 million outstanding
for letters for credit). The maximum amount available for borrowing under the Revolver fluctuates based on established criteria defined therein and is typically the $445 million that has been
syndicated.

In
May 2003, we borrowed $250 million through a syndicated term loan, which we refer to as the Term Loan. We used proceeds of this borrowing to pay down the Revolver. The
Term Loan matures in May 2008 and is repayable at our option at any time without penalty. At December 31, 2003, the Term Loan had an outstanding principal balance of $250 million
and an interest rate of 3.89% (based on a designated LIBOR rate plus 2.85%). All financial covenant requirements of the Term Loan are the same as the Revolver and the term loan we entered into with a
syndicate of financial institutions in connection with the Casden Merger in March 2002, which we refer to as the Casden Loan. At December 31, 2003, the Casden Loan had an outstanding
principal balance of $104.4 million and an interest rate of 3.98% (based on a designated LIBOR rate plus 2.85%). The Casden Loan matures in March 2004, however, subsequent to
December 31, 2003, we extended the maturity of the Casden Loan to March 2005. (See Note 8 to the consolidated financial statements in Item 8 of this Annual Report for
further details on the Revolver, Term Loan and Casden Loan).

Partners'
Capital Transactions

In
April 2003, Aimco issued $100 million of newly created variable rate Class S Cumulative Redeemable Preferred Stock, or the Class S Preferred Stock. The
initial dividend rate on the Class S Preferred Stock is based on three month LIBOR plus 2.75% and then from April 30, 2004 through October 31, 2004 increases to the three-month
LIBOR plus 6.0%, with additional increases thereafter. In July 2003, Aimco issued $150 million of newly created 8.00% Class T Cumulative Preferred Stock, or the Class T
Preferred Stock. Aimco contributed the proceeds from both of these offerings to us in exchange for Class S Preferred Units and Class T Preferred Units. We used the proceeds from these
issuances to redeem $240 million of outstanding preferred OP Units in 2003.

30

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As
of December 31, 2003, we had $500 million of debt available and Aimco had approximately $250 million of debt and equity securities available on the shelf
registration statement declared effective in 2001 (See Notes 12 and 13 to the consolidated financial statements in Item 8 of this Annual Report for further details on the shelf
registration statement and preferred OP Units). Aimco intends to continue to issue preferred securities in both public and private offerings to generate proceeds to redeem higher cost preferred
securities, to finance acquisitions of real estate interests and for other corporate purposes.

In
December 2003 we entered into an equity financing with GE Real Estate in the form of a joint venture, which we refer to the as the GE JV. At closing, we contributed to
the GE JV 33 of our apartment properties with a total of 9,534 units and GE Real Estate contributed cash of which we received approximately $107 million before transaction costs
and funding of reserves. (See Note 3 to the consolidated financial statements in Item 8 of this Annual Report for further details on the GE JV.)

Aimco's
board of directors has, from time to time, authorized Aimco to repurchase shares of Aimco Class A Common Stock and preferred stock. Currently, Aimco is authorized to
repurchase up to a total of approximately 1.9 million shares, of which up to 1.9 million shares may be Aimco Class A Common Stock and up to 1.7 million shares may be
preferred stock. These repurchases may be made from time to time in the open market or in privately negotiated transactions, subject to applicable law. During the year ended December 31, 2003,
Aimco repurchased no shares of Aimco Class A Common Stock or preferred stock. See Note 22 of the consolidated financial statements in Item 8 of this Annual Report for information on
Aimco Class A Common Stock repurchased subsequent to the year ended December 31, 2003. For each share of Aimco Class A Common Stock repurchased, we, upon repurchase, will
repurchase a common OP Unit from Aimco.

In
November 2003, the General Partner reduced the quarterly cash distribution to align the amount of the distribution with our current level of operating profitability. The
distribution paid in February 2004 of $0.60 per unit represents a distribution of 103% of diluted Adjusted Funds From Operations, which we refer to as AFFO, (before deducting Capital
Enhancements) and 84% of diluted FFO for the quarter ended December 31, 2003. (See Note 18 to the consolidated financial statements in Item 8 of this Annual Report for the
definition of AFFO).

Capital Expenditures

For the year ended December 31, 2003, we spent a total of $86.7 million on Capital Replacements (expenditures required to maintain the related asset)
and $2.6 million on Capital Enhancements (expenditures that add a new feature or revenue source at a property). These amounts represent our share of the total spending on both consolidated and
unconsolidated partnerships.

Capital
Replacements spending increased slightly over prior periods due to a general increase in spending to maintain our assets. In addition to Capital Replacements, we account for
Capital Enhancements, which we distinguish from Capital Replacements. Capital Enhancements are costs incurred to add additional rental square footage or a new revenue producing feature. For example,
replacement of existing kitchen appliances is a Capital Replacement, however, if the same replacements are done in connection with an extensive remodeling project that is expected to generate higher
rents, then they are characterized as a Capital Enhancement. Because the distinction between Capital Replacements and Capital Enhancements is not consistently applied across REITs and because there is
a risk of partial substitution between Capital Replacements and Capital Enhancements, we account for and report both Capital Replacements and Capital Enhancements and deduct both in our calculation of
AFFO (see Note 18 to the consolidated financial statements in Item 8 of this Annual Report for the definition of AFFO).

31

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The
table below details our actual spending on Capital Replacements and Capital Enhancements based on a per unit and total dollar basis (based on approximately 154,000 ownership
equivalent units) for the year ended December 31, 2003 and reconciles it to our Consolidated Statement of Cash Flows in Item 8 of this Annual Report for the same period (in thousands,
except per unit data).

|                                                        |                                                        | Capital
Replacements
Actual Cost
Per Unit |        | Capital
Enhancements
Actual Cost
Per Unit |   | Total
Cost
Per Unit |     | Capital
Replacements
Actual Cost |        | Capital
Enhancements
Actual Cost |   | Total Cost | 
|------------------------------------------------------- | ------------------------------------------------------ | ----------------------------------------- | ------ | ----------------------------------------- | - | ------------------- | --- | -------------------------------- | ------ | -------------------------------- | - | ---------- | 
|Carpets                                                 |                                                        | $                                         | 117    |                                           | $ |                    |     | $                                | 117    |                                  | $ | 17,994     | 
|Flooring                                                |                                                        |                                           | 32     |                                           |   |                    |     |                                  | 32     |                                  |   | 4,952      | 
|Appliances                                              |                                                        |                                           | 34     |                                           |   | 2                   |     |                                  | 36     |                                  |   | 5,296      | 
|Blinds/shades                                           |                                                        |                                           | 5      |                                           |   |                    |     |                                  | 5      |                                  |   | 785        | 
|Furnace/air                                             |                                                        |                                           | 35     |                                           |   |                    |     |                                  | 35     |                                  |   | 5,409      | 
|Hot water heaters                                       |                                                        |                                           | 9      |                                           |   |                    |     |                                  | 9      |                                  |   | 1,386      | 
|Kitchen/bath                                            |                                                        |                                           | 13     |                                           |   |                    |     |                                  | 13     |                                  |   | 1,932      | 
|Exterior painting                                       |                                                        |                                           | 25     |                                           |   |                    |     |                                  | 25     |                                  |   | 3,853      | 
|Landscaping                                             |                                                        |                                           | 19     |                                           |   | 1                   |     |                                  | 20     |                                  |   | 2,925      | 
|Pool/exercise facilities                                |                                                        |                                           | 18     |                                           |   |                    |     |                                  | 18     |                                  |   | 2,679      | 
|Computers, miscellaneous                                |                                                        |                                           | 26     |                                           |   | 3                   |     |                                  | 29     |                                  |   | 4,007      | 
|Roofs                                                   |                                                        |                                           | 17     |                                           |   |                    |     |                                  | 17     |                                  |   | 2,674      | 
|Parking lot                                             |                                                        |                                           | 12     |                                           |   |                    |     |                                  | 12     |                                  |   | 1,802      | 
|Building (electrical, elevator, plumbing)               |                                                        |                                           | 72     |                                           |   |                    |     |                                  | 72     |                                  |   | 11,017     | 
|Submetering                                             |                                                        |                                           |       |                                           |   | 7                   |     |                                  | 7      |                                  |   |           | 
|Capitalized payroll and other indirect costs            |                                                        |                                           | 129    |                                           |   | 4                   |     |                                  | 133    |                                  |   | 19,969     | 
|                                                        |                                                        |                                           |        |                                           |   |                     |     |                                  |        |                                  |   |            | 
|Total our share                                         |                                                        | $                                         | 563    |                                           | $ | 17                  |     | $                                | 580    |                                  | $ | 86,680     | 
|                                                        |                                                        |                                           |        |                                           |   |                     |     |                                  |        |                                  |   |            | 
|                                                        | Plus minority partners' share of consolidated spending |                                           |        | 10,117                                    |   |                     | 437 |                                  |        | 10,554                           |  
|                                                        | Less our share of unconsolidated spending              |                                           |        | (6,195                                    | ) |                     | (40 | )                                |        | (6,235                           | )
|                                                        |                                                        |                                           |        |                                           |   |                     |     |                                  |        |                                  |   |            | 
|Total spending per Consolidated Statement of Cash Flows |                                                        | $                                         | 90,602 |                                           | $ | 3,006               |     | $                                | 93,608 |                                 
|                                                        |                                                        |                                           |        |                                           |   |                     |     |                                  |        |                                  |   |            | 

For
the year ended December 31, 2003, we spent a total of $24.8 million for initial capital expenditures, or ICE, which are expenditures at a property that
have been identified, at the time the property is acquired, as expenditures to be incurred within a specified period of time following the acquisition, typically one year. In this period, ICE relates
primarily to the properties acquired in the Casden Merger and the New England Properties Acquisition. For the year ended December 31, 2003, we spent a total of $86.5 million for
redevelopment, which are expenditures that substantially upgrade the property. The following table reconciles our share of the total spending on both consolidated and unconsolidated partnerships to
our Consolidated Statement of Cash Flows in Item 8 of this Annual Report for the year ended December 31, 2003 (in millions):

|                                                        |                                                        | ICE |      | Redevelopment |   | Total |     
|------------------------------------------------------- | ------------------------------------------------------ | --- | ---- | ------------- | - | ----- | ----
|Conventional Assets                                     |                                                        | $   | 15.9 |               | $ | 79.1  |     
|Affordable Assets                                       |                                                        |     | 8.9  |               |   | 7.4   |     
|                                                        |                                                        |     |      |               |   |       |     
|Total our share                                         |                                                        |     | 24.8 |               |   | 86.5  |     
|                                                        |                                                        |     |      |               |   |       |     
|                                                        | Plus minority partners' share of consolidated spending |     |      | 0.4           |   |       | 24.9
|                                                        | Less our share of unconsolidated spending              |     |      | (0.4          | ) |       | (8.2
|                                                        |                                                        |     |      |               |   |       |     
|Total spending per Consolidated Statement of Cash Flows |                                                        | $   | 24.8 |               | $ | 103.2 |     
|                                                        |                                                        |     |      |               |   |       |     

In
2003, we began to account for a category of capital expenditures known as Disposition Capital Expenditures, which are those capital expenditures made on conventional
and affordable properties sold, held for sale or identified as
to-be-sold within one year and capital expenditures on certain of our affordable properties that are expected to be sold upon completion of regulatory requirements. We will
review this allocation each quarter and will re-allocate to Capital Replacements any items for those properties not sold or no longer identified as to be sold. In 2003 no amounts were
reallocated to Capital Replacements.

32

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For
the year ended December 31, 2003, we spent a total of $25.5 million for Disposition Capital Expenditures. Of this total, $4.3 million related to properties sold
in 2003. The following table reconciles our share of the total spending on both consolidated and unconsolidated partnerships to our Consolidated Statement of Cash Flows in Item 8 of this Annual
Report for the year ended December 31, 2003 (in millions):

Disposition Capital
ExpendituresConventional Assets

$
15.1Affordable Assets


10.4Total our share


25.5Plus minority partners' share of consolidated spending


2.7Less our share of unconsolidated spending


(4.3
)Total spending per Consolidated Statement of Cash Flows

$
23.9


Included
in above spending for ICE, redevelopment and disposition capital expenditures, is approximately $17.5 million of our share of indirect costs related to
these activities for the year ended December 31, 2003.

We
funded all of the above capital expenditures with cash provided by operating activities, working capital reserves, and borrowings under the Revolver.

Contractual Obligations

This table summarizes information contained elsewhere in this Annual Report regarding contractual obligations and commitments as of December 31, 2003
(amounts in thousands):

|                                            |  | Total |           | Less than
one Year |   | 1 - 3 Years |  | 3 - 5 Years |           | More than
5 Years
|------------------------------------------- |  | ----- | --------- | ------------------ | - | ----------- |  | ----------- | --------- | -----------------
|Scheduled long-term debt maturities         |  | $     | 5,648,901 |                    | $ | 207,245     |  | $           | 836,203   |                  
|Secured credit facility and term loans      |  |       | 435,387   |                    |   | 11,387      |  |             | 174,000   |                  
|Mandatorily redeemable preferred securities |  |       | 113,619   |                    |   |            |  |             |          |                  
|Leases for space occupied                   |  |       | 24,425    |                    |   | 5,484       |  |             | 9,615     |                  
|Development fee payments(1)                 |  |       | 32,500    |                    |   | 10,000      |  |             | 20,000    |                  
|                                            |  |       |           |                    |   |             |  |             |           |                  
|Total                                       |  | $     | 6,254,832 |                    | $ | 234,116     |  | $           | 1,039,818 |                  
|                                            |  |       |           |                    |   |             |  |             |           |                  

---

Additionally,
in connection with the Casden Merger, we agreed to purchase two properties for minimum consideration of approximately $563 million (of which
$163 million related to The Palazzo at Park La Brea, which closed subsequent to December 31, 2003see Note 22 of the consolidated financial statements in Item 8
of this Annual Report), provide a stand-by facility of $70 million in debt financing associated with development (which was reduced to $64.5 million subsequent to
December 31, 2003 in connection with the purchase of The Palazzo at Park La Brea) and invest up to $50 million for a 20% limited liability company interest in Casden Properties, LLC. See
Note 9 of the consolidated financial statements in Item 8 of this Annual Report for detailed information on these commitments.

Future Capital Needs

In addition to the items set forth in "Contractual Obligations" above, we expect to fund any future acquisitions, redevelopment and capital improvements
principally with proceeds from property sales (including 1031 exchange proceeds), short-term borrowings, debt and equity financings and operating cash flows. As of December 31,
2003, we had under redevelopment eight conventional properties with 5,187 units (which includes three properties for which redevelopment activities were complete but the operations of which had not
yet stabilized) and two affordable properties with 467 units. Redevelopment expenditures for five conventional properties with ongoing redevelopment activities will require an estimated total
investment (redevelopment spending) of $323 million, of which approximately $48 million remains to be spent. Our share of the estimated total spending on those five properties is

33

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$243 million
of which approximately $31 million remains to be spent. Additionally, in 2004 we plan to commence as many as 40 redevelopments with average spending per project in the
$2 million to $10 million range.

During
2004, Aimco also intends to redeem the remainder of the Class S Preferred Stock, which anytime after April 30, 2004 has a redemption price of $25 per share (see
Note 7 of the consolidated financial statements for additional information). Subsequent to December 31, 2003, Aimco redeemed $25 million of the outstanding Class S
Preferred Stock at a redemption price of $24.63 (see Note 22 of the consolidated financial statements in Item 8 of this Annual Report). Concurrently with this redemption, we redeemed
$25 million of the outstanding Class S Preferred Units.

Off-Balance Sheet Arrangements

We own general and limited partner interests in unconsolidated real estate partnerships, which interests were acquired through portfolio acquisitions, direct
purchases and separate offers to other limited partners. Our total ownership interests in these unconsolidated real estate partnerships ranges from 1% to 50%. However, based on the provisions of the
related partnership agreements, which grant varying degrees of control, we are not deemed to have control of these partnerships sufficient to require or permit consolidation for accounting purposes.
In 2003, Financial Accounting Standards Board issued Interpretation No. 46"Consolidation of Variable Interest Entities,"or FIN 46, which
changes the criteria for consolidating entities. We are currently evaluating our treatment of these unconsolidated real estate partnerships under FIN 46, which we will adopt in first quarter
2004 (see Note 21 of the consolidated financial statements in Item 8 of this Annual Report). There are no lines of credit, side agreements, or any other derivative financial instruments
related to or between our unconsolidated real estate partnerships and us and no material exposure to financial guarantees (see Note 9 of the consolidated financial statements in Item 8
of this Annual Report). Accordingly, our maximum risk of loss related to these unconsolidated real estate partnerships is limited to the aggregate carrying amount of our investment in the
unconsolidated real estate partnerships and any outstanding notes receivable as reported in our consolidated financial statements. See Note 4 of the consolidated financial statements in
Item 8 of this Annual Report for additional information on our unconsolidated real estate partnerships.

ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure relates to changes in interest rates. We are not subject to any foreign currency exchange rate risk or commodity price risk, or
any other material market rate or price risks. We use predominantly long-term, fixed-rate and self-amortizing non-recourse mortgage debt in order to
avoid the refunding and repricing risks of short-term borrowings. We use short-term debt financing and working capital primarily to fund short-term uses and
acquisitions and generally expect to refinance such borrowings with cash from operating activities, property sales proceeds or long-term debt financings.

We
had $1,599.0 million of floating rate debt outstanding at December 31, 2003. Of the total floating debt, the major components were floating rate tax-exempt
bond financing ($817.5 million), floating rate secured notes ($247.6 million), the revolving credit facility ($81.0 million), term loans ($354.4 million), and the
Class S Preferred Units ($98.5 million). Based on this level of debt, an increase in interest rates of 1% would result in our income before minority interests and cash flows being
reduced by $16.0 million on an annual basis. Historically, changes in tax-exempt interest rates have been at a ratio less than 1:1 with changes in taxable interest rates. Floating
rate tax-exempt bond financing is benchmarked against the BMA Index, which since 1981 has averaged 54.0% of the 10-year Treasury Yield. If this relationship continues, an
increase in interest rates of 1% (0.54% in tax-exempt interest rates) would result in our income before minority interests and cash flows being reduced by $11.2 million on an annual
basis. At December 31, 2003, we had $4,598.9 million of fixed-rate debt outstanding. As of December 31, 2002, based on our level of floating rate debt of
$1,411.2 million, an increase in interest rates of 1% would have resulted in our income before minority interests and cash flows being reduced by $14.1 million on an annual basis. The
potential reduction of income before minority interests and cash flows due to an increase in interest rates increased $1.9 million for the year ended December 31, 2003 compared to the
year ended December 31, 2002, as a result of the additional debt related to our acquisitions and newly consolidated properties and the issuance of the Class S Preferred Units.

34

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As
of December 31, 2003, the scheduled principal amortization and maturity payments for our consolidated secured notes payable and consolidated secured tax-exempt
bonds were as follows (dollars in thousands):

|           |  | Amortization |         | Maturities |   | Total   |  | Percentage |          
|---------- |  | ------------ | ------- | ---------- | - | ------- |  | ---------- | ---------
|2004       |  | $            | 135,849 |            | $ | 71,396  |  | $          | 207,245  
|2005       |  |              | 143,655 |            |   | 146,438 |  |            | 290,093  
|2006       |  |              | 144,774 |            |   | 401,336 |  |            | 546,110  
|2007       |  |              | 148,398 |            |   | 244,305 |  |            | 392,703  
|2008       |  |              | 152,770 |            |   | 208,427 |  |            | 361,197  
|Thereafter |  |              |         |            |   |         |  |            | 3,851,553
|           |  |              |         |            |   |         |  |            |          
|           |  |              |         |            |   |         |  | $          | 5,648,901
|           |  |              |         |            |   |         |  |            |          

ITEM 8.Financial Statements and Supplementary Data

The independent auditor's report, consolidated financial statements and schedule listed in the accompanying index are filed as part of this report and incorporated
herein by this reference. See "Index to Financial Statements" on page F-1 of this Annual Report.

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A.Controls and Procedures

The Partnership's management, with the participation of the chief executive officer and chief financial officer of the General Partner, who are the equivalent of
the Partnership's chief executive officer and chief financial officer, respectively, has evaluated the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on
such evaluation, the chief executive officer and chief financial officer of the General Partner, who are the equivalent of the Partnership's chief executive officer and chief financial officer,
respectively, have concluded that, as of the end of such period, our disclosure controls and procedures are adequate.

In
addition, there have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under
the Exchange Act) during fourth quarter 2003 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35

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PART III

ITEM 10.Directors and Executive Officers of the Registrant

All of the executive officers of our General Partner also serve as executive officers of Aimco. Accordingly, the information below reflects the directors of our
General Partner and the executive officers of both our General Partner and Aimco. The officers of Aimco and the General Partner are elected annually by their respective Board of Directors.

|Name               |  | Age |  | First Elected |  | Position                                                                     
|------------------ |  | --- |  | ------------- |  | -----------------------------------------------------------------------------
|Terry Considine    |  | 56  |  | July 1994     |  | Chairman of the Board, Chief Executive Officer and President                 
|Peter K. Kompaniez |  | 59  |  | July 1994     |  | Vice Chairman of the Board                                                   
|Jeffrey W. Adler   |  | 42  |  | February 2004 |  | Executive Vice PresidentConventional Property Operations                    
|Harry G. Alcock    |  | 41  |  | October 1999  |  | Executive Vice President and Chief Investment Officer                        
|Miles Cortez       |  | 60  |  | August 2001   |  | Executive Vice President, General Counsel and Secretary                      
|Joseph DeTuno      |  | 59  |  | February 2001 |  | Executive Vice PresidentRedevelopment                                       
|Randall J. Fein    |  | 48  |  | October 2003  |  | Executive Vice PresidentUniversity Housing                                  
|Patti K. Fielding  |  | 40  |  | February 2003 |  | Executive Vice PresidentSecurities and Debt                                 
|Thomas M. Herzog   |  | 41  |  | January 2004  |  | Senior Vice President and Chief Accounting Officer                           
|Lance J. Graber    |  | 43  |  | October 1999  |  | Executive Vice PresidentAIMCO Capital                                       
|Paul J. McAuliffe  |  | 47  |  | February 1999 |  | Executive Vice President and Chief Financial Officer                         
|Ronald D. Monson   |  | 47  |  | February 2001 |  | Executive Vice President                                                     
|James G. Purvis    |  | 51  |  | February 2003 |  | Executive Vice PresidentHuman Resources                                     
|David Robertson    |  | 39  |  | February 2002 |  | Executive Vice President; President and Chief Executive OfficerAIMCO Capital

The
following is a biographical summary of the experience of the current directors and executive officers of the Company for the past five years or more.

Terry
Considine. Mr. Considine has been Chairman of the Board and Chief Executive Officer since July 1994. Mr. Considine serves as Chairman and Chief Executive
Officer of American Land Lease, Inc., another publicly held real estate investment trust and successor to Asset Investors Corporation and Commercial Assets, Inc. Mr. Considine
devotes his time to his responsibilities at Aimco on a full time basis, and the balance to American Land Lease, Inc. Upon the effectiveness of Mr. Kompaniez's resignation as President
and pending the appointment of a chief operating officer, Mr. Considine will serve as President.

Peter
K. Kompaniez. Mr. Kompaniez has been Vice Chairman of the Board since July 1994 and was appointed President in July 1997. Mr. Kompaniez has also served
as Chief Operating Officer of NHP Incorporated after it was acquired by Aimco in December 1997. Effective April 1, 2004, Mr. Kompaniez resigned as President. Mr. Kompaniez
will continue in the role of Vice Chairman and will serve Aimco on a variety of special and ongoing projects in an operating role.

Jeffrey
W. Adler. Mr. Adler was appointed Executive Vice President, Conventional Property Operations in February 2004. Previously he served as Senior Vice President of Risk
Management of Aimco from January 2002 until November 2002,
when he added the responsibility of Senior Vice President, Marketing. Prior to joining Aimco from 2000 to 2002, Mr. Adler was Vice President, Property/Casualty for Channelpoint, a software
company. From 1990 to 2000 Mr. Adler held several positions at Progressive Insurance including Colorado General Manager from

36

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1996
to 2000, Product Manager for Progressive Insurance Mountain Division from 1992 to 1996, and Director of Corporate Marketing from 1990 to1992.

Harry
G. Alcock. Mr. Alcock served as a Vice President from July 1996 to October 1997, when he was promoted to Senior Vice President-Acquisitions. Mr. Alcock
served as Senior Vice President-Acquisitions until October 1999, when he was promoted to Executive Vice President and Chief Investment Officer. Mr. Alcock has had responsibility for
acquisition and financing activities of the Company since July 1994.

Miles
Cortez. Mr. Cortez was appointed Executive Vice President, General Counsel and Secretary in August 2001. Prior to joining the Company, Mr. Cortez was the
senior partner of Cortez Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through September 2001. From August 1993 through November 1997,
Mr. Cortez was a partner at McKenna & Cuneo LLP in Denver. He served as president of the Colorado Bar Association from 1996 to 1997 and the Denver Bar Association from 1982 to 1983.

Joseph
DeTuno. Mr. DeTuno was appointed Executive Vice PresidentRedevelopment in February 2001 and previously served as Senior Vice
PresidentProperty Redevelopment from August 1997 to February 2001. Prior to joining the Company, Mr. DeTuno was President and founder of JD Associates, a full service
real estate consulting, advisory and project management company that he founded in 1990.

Randall
J. Fein. Mr. Fein was appointed Executive Vice PresidentUniversity Housing in October 2003 and is responsible for the operation of Aimco's student
housing related portfolio, including its joint venture activities. From 1989 through 2003, Mr. Fein served as general partner of Income Apartment Investors L.P., and Texas First Properties
L.P., which operated student and non-student housing. Prior to entering the apartment industry, Mr. Fein was engaged in the securities industry as a Director of Jefferies and as a
Vice President of Salomon Brothers Inc. Mr. Fein is a member of the State Bar of Texas.

Patti
K. Fielding. Ms. Fielding was appointed Executive Vice PresidentSecurities and Debt in February 2003. She is responsible for securities and debt
financing and the treasury department. From January 2000 to February 2003, Ms. Fielding served as Senior Vice PresidentSecurities and Debt. Ms. Fielding joined
the Company in February 1997 and served as Vice President-Tenders, Securities and Debt until January 2000. Prior to joining the Company, Ms. Fielding was a Vice President with
Hanover Capital Partners from 1996 to 1997, Vice Chairman, Senior Vice President and Principal of CapSource Funding Corp from 1993 to 1995, and Group Vice President with Duff & Phelps Rating
Co. from 1987 to 1993.

Lance
J. Graber. Mr. Graber has been Executive Vice President since October 1999. His principal business function is overseeing dispositions, refinancings, redevelopments
and other transactions within AIMCO Capital's portfolio of affordable properties. Prior to joining the Company, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to
May 1999, during which time he supervised a staff of seven in the making of principal investments in hotel, multi-family and assisted living properties.

Thomas
M. Herzog. Mr. Herzog was appointed Senior Vice President and Chief Accounting Officer in January 2004. Prior to joining Aimco, Mr. Herzog was at GE Real
Estate, serving as Chief Accounting Officer & Global Controller from April 2002 to January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real Estate, Mr. Herzog was at Deloitte & Touche LLP from 1990 until 2000, including a two-year assignment in the real estate national office.

Paul
J. McAuliffe. Mr. McAuliffe has been Executive Vice President since February 1999 and was appointed Chief Financial Officer in October 1999. From
May 1996 until he joined Aimco, Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Ronald
D. Monson. Mr. Monson was appointed Executive Vice President in February 2001. Beginning in February 2004, Mr. Monson assumed oversight of four of
Aimco's regional operating centers. From February 2001 to February 2004, Mr. Monson served as the head of Aimco's conventional property operations. Previously, he served as
Regional Vice President from March 1997 to May 1998, when he was promoted to Senior Vice President of the Midwest Division. Mr. Monson served as Senior Vice President of the
Midwest Division until January 1999, when he was appointed Senior Vice President of the Far West Division, which role he filled until February 2001. From April 1994 to
February 1997, Mr. Monson was a Regional Vice President for Great Atlantic Property Management.

37

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James
G. Purvis. Mr. Purvis was appointed Executive Vice PresidentHuman Resources in February 2003. Prior to joining Aimco, from October 2000 to
February 2003, Mr. Purvis served as the Vice President of Human Resources at SomaLogic, Inc. a privately held biotechnology company in Boulder, Colorado. From July 1997 to
October 2000, Mr. Purvis was the principal consultant for O3C Global Organization Solutions, a global human resources strategy and technology consulting company based in
Colorado and London. From March 1996 to July 1997 Mr. Purvis served as the Senior Vice President of Employee Relations at TCI, Inc. From August 1990 to March 1996
Mr. Purvis served as the Senior Vice President of Human Resources of Westin Hotels and Resorts.

David
Robertson. Mr. Robertson has been Executive Vice President since February 2002, and was appointed President and Chief Executive Officer of AIMCO Capital in
October 2002. He is responsible for property operations, asset management and transaction activities within AIMCO Capital's portfolio of affordable properties, and for redevelopment and
construction activities for both the conventional and affordable property portfolios. Prior to joining the Company, Mr. Robertson was a member of the investment-banking group at Smith Barney
from 1991 to 1996, where he was responsible for real estate investment banking transactions in the western United States, and was part of the Smith Barney team that managed Aimco's initial public
offering in 1994. Since February 1996, Mr. Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a privately held chain of specialty food stores.

Section 16(a) Beneficial Ownership Compliance.Section 16(a) of the Exchange Act requires the General Partner's
executive officers and directors, and persons who own more than ten percent of a registered class of OP Units, to file reports (Forms 3, 4 and 5) of unit ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and beneficial owners of more than ten percent of the OP Units are required by Securities and Exchange Commission regulations to furnish us
with copies of all such forms that they file.

Based
solely on our review of the copies of Forms 3, 4 and 5 and the amendments thereto received by us for the year ended December 31, 2003, or written representations from
certain reporting persons that no Forms 5 were required to be filed by those persons, we believe that during the period ended December 31, 2003, all filing requirements were complied
with by our executive officers, directors and the beneficial owners of more than ten percent of the OP Units disclosed in Item 12 of this Annual Report.

Audit Committee.The board of directors of the General Partner does not have a separate audit committee because the audit
committee of Aimco's board of directors makes recommendations concerning the engagement of independent auditors for Aimco and its subsidiaries, including the Partnership. In addition, the Aimco audit
committee reviews with the independent auditors the plans and results of the audit engagement, reviews the independence of the independent public accountants, considers the range of audit and
non-audit fees and reviews the adequacy of internal accounting controls. Beginning in 2003, the Aimco audit committee assumed sole responsibility for the engagement of the Partnership's independent
auditors. The Aimco audit committee currently consists of James N. Bailey, Richard S. Ellwood, J. Landis Martin and Thomas L. Rhodes. Aimco's board of directors has determined that all four members of
its audit committee qualify as "audit committee financial experts."

Aimco's
board of directors has also affirmatively determined that Messrs. Bailey, Ellwood, Martin and Rhodes are independent directors. Aimco's board has determined that to be considered
independent, an outside director may not have a direct or indirect material relationship with Aimco or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that
has a relationship with Aimco). A material relationship is one that impairs or inhibits-or has the potential to impair or inhibit-a director's exercise of critical and disinterested judgment on behalf
of Aimco and its stockholders. In determining whether a material relationship exists, Aimco's board of directors considers, for example, whether the director or a family member is a current or former
employee of Aimco, family member relationships, compensation, business relationships and payments, and charitable contributions between Aimco and an entity with which a director is affiliated (as an
executive officer, partner or substantial stockholder) and whether a director is a former employee of Aimco. Aimco's board consults with Aimco's counsel to ensure that such determinations are
consistent with all relevant securities and other laws and regulations regarding the definition of "independent director," including but not limited to those set forth in pertinent listing standards
of the New York Stock Exchange as in effect from time to time.

Code of Ethics

Effective November 6, 2003, Aimco's board of directors adopted a code of ethics entitled "Code of Business Conduct and Ethics" that applies to the
Partnership, the General Partner, the members of the General Partner's board, all of Aimco's executive officers and all of Aimco's (or its subsidiaries) employees, including the equivalent of our
principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is posted on Aimco's website (www.aimco.com). If, in the future, we
or Aimco amends, modifies or waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report on Form 8-K, Aimco intends to satisfy any applicable
disclosure requirement under Item 10 of Form 8-K by posting such information on Aimco's website (www.aimco.com), as necessary.

38

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ITEM 11.Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned with respect to each of the last three fiscal years, ending on December 31, 2003, 2002 and 2001,
respectively, to the directors of the General Partner and the Chief Executive Officer and each of the four most highly compensated executive officers, or the Named Executive Officers, of the General
Partner and Aimco. All references to stock and stock-based compensation are to shares of stock of Aimco. Information regarding stock options and other stock based compensation payable by Aimco has
been included for informational purposes since we will issue to Aimco additional OP Units upon exercise of such stock options and the contribution to us of the net proceeds therefrom.

|                                                                                                              |  |                |  |                         |  |                         |  |                |  | Long Term Compensation(1) |              |                        
|------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ----------------------- |  | -------------- |  | ------------------------- | ------------ | -----------------------
|
|
|
|Terry Considine
    Chairman of the Board of
    Directors, Chief Executive
    Officer and President         |  | 2003
2002
2001 |  | 29,171
200,000
100,000  |  | None
510,000
857,500    |  | None
None
None |  | None
None
None            |              | 768,227
615,044
921,970
|Peter K. Kompaniez
    Vice Chairman of the Board of
    Directors                                            |  | 2003
2002
2001 |  | 134,733
200,000
100,000 |  | None
485,000
507,500    |  | None
None
None |  | 428,670
None              | (4)(5)       | None
180,310
437,122   
|Paul J. McAuliffe
    Executive Vice President and
    Chief Financial Officer                                |  | 2003
2002
2001 |  | 200,000
200,000
200,000 |  | 100,000
360,000
457,500 |  | None
None
None |  | 841,586
470,439           | (7)(9)(9)    | 147,321
150,443
203,788
|David Robertson(10)
    Executive Vice President
    President and Chief Executive
    OfficerAIMCO Capital |  | 2003
2002      |  | 200,000
200,000         |  | 100,000
360,000         |  | None
None      |  | 946,784                   | (11)(13)     | 64,453
161,505         
|Lance J. Graber
    Executive Vice President
    AIMCO Capital                                               |  | 2003
2002
2001 |  | 200,000
200,000
200,000 |  | 100,000
360,000
262,500 |  | None
None
None |  | 494,443
200,220           | (14)(15)(15) | None
207,965
None      

---

39

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40

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

Information on options to purchase shares of Aimco stock granted in fiscal year 2003 to the Named Executive Officers is set forth in the following table.

|                   |  | Individual Grants(1) |  |     
|------------------ |  | -------------------- |  | ----
|
|Terry Considine    |  | 615,044              |  | 35.3
|Peter K. Kompaniez |  | 180,310              |  | 10.4
|Paul J. McAuliffe  |  | 150,443              |  | 8.6 
|David Robertson    |  | 161,505              |  | 9.3 
|Lance J. Graber    |  | 207,965              |  | 11.9

---

41

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND  FISCAL YEAR-END OPTION/SAR VALUES

Information on Aimco option exercises during 2003 by the Named Executive Officers, and the value of unexercised Aimco options held by Named Executive Officers at
December 31, 2003 is set forth in the following table.

|                   |  |      |  |      |  | Number of Securities
Underlying Unexercised
Options/SARs at
FY-End(#) |  |           |  |     
|------------------ |  | ---- |  | ---- |  | --------------------------------------------------------------------- |  | --------- |  | ----
|
|
|
|Terry Considine    |  | None |  | None |  | 3,201,070                                                             |  | 1,731,238 |  | None
|Peter K. Kompaniez |  | None |  | None |  | 873,833                                                               |  | 708,599   |  | None
|Paul J. McAuliffe  |  | None |  | None |  | 176,435                                                               |  | 421,325   |  | None
|David Robertson    |  | None |  | None |  | 16,667                                                                |  | 344,838   |  | None
|Lance J. Graber    |  | None |  | None |  | 152,000                                                               |  | 245,965   |  | None

---

EMPLOYMENT ARRANGEMENTS

Each of Messrs. Considine and Kompaniez receive annual cash compensation pursuant to employment contracts with the Company. The initial two-year
term of each of these contracts expired in July 1996 but the contracts are automatically renewed for successive one-year terms unless the officer is terminated by the Company. The
base salary payable under the employment contracts is subject to annual review and adjustment by the Compensation and Human Resources Committee of the Board of Directors of Aimco. The base annual
salaries of Messrs. Considine and Kompaniez were $29,171 and $134,733, respectively, each for 2003. Each of Messrs. Considine and Kompaniez are also eligible for a bonus set by the
Compensation and Human Resources Committee of the Board of Directors of Aimco. See "Compensation and Human Resources Committee Report to Stockholders."

The
employment contracts provide that upon a change in control of Aimco or a termination of employment under certain circumstances, the employee will be entitled to a payment equal to
three times the average annual salary for the previous three years. The contracts provide that during the term of the contract and for one year thereafter in no

42

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event
will the employees engage in the acquisition, development, operation or management of other multifamily rental apartment properties outside of Aimco. In addition, the contracts provide that the
employees will not engage in any active or passive investment in property relating to multifamily rental apartment properties, with the exception of the ownership of up to 1% of the securities of any
publicly-traded company involved in those activities.

Effective
in January 2002, Aimco entered into certain non-competition and non-solicitation agreements with a number of employees, including
Messrs. Considine, Kompaniez, McAuliffe, Robertson and Graber. Pursuant to the agreements, in consideration for payment of certain bonus and restricted stock, each of these executives agreed
that during the term of his employment with Aimco and for a period of two (2) years following the termination of his employment, except in circumstances where there was a change in control of
Aimco, he could not (i) be employed by a competitor of Aimco named on a schedule to the agreement, (ii) solicit other Aimco employees to leave Aimco's employ or (iii) solicit
customers of Aimco to terminate their relationship with Aimco. The agreements further required that the executives protect Aimco's trade secrets and confidential information.

The
agreements provide that in order to enforce the above-noted non-competition condition following the executive's termination of employment by Aimco without cause, each of
Messrs. Considine, Kompaniez, McAuliffe, Robertson and Graber will receive, for a period not to exceed the earlier of twenty-four (24) months following such termination or
the date of acceptance of employment with a non-competitor, (i) severance pay in an amount, if any, to be determined by Aimco in its sole discretion, and (ii) a monthly
payment equal to two-thirds (2/3) of such executive's monthly base salary at the time of termination.

For
purposes of these agreements, "cause" is defined to mean, among other things, the executive's (i) breach of the agreement, (ii) failure to perform required employment
services, (iii) misappropriation of Aimco's funds or property, (iv) indictment, conviction, plea of guilty or plea of no contest to a crime involving fraud or moral turpitude, or
(v) negligence, fraud, breach of fiduciary duty, misconduct or violation of law.

ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information available to the Company, as of March 5, 2004, with respect to OP Units of the Company beneficially owned
by (i) each director, the chief executive officer of the General Partner and the Named Executive Officers of the General Partner who were serving as of December 31, 2003; and
(ii) all directors and executive officers as a group. The table also sets forth certain information available to the Company as of March 5, 2004, with respect to OP Units held by each
person known to the Company to be the beneficial owner of more than 5% of such OP Units. This table does not reflect options that are not exercisable within 60 days. Unless otherwise indicated,
each person has sole voting and investment power with respect to the securities beneficially owned by that person. The business address of each of the following directors and executive officers is
4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, unless otherwise specified.

|Name and Address of Beneficial Owner                   |                                                              | Number of
OP Units |            | Percentage
Ownership of the
Partnership (1) |     
|------------------------------------------------------ | ------------------------------------------------------------ | ------------------ | ---------- | ------------------------------------------- | ----
|Directors & Executive Officers of the General Partner: |                                                              |                    |            |                                             |     
|                                                       | Terry Considine                                              |                    | 2,439,557  | (2)                                         | 2.3 
|                                                       | Peter K. Kompaniez                                           |                    | 364,631    | (3)                                         | *   
|                                                       | Paul J. McAuliffe                                            |                    | 6,358      | (4)                                         | *   
|                                                       | David Robertson                                              |                    | None       |                                             | *   
|                                                       | Lance J. Graber                                              |                    | None       |                                             | *   
|                                                       | All directors and executive officers as a group (17 persons) |                    | 2,937,661  | (5)                                         | 2.8 
|5% or Greater Holders:                                 |                                                              |                    |            |                                             |     
|                                                       | AIMCO-LP, Inc.                                               |                    | 93,586,675 | (6)                                         | 89.0

---

43

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Information on equity compensation plans as of the end of the 2003 fiscal year under which equity securities of Aimco are authorized for issuance is set forth in
the following table.

|Plan Category                                              |  | Number of securities to be issued
upon exercise of outstanding options
warrants and rights |   | Weighted average exercise
price of outstanding options,
warrants and rights |       | Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities subject to outstanding
unexercised grants)
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ | - | --------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |  | 10,078,689                                                                                 |   | $                                                                           | 39.54 |                                                                                                                                                              
|Equity compensation plans not approved by security holders |  | 29,036(1                                                                                   | ) |                                                                             | 35.13 |                                                                                                                                                              

---

ITEM 13.Certain Relationships and Related Transactions

From time to time, Aimco has entered into various transactions with certain of its executive officers and directors. Aimco attempts to price such transactions
based on fair market value, and believes that the transactions are on terms that are as favorable to the Company as could be achieved with unrelated third parties.

In
2003, we sold to a limited liability company owned by members of senior management and other employees of the Company (approximately 45% by a Considine family partnership,
approximately 11% by Mr. Kompaniez and approximately 44% by other employees) an aggregate of 5,000 Class VI Units for approximately $985,000. The sale was approved by Aimco's
stockholders at the 2003 Annual Stockholders' Meeting.

Based
upon the total return of Aimco's Class A Common Stock during 2001, 2002 and 2003, compared to the Morgan Stanley REIT Index, and a 36.8% minimum return, the Class IV
Units were valued at $0 as of January 1, 2004 and the allocable investment made by the holders of $1,792,764 was lost.

Based
on the total return of Aimco's Class A Common Stock during 2002 and 2003, compared to the Morgan Stanley REIT Index, and a 23.2% minimum return, the Class V Units
were valued at $0 for the period of January 1, 2002 through December 31, 2003, however, the full measurement period ends on December 31, 2004.

Based
on the total return of Aimco's Class A Common Stock during 2003, compared to the Morgan Stanley REIT Index, and a minimum 11% return, the Class VI Units were valued
at $0 for the period of January 1, 2003 through December 31, 2003, however, the full measurement period ends on December 31, 2005.

We
are currently proposing, if approved by Aimco's stockholders at its 2004 Annual Stockholders' Meeting, to issue up to 5,000 Class VII High Performance Partnership Units to a
limited liability company that we expect will be owned by members of senior management and other employees of Aimco's subsidiaries (approximately 40% by a Considine family partnership, approximately
10% by Mr. Kompaniez, and approximately 50% by other employees) for $915,000.

Messrs. Considine
and Kompaniez were issued common OP units in exchange for their interests in a limited liability company holding interests in real estate and other assets having
an estimated market value of approximately $407,793. The limited liability company was originally created, and the interest in it held, by Messrs. Considine and Kompaniez as an accommodation to
Aimco. The number of common OP units issued in exchange for such interests was determined based on the average of the closing prices of Aimco's Class A Common Stock on the New York Stock
Exchange during the ten trading day period ended on the last trading day immediately prior to the date set forth in the contribution

44

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agreement
related to the transaction, which for a portion of the interests (having an estimated value of approximately $194,101) was $34.676 per share and for a portion of the interests (having an
estimated value of approximately $213,692) was $34.846 per share. The transaction was approved by the Compensation and Human Resources Committee of the Board of Directors of Aimco based on a variety
of factors, including third party valuations of the real estate in which the limited liability company held an indirect interest net of any related debt obligations.

On
March 4, 2004, the Company entered into several agreements with David Robertson and his wife in connection with their relocation from California to Denver, Colorado, the
location of the Company's headquarters. The terms of the agreements included: (i) the purchase by the Company of the Robertsons' residence in California for approximately $4,550,000, which
price represented the average of two certified independent appraisals of the residence; (ii) the payment by the Company of all closing and related costs in connection with such purchase from
the Robertsons (approximately $15,000); (iii) the reimbursement to the Company by the Robertsons of $3,800 in property taxes not yet due and payable for the period from January 1, 2004
through March 4, 2004; (iv) the reimbursement to the Robertsons by the Company of approximately $375,000 for capital gain taxes incurred by the Robertsons as a result of the sale of this
residence; (v) the right of the Robertsons to rent the residence on a month-to-month basis at a rate of $5,000 per month (subject to certain conditions); (vi) the
reimbursement to the Robertsons by the Company of any improvement costs expended by the Robertsons to improve the residence during the term of their lease in an amount not to exceed $25,000; and
(vii) the reimbursement to the Robertsons by the Company of all relocation expenses of the Robertsons and their dependents as well as certain costs related to the purchase of a new residence in
Colorado.

STOCK PURCHASE LOANS

From time to time, prior to the effectiveness of the Sarbanes-Oxley Act of 2002 in July 2002, Aimco made loans to its executive officers to finance their
purchase of shares of Aimco Class A Common Stock from Aimco. In order to comply with the Sarbanes-Oxley Act of 2002, Aimco no longer provides loans to executive officers and will not make any
material modification to any existing loans to executive officers. The following table sets forth certain information with respect to stock purchase loans to executive officers.

|Name               |  | Interest Rate |   | Highest Amount
Owed During
2003 |            | Amount Repaid
Since Inception
(through 3/15/04) |   | March 15, 2004
Balance
|------------------ |  | ------------- | - | ------------------------------- | ---------- | ----------------------------------------------- | - | ----------------------
|Terry Considine    |  | 7.25          | % | $                               | 15,220,402 |                                                 | $ | 25,137,815            
|Peter K. Kompaniez |  | 7.25          |   |                                 | 1,444,584  |                                                 |   | 11,936,265            
|Jeffrey W. Adler   |  | 7.25          |   |                                 | 594,385    |                                                 |   | 73,075                
|Harry G. Alcock    |  | 7.00          |   |                                 | 736,978    |                                                 |   | 692,050               
|Miles Cortez       |  | 7.25          |   |                                 | 3,000,045  |                                                 |   | 70,495                
|Joseph DeTuno      |  | 7.00          |   |                                 | 242,994    |                                                 |   | 345,900               
|Randall J. Fein    |  | n/a           |   |                                 | n/a        |                                                 |   | n/a                   
|Patti K. Fielding  |  | 7.25          |   |                                 | 590,521    |                                                 |   | 122,209               
|Lance J. Graber    |  | 7.00          |   |                                 | 1,925,000  |                                                 |   | 159,363               
|Thomas M. Herzog   |  | n/a           |   |                                 | n/a        |                                                 |   | n/a                   
|Paul J. McAuliffe  |  | 7.00          |   |                                 | 1,948,437  |                                                 |   | 667,979               
|Ronald D. Monson   |  | 7.25          |   |                                 | 879,018    |                                                 |   | 442,533               
|James G. Purvis    |  | n/a           |   |                                 | n/a        |                                                 |   | n/a                   
|David Robertson    |  | 6.75          |   |                                 | 2,994,356  |                                                 |   | 122,038               
|                   |  |               |   |                                 |            |                                                 |   |                       
|                   |  |               |   | $                               | 29,576,720 |                                                 | $ | 39,769,722            

45

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LOANS RELATED TO HIGH PERFORMANCE UNITS

From time to time, prior to the effectiveness of the Sarbanes-Oxley Act of 2002 in July 2002, we made loans to certain of our executive officers and
employees to finance their investment in High Performance Units through a limited liability company owned by a limited number of Aimco employees. Each loan is a full recourse loan repayable pursuant
to an installment payment or a payroll deduction plan. No such loans have been made to Messrs. Considine or Kompaniez. The following table sets forth certain information with respect to these
loans. The employees named below are the Named Executive Officers. Other executive officers and non-executive officers who received loans are grouped in the "other employees" category. In
order to comply with the Sarbanes-Oxley Act of 2002, we no longer provide loans to executive officers and will not make any material modification to any existing loans to executive officers.

|Name                                    |  | Interest Rate |   | Highest Amount
Owed During
2003 |           | Amount Repaid Since
Inception
(through 3/15/04) |   | March 15, 2004
Balance
|--------------------------------------- |  | ------------- | - | ------------------------------- | --------- | ----------------------------------------------- | - | ----------------------
|Terry Considine                         |  | n/a           |   |                                 | n/a       |                                                 |   | n/a                   
|Peter K. Kompaniez                      |  | n/a           |   |                                 | n/a       |                                                 |   | n/a                   
|Lance J. Graber                         |  | 7.00          | % | $                               | 71,711    |                                                 | $ | 71,711                
|Paul J. McAuliffe                       |  | 7.00          |   |                                 | 376,929   |                                                 |   | 456,717               
|David Robertson                         |  | 7.00          |   |                                 | 19,401    |                                                 |   | 13,132                
|Other Employees as a group (50 persons) |  | 7.00          |   |                                 | 1,119,304 |                                                 |   | 1,357,161             
|                                        |  |               |   |                                 |           |                                                 |   |                       
|                                        |  |               |   | $                               | 1,587,345 |                                                 | $ | 1,898,721             

ITEM 14.Principal Accountant Fees and Services

Principal
Accountant Fees

The
aggregate fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2003 and 2002 are described below.

Audit Fees

Fees for audit services totaled approximately $6.2 million in 2003 and approximately $6.3 million in 2002. These amounts include fees associated with
the annual audit of the financial statements of Aimco and certain of its consolidated subsidiaries and unconsolidated investees. Fees for audit services also include fees for the reviews of Aimco's
quarterly reports on Form 10-Q, registration statements filed with the Securities and Exchange Commission, other filings with them, equity or debt offerings, comfort letters and
consents.

Audit-Related Fees

Fees for audit-related services totaled approximately $3.0 million in 2003 and approximately $3.9 million in 2002. Audit-related services principally
include various audit and attest work not required by statute or regulation, due diligence in connection with acquisitions, and accounting consultations.

Tax Fees

Fees for tax services, including tax compliance services for approximately 600 subsidiaries or affiliates of the Company, tax advice and tax planning totaled
approximately $5.0 million in 2003 and $4.8 million in 2002.

All Other Fees

Fees for all other services not included above totaled approximately $0.3 million in 2003 and $1.2 million in 2002, principally consisting of real
estate advisory services and risk management advisory services. There were no fees billed or incurred in 2003 or 2002 related to financial information systems design and implementation.

Included
in the fees above are audit and tax compliance fees of $8.3 million and $8.4 million for 2003 and 2002, respectively, for services provided to approximately 600
consolidated and unconsolidated partnerships for which an Aimco subsidiary is the general partner.

46

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Audit Committee of Aimco's Board of Directors Pre-Approval Policies

On
July 24, 2003 the Audit Committee of Aimco's board of directors adopted, and on November 6, 2003, updated the Audit and Non-Audit Services
Pre-Approval Policy (the "Pre-approval Policy"). The Pre-approval Policy describes the Audit, Audit-related, Tax and Other Permitted services that have the general
pre-approval of the Audit Committee of Aimco's board of directors, typically subject to a dollar limit of $25,000. The term of any general pre-approval is generally twelve
(12) months from the date of pre-approval, unless the Audit Committee of Aimco's board of directors considers a different period and states otherwise. At least annually, the Audit
Committee of Aimco's board of directors will review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from
the Audit Committee of Aimco's board of directors. In accordance with this review, the Audit Committee of Aimco's board of directors may add to or subtract from the list of general
pre-approved services or modify the permissible dollar limit associated with pre-approvals. As set forth in the Pre-approval Policy, unless a type of service has received
general pre-approval, it will require specific pre-approval by the Audit Committee of Aimco's board of directors if it is to be provided by the independent auditor. For both
types of pre-approval, the Audit Committee of Aimco's board of directors will consider whether such services are consistent with the rules on auditor independence. The Audit Committee of
Aimco's board of directors will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Aimco's
business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance Aimco's ability to manage or control risk or improve audit quality. All such
factors will be considered as a whole, and no one factor will necessarily be determinative.

47

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PART IV

ITEM 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K



INDEX TO EXHIBITS (1)

|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger, dated as of December 3, 2001, by and among Apartment Investment and Management Company, Casden Properties, Inc. and XYZ Holdings LLC (Exhibit 2.1 to Aimco's Current Report on Form 8-K, filed
December 6, 2001, is incorporated herein by this reference)                          
|10.1        |  | Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 as amended and restated as of October 1, 1998 (Exhibit 10.8 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998, is incorporated herein by this reference)
|10.2        |  | First Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 6, 1998 (Exhibit 10.9 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, is
incorporated herein by this reference)                    
|10.3        |  | Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 30, 1998 (Exhibit 10.1 to Amendment No. 1 to Aimco's Current Report on Form 8-K/A, filed February 11, 1999, is
incorporated herein by this reference)                         
|10.4        |  | Third Amendment to Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 18, 1999 (Exhibit 10.12 to Aimco's Annual Report on Form 10-K for the year ended December 31 1998, is incorporated herein
by this reference)                                       
|10.5        |  | Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 1999 (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by this reference)                         
|10.6        |  | Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.3 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by this reference)                          
|10.7        |  | Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 26, 1999 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, is
incorporated herein by this reference)                           
|10.8        |  | Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 27, 1999 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999,
is incorporated herein by this reference)                
|            |  |                                                                                                                                                                                                                                                                                                                   

48

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|10.9  |  | Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 14, 1999 (Exhibit 10.9 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated
herein by reference)                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  | Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.10 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated
hereby by reference)                                                
|10.11 |  | Tenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of December 21, 1999 (Exhibit 10.11 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated
herein by reference)                                                
|10.12 |  | Eleventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 13, 2000 (Exhibit 10.12 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated
herein by reference)                                              
|10.13 |  | Twelfth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 19, 2000 (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, is
incorporated herein by this reference)                                 
|10.14 |  | Thirteenth Amendment to the Third and Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 7, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended June 30, 2000, is incorporated herein by this reference)     
|10.15 |  | Fourteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 12, 2000 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended September 30, 2000, is incorporated herein by this reference)
|10.16 |  | Fifteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended September 30, 2000, is incorporated herein by this reference) 
|10.17 |  | Sixteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of September 15, 2000 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended September 30, 2000, is incorporated herein by this reference) 
|10.18 |  | Seventeenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 10, 2000 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended September 30, 2000, is incorporated herein by this reference)
|10.19 |  | Eighteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 16, 2000 (Exhibit 10.19 to Aimco's Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein
by this reference)                                                
|10.20 |  | Nineteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of February 28, 2001 (Exhibit 10.20 to Aimco's Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein
by this reference)                                                
|10.21 |  | Twentieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 19, 2001 (Exhibit 10.21 to Aimco's Annual Report on Form 10-K/A for the fiscal year 2000, is incorporated herein by
this reference)                                                    
|10.22 |  | Twenty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 10, 2001 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended
June 30, 2001, is incorporated herein by this reference)         
|      |  |                                                                                                                                                                                                                                                                                                                            

49

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|10.23 |  | Twenty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of June 20, 2001 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended June 30, 2001, is incorporated herein by this reference)  
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  | Twenty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 20, 2001 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended
June 30, 2001, is incorporated herein by this reference)   
|10.25 |  | Twenty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 1, 2001 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended June 30, 2001, is incorporated herein by this reference) 
|10.26 |  | Twenty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.5 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended
June 30, 2001, is incorporated herein by this reference)    
|10.27 |  | Twenty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.6 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended
June 30, 2001, is incorporated herein by this reference)    
|10.28 |  | Twenty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 2, 2001 (Exhibit 10.7 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended June 30, 2001, is incorporated herein by this reference)  
|10.29 |  | Twenty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 25, 2002 (Exhibit 10.1 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended March 31, 2002, is incorporated herein by this reference)
|10.30 |  | Twenty-ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of March 11, 2002 (Exhibit 10.2 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended March 31, 2002, is incorporated herein by this reference) 
|10.31 |  | Thirtieth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 1, 2002 (Exhibit 10.3 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period ended
March 31, 2002, is incorporated herein by this reference)     
|10.32 |  | Thirty-first Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 10, 2002 (Exhibit 10.4 to the Quarterly Report on Form 10-Q of AIMCO Properties, L.P. for the quarterly period
ended March 31, 2002, is incorporated herein by this reference) 
|10.33 |  | Thirty-second Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of May 14, 2002 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, is
incorporated herein by this reference)                         
|10.34 |  | Thirty-third Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of November 27, 2002 (Exhibit 10.34 to Aimco's Annual Report on Form 10-K for the year ended December 31, 2002, is
incorporated herein by this reference)                               
|10.35 |  | Thirty-fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 29, 2003 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, is
incorporated herein by this reference)                      
|      |  |                                                                                                                                                                                                                                                                                                                       

50

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|10.36   |  | Thirty-fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of April 30, 2003 (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, is
incorporated herein by this reference)                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.37   |  | Thirty-sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 16, 2003 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, is
incorporated herein by this reference)                                                                                                                                                             
|10.38   |  | Thirty-seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 24, 2003 (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, is
incorporated herein by this reference)                                                                                                                                                           
|10.39   |  | Thirty-eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of January 30, 2004 (Exhibit 10.39 to Aimco's Annual Report on Form 10-K for the year ended December 31,
2003, is incorporated herein by this reference)                                                                                                                                                                   
|10.40   |  | Fifth Amended and Restated Credit Agreement (the "Revolver"), dated as of February 14, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America,
N.A. and the Lenders listed therein (Exhibit 10.35.2 to Aimco's Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)                         
|10.40.1 |  | Form of First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America,
N.A., and the lenders listed therein (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, is incorporated herein by this reference)       
|10.40.2 |  | Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A.,
and the lenders listed therein (Exhibit 10.4 to Aimco's Current Report on Form 8-K dated August 20, 2003, is incorporated herein by this reference)                                            
|10.40.3 |  | Form of Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., and the lenders listed therein (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, is incorporated herein by this reference)
|10.41   |  | Amended and Restated Payment Guaranty (Revolver Guarantors), dated as of May 30, 2003, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders from time to time party to the Revolver (Exhibit 10.5 to Aimco's Current Report
on Form 8-K dated August 20, 2003, is incorporated herein by this reference)                                                                                                                    
|10.42   |  | Payment Guaranty (Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders party to the Revolver (Exhibit 10.31 to Aimco's Annual Report on Form 10-K for the year ended
December 31, 2001, is incorporated herein by this reference)                                                                                                                                           
|10.43   |  | Interim Credit Agreement ("Interim Credit Agreement") among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company, Lehman Commercial Paper, Inc., and the other financial institutions party thereto, dated as of
March 11, 2002 (Exhibit 10.32 to Aimco's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by this reference)                                               
|10.43.1 |  | First Amendment and Waiver, dated as of June 12, 2002, to the Interim Credit Agreement by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and
each lender from time to time party thereto (Exhibit 10.43.1 to Aimco's Annual Report on Form 10-K for the year ended December 31, 2003, is incorporated herein by this reference)               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           

51

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|10.43.2 |  | Second Amendment, dated as of August 2, 2002, to the Interim Credit Agreement by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and each
lender from time to time party thereto (Exhibit 10.3 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by this reference)                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.43.3 |  | Third Amendment, dated as of February 14, 2003 to the Interim Credit Agreement by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and each
lender from time to time party thereto (Exhibit 10.38.2 to Aimco's Annual Report on Form 10-K for the year ended December 31, 2002, is incorporated herein by this reference)                         
|10.43.4 |  | Form of Fourth Amendment, dated as of May 9, 2003 to the Interim Credit Agreement by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and each
lender from time to time party thereto (Exhibit 10.3 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, is incorporated herein by this reference)         
|10.43.5 |  | Fifth Amendment, dated as of May 30, 2003, to the Interim Credit Agreement by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company, Lehman Commercial Paper Inc., and the lenders from time to time party
thereto (Exhibit 10.6 to Aimco's Current Report on Form 8-K dated August 20, 2003, is incorporated herein by this reference)                                                                     
|10.43.6 |  | Form of Sixth Amendment, dated as of September 30, 2003 to the Interim Credit Agreement by and among AIMCO Properties, L.P., NHP Management Company, Apartment Investment and Management Company, Lehman Commercial Paper Inc., Lehman Brothers Inc., and
each lender from time to time party thereto (Exhibit 10.4 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, is incorporated herein by this reference)   
|10.44   |  | Form of Amended and Restated Payment Guaranty (Casden Loan Guarantors), dated as of May 30, 2003, by the guarantor signors thereto in favor of Lehman Commercial Paper Inc. and the lenders from time to time party to the Interim Credit Agreement
(Exhibit 10.7 to Aimco's Current Report on Form 8-K dated August 20, 2003, is incorporated herein by this reference)                                                                                    
|10.45   |  | Payment Guaranty (Non-Casden Guarantors), dated as of March 11, 2002, by the guarantor signors thereto in favor of Lehman Commercial Paper, Inc. and the lenders party to the Interim Credit Agreement (Exhibit 10.34 to Aimco's Annual Report on Form
10-K for the year ended December 31, 2001, is incorporated herein by this reference)                                                                                                                 
|10.46   |  | Term Loan Credit Agreement ("Term Loan"), dated as of May 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, each lender from time to time party to the
Term Loan and Bank of America, N.A., as administrative agent (Exhibit 10.1 to Aimco's Current Report on Form 8-K dated August 20, 2003, is incorporated herein by this reference)                   
|10.46.1 |  | Form of First Amendment to Term Loan Agreement, dated as of September 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc. and NHP Management Company, Bank of America, N.A., as
Administrative Agent and the Lenders party thereto (Exhibit 10.5 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, is incorporated herein by this reference)
|10.47   |  | Payment Guaranty (Term Loan Guarantors), dated as of May 30, 2003, by the guarantor signors thereto in favor of Bank of America, N.A. and the lenders from time to time party to the Term Loan (Exhibit 10.2 to Aimco's Current Report on Form 8-K dated
August 20, 2003, is incorporated herein by this reference)                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             

52

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|10.48 |  | Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of May 30, 2003, by and among Bank of America, N.A. in its capacity as collateral agent and as administrative agent for the lenders on the Term Loan and the lenders on the
Revolver, Lehman Commercial Paper Inc., in its capacity as administrative agent for the lenders on the Interim Credit Agreement, Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management
Company (Exhibit 10.3 to Aimco's Current Report on Form 8-K dated August 20, 2003, is incorporated herein by this reference)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.49 |  | Consent and Voting Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, certain stockholders of Casden Properties, Inc., and Casden Park La Brea, Inc., set forth on the signature pages thereto (Exhibit 2.2 to
Aimco's Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)                                                                                                                                                                                                                                                                           
|10.50 |  | Master Indemnification Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., XYZ Holdings LLC, and the other parties signatory thereto (Exhibit 2.3 to Aimco's Current Report on Form 8-K,
filed December 6, 2001, is incorporated herein by this reference)                                                                                                                                                                                                                                                                                                              
|10.51 |  | Tax Indemnification and Contest Agreement, dated December 3, 2001, by and among Apartment Investment and Management Company, National Partnership Investments, Corp., and XYZ Holdings LLC and the other parties signatory thereto (Exhibit 2.4 to Aimco's
Current Report on Form 8-K, filed December 6, 2001, is incorporated herein by this reference)                                                                                                                                                                                                                                                                                 
|10.52 |  | Purchase Agreement, dated March 21, 2002, by and among Cohen & Steers Quality Income Realty Fund, Inc., Cohen & Steers Equity Income Fund, Inc. and Apartment Investment and Management Company (Exhibit 1.1 to Aimco's Current Report on Form 8-K,
 dated March 25, 2002, is incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                     
|10.53 |  | Placement Agency Agreement, dated March 21, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., Merrill Lynch & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Exhibit 1.2 to Aimco's Current
Report on Form 8-K, dated March 25, 2002, is incorporated herein by this reference)                                                                                                                                                                                                                                                                                                      
|10.54 |  | Limited Liability Company Agreement of AIMCO JV Portfolio #1, LLC dated as of December 30, 2003 by and among AIMCO BRE I, LLC, AIMCO BRE II, LLC and SRV-AJVP#1, LLC (Exhibit 10.54 to Aimco's Annual Report on Form 10-K for the year ended December 31,
2003, is incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                
|10.55 |  | Employment Contract, executed on July 29, 1994, by and between AIMCO Properties, L.P., and Peter Kompaniez (Exhibit 10.44A to Aimco's Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)
*                                                                                                                                                                                                                                                                                                                                                                                       
|10.56 |  | Employment Contract executed on July 29, 1994 by and between AIMCO Properties, L.P. and Terry Considine (Exhibit 10.44C to Aimco's Annual Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by this reference)*                                                                                                                                                                                                                                                                                                                                                                                           
|10.57 |  | Apartment Investment and Management Company 1998 Incentive Compensation Plan (Annex B to Aimco's Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 1998, is incorporated herein by this reference)*                                                                                                                                                                                                                                                                                                                                                                                                                
|10.58 |  | Apartment Investment and Management Company 1997 Stock Award and Incentive Plan (October 1999) (Exhibit 10.26 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference)
*                                                                                                                                                                                                                                                                                                                                                                                                    
|10.59 |  | Form of Restricted Stock Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.11 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, is incorporated herein by this reference)*                                                                                                                                                                                                                                                                                                                                                                                                           
|10.60 |  | Form of Incentive Stock Option Agreement (1997 Stock Award and Incentive Plan) (Exhibit 10.42 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by this reference)*                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

53

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|10.61 |  | Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan, adopted August 29, 1996 (Exhibit 10.8 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996, is incorporated herein by this
reference)*                                                                        
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.62 |  | Amended and Restated Apartment Investment and Management Company Non-Qualified Employee Stock Option Plan (Annex B to Aimco's Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, is incorporated herein by this
reference)*                                                                             
|10.63 |  | The 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries (Exhibit 10.40 to Annual Report on Form 10-K of Ambassador Apartments, Inc. for the year ended
December 31, 1997, is incorporated herein by this reference)*                        
|10.64 |  | Amendment to the 1994 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries (Exhibit 10.41 to Ambassador Apartments, Inc. Annual Report on Form 10-K for the year
ended December 31, 1997, is incorporated herein by this reference)*               
|10.65 |  | The 1996 Stock Incentive Plan for Officers, Directors and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P., and Subsidiaries, as amended March 20, 1997 (Exhibit 10.42 to Ambassador Apartments, Inc. Annual Report on Form 10-K
for the year ended December 31, 1997, is incorporated herein by this reference)*
|10.66 |  | Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and November 13, 1995 (Exhibit 10.1 to Insignia Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by this
reference)*                                                                                   
|10.67 |  | NHP Incorporated 1990 Stock Option Plan (Exhibit 10.9 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*                                                                                                                                                     
|10.68 |  | NHP Incorporated 1995 Incentive Stock Option Plan (Exhibit 10.10 to NHP Incorporated Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by this reference)*                                                                                                                                          
|10.69 |  | Summary of Agreement for Sale of Stock to Executive Officers (Exhibit 10.104 to Aimco's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by this reference)*                                                                                                                                       
|21.1  |  | List of Subsidiaries                                                                                                                                                                                                                                                                                                                      
|23.1  |  | Consent of Ernst & Young LLP                                                                                                                                                                                                                                                                                                              
|31.1  |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              
|31.2  |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              
|32.1  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                    
|32.2  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                    
|99.1  |  | Agreement re: disclosure of long-term debt instruments                                                                                                                                                                                                                                                                                    

---

54

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 15th day of March, 2004.

| |  | AIMCO PROPERTIES, L.P.                                                             
| |  | -----------------------------------------------------------------------------------
| |  | By:                                                                                
| |  | /s/TERRY CONSIDINETerry Considine Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|Signature                               |  | Title                                                                                    |  | Date          
|--------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | --------------
|                                        |  |                                                                                          |  |               
|/s/TERRY CONSIDINETerry Considine       |  | Chairman of the Board and Chief Executive Officer of the registrant's general partner    |  | March 15, 2004
|/s/PETER K. KOMPANIEZPeter K. Kompaniez |  | Vice Chairman and President of the registrant's general partner                          |  | March 15, 2004
|/s/PAUL J. MCAULIFFEPaul J. McAuliffe   |  | Executive Vice President and Chief Financial Officer of the registrant's general partner |  | March 15, 2004
|/s/THOMAS M. HERZOGThomas M. Herzog     |  | Senior Vice President and Chief Accounting Officer of the registrant's general partner   |  | March 15, 2004

55

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AIMCO PROPERTIES, L.P.    INDEX TO FINANCIAL STATEMENTS



|                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------
|Financial Statements:                                                                                                                            
|Report of Independent Auditors                                                                                                                   
|Consolidated Balance Sheets as of December 31, 2003 and 2002                                                                                     
|Consolidated Statements of Income for the Years Ended December 31, 2003, 2002 and 2001                                                           
|Consolidated Statements of Partners' Capital for the Years Ended December 31, 2003, 2002 and 2001                                                
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001                                                       
|Notes to Consolidated Financial Statements                                                                                                       
|Financial Statement Schedule:                                                                                                                    
|Schedule IIIReal Estate and Accumulated Depreciation                                                                                            
|All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto

F-1

---



REPORT OF INDEPENDENT AUDITORS

The
Partners
AIMCO Properties, L.P.

We
have audited the accompanying consolidated balance sheets of AIMCO Properties, L.P. as of December 31, 2003 and 2002, and the related consolidated statements of income,
partners' capital and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule listed in the Index at Item
15(a)(2). These financial statements and schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based
on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AIMCO Properties, L.P. at
December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly, in all material respects the information set forth therein.

As
discussed in Note 2 to the consolidated financial statements, the Partnership adopted Statement of Financial Accounting Standards No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets,"as of January 1, 2002. As a result, the accompanying consolidated
financial statements for 2001, referred to above, have been restated to conform to the presentation adopted in 2002 in accordance with accounting principles generally accepted in the United States.



Denver,
Colorado
February 12, 2004
        except for Note 22, as to which the date is February 24, 2004

F-2

---



AIMCO PROPERTIES, L.P.        CONSOLIDATED BALANCE SHEETS        As of December 31, 2003 and 2002        (In Thousands)

|                                                              |                                                | 2003                                    |            | 2002       |           
|------------------------------------------------------------- | ---------------------------------------------- | --------------------------------------- | ---------- | ---------- | ----------
|ASSETS                                                        |                                               
|Real estate:                                                  |                                                |                                         |            |            |           
|                                                              | Land                                           |                                         | $          | 2,085,425  |           
|                                                              | Buildings and improvements                     |                                         |            | 8,515,493  |           
|                                                              |                                                |                                         |            |            |           
|Total real estate                                             |                                                |                                         | 10,600,918 |            |           
|                                                              | Less accumulated depreciation                  |                                         |            | (1,847,147 | )         
|                                                              |                                                |                                         |            |            |           
|                                                              |                                                | Net real estate                         |            |            | 8,753,771 
|                                                              |                                                |                                         |            |            |           
|Cash and cash equivalents                                     |                                                |                                         | 98,129     |            |           
|Restricted cash                                               |                                                |                                         | 245,818    |            |           
|Accounts receivable                                           |                                                |                                         | 67,379     |            |           
|Accounts receivable from affiliates                           |                                                |                                         | 56,874     |            |           
|Deferred financing costs                                      |                                                |                                         | 73,736     |            |           
|Notes receivable from unconsolidated real estate partnerships |                                                |                                         | 137,416    |            |           
|Notes receivable from non-affiliates                          |                                                |                                         | 68,771     |            |           
|Notes receivable from Aimco                                   |                                                |                                         | 11,955     |            |           
|Investment in unconsolidated real estate partnerships         |                                                |                                         | 238,043    |            |           
|Other assets                                                  |                                                |                                         | 282,794    |            |           
|Assets held for sale                                          |                                                |                                         | 89,931     |            |           
|                                                              |                                                |                                         |            |            |           
|                                                              |                                                | Total assets                            |            | $          | 10,124,617
|                                                              |                                                |                                         |            |            |           
|LIABILITIES AND PARTNERS' CAPITAL                             |                                               
|Secured tax-exempt bond financing                             |                                                | $                                       | 1,199,360  |            | $         
|Secured notes payable                                         |                                                |                                         | 4,449,541  |            |           
|Mandatorily redeemable preferred securities                   |                                                |                                         | 113,619    |            |           
|Term loans                                                    |                                                |                                         | 354,387    |            |           
|Credit facility                                               |                                                |                                         | 81,000     |            |           
|                                                              |                                                |                                         |            |            |           
|                                                              |                                                | Total indebtedness                      |            |            | 6,197,907 
|                                                              |                                                |                                         |            |            |           
|Accounts payable                                              |                                                |                                         | 18,491     |            |           
|Accrued liabilities and other                                 |                                                |                                         | 401,456    |            |           
|Deferred income                                               |                                                |                                         | 26,024     |            |           
|Security deposits                                             |                                                |                                         | 41,366     |            |           
|Deferred income taxes payable                                 |                                                |                                         | 26,065     |            |           
|Liabilities related to assets held for sale                   |                                                |                                         | 45,543     |            |           
|                                                              |                                                |                                         |            |            |           
|                                                              |                                                | Total liabilities                       |            |            | 6,756,852 
|                                                              |                                                |                                         |            |            |           
|Minority interest in consolidated real estate partnerships    |                                                |                                         | 192,950    |            |           
|Partners' capital:                                            |                                                |                                         |            |            |           
|                                                              | Preferred units                                |                                         |            | 952,952    |           
|                                                              | General Partner and Special Limited Partner    |                                         |            | 1,919,947  |           
|                                                              | Limited Partners                               |                                         |            | 319,992    |           
|                                                              | High performance units                         |                                         |            | (8,064     | )         
|                                                              | Less: Investment in Aimco Class A Common Stock |                                         |            | (10,012    | )         
|                                                              |                                                |                                         |            |            |           
|                                                              |                                                | Total partners' capital                 |            |            | 3,174,815 
|                                                              |                                                |                                         |            |            |           
|                                                              |                                                | Total liabilities and partners' capital |            | $          | 10,124,617
|                                                              |                                                |                                         |            |            |           

See
notes to consolidated financial statements.

F-3

---



AIMCO PROPERTIES, L.P.        CONSOLIDATED STATEMENTS OF INCOME        For the Years Ended December 31, 2003, 2002 and 2001        (In Thousands, Except Per Unit Data)

|                                                                         |                                                                           | 2003           |           | 2002  |           | 2001      |     
|------------------------------------------------------------------------ | ------------------------------------------------------------------------- | -------------- | --------- | ----- | --------- | --------- | ----
|REVENUES:                                                                |                                                                           |                |           |       |           |           |     
|Rental and other property revenues                                       |                                                                           | $              | 1,445,796 |       | $         | 1,292,352 |     
|Management fees and other income primarily from affiliates               |                                                                           |                | 70,487    |       |           | 95,479    |     
|                                                                         |                                                                           |                |           |       |           |           |     
|                                                                         |                                                                           | Total revenues |           |       | 1,516,283 |           |     
|                                                                         |                                                                           |                |           |       |           |           |     
|EXPENSES:                                                                |                                                                           |                |           |       |           |           |     
|Property operating expenses                                              |                                                                           |                | 642,697   |       |           | 515,363   |     
|Management and other expenses                                            |                                                                           |                | 50,574    |       |           | 64,031    |     
|Depreciation of rental property                                          |                                                                           |                | 328,379   |       |           | 266,402   |     
|Amortization of intangibles                                              |                                                                           |                | 6,702     |       |           | 4,026     |     
|General and administrative expenses                                      |                                                                           |                | 28,815    |       |           | 30,544    |     
|Provision for losses on accounts, fees and notes receivable              |                                                                           |                | 2,183     |       |           | 9,006     |     
|                                                                         |                                                                           |                |           |       |           |           |     
|                                                                         |                                                                           | Total expenses |           |       | 1,059,350 |           |     
|                                                                         |                                                                           |                |           |       |           |           |     
|Operating income                                                         |                                                                           |                | 456,933   |       |           | 498,459   |     
|Interest and other income                                                |                                                                           |                | 26,397    |       |           | 81,678    |     
|Interest expense                                                         |                                                                           |                | (372,746  | )     |           | (324,471  | )   
|Equity in earnings (losses) of unconsolidated real estate partnerships   |                                                                           |                | (6,417    | )     |           | 694       |     
|Deficit distributions to minority partners                               |                                                                           |                | (22,672   | )     |           | (26,979   | )   
|Impairment loss on investment in unconsolidated real estate partnerships |                                                                           |                | (4,122    | )     |           | (5,540    | )   
|Gain (loss) on dispositions of real estate                               |                                                                           |                | 3,178     |       |           | (22,362   | )   
|                                                                         |                                                                           |                |           |       |           |           |     
|Income before minority interests and discontinued operations             |                                                                           |                | 80,551    |       |           | 201,479   |     
|Minority interest in consolidated real estate partnerships               |                                                                           |                | (2,061    | )     |           | (14,555   | )   
|                                                                         |                                                                           |                |           |       |           |           |     
|Income from continuing operations                                        |                                                                           |                | 78,490    |       |           | 186,924   |     
|Income from discontinued operations                                      |                                                                           |                | 99,378    |       |           | 19,278    |     
|                                                                         |                                                                           |                |           |       |           |           |     
|Net income                                                               |                                                                           |                | 177,868   |       |           | 206,202   |     
|Net income attributable to preferred unitholders                         |                                                                           |                | 103,626   |       |           | 107,646   |     
|                                                                         |                                                                           |                |           |       |           |           |     
|Net income attributable to common unitholders                            |                                                                           | $              | 74,242    |       | $         | 98,556    |     
|                                                                         |                                                                           |                |           |       |           |           |     
|Earnings (loss) per common unitbasic:                                   |                                                                           |                |           |       |           |           |     
|                                                                         | Income (loss) from continuing operations (net of preferred distributions) |                | $         | (0.24 | )         | $         | 0.81
|                                                                         |                                                                           |                |           |       |           |           |     
|                                                                         | Net income attributable to common unitholders                             |                | $         | 0.71  |           | $         | 1.00
|                                                                         |                                                                           |                |           |       |           |           |     
|Earnings (loss) per common unitdiluted:                                 |                                                                           |                |           |       |           |           |     
|                                                                         | Income (loss) from continuing operations (net of preferred distributions) |                | $         | (0.24 | )         | $         | 0.80
|                                                                         |                                                                           |                |           |       |           |           |     
|                                                                         | Net income attributable to common unitholders                             |                | $         | 0.71  |           | $         | 0.99
|                                                                         |                                                                           |                |           |       |           |           |     
|Weighted average common units outstanding                                |                                                                           |                | 104,743   |       |           | 98,093    |     
|                                                                         |                                                                           |                |           |       |           |           |     
|Weighted average common units and equivalents outstanding                |                                                                           |                | 104,861   |       |           | 99,168    |     
|                                                                         |                                                                           |                |           |       |           |           |     
|Distributions declared per common unit                                   |                                                                           | $              | 2.84      |       | $         | 3.28      |     
|                                                                         |                                                                           |                |           |       |           |           |     

See
notes to consolidated financial statements.

F-4

---



AIMCO PROPERTIES, L.P.        CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL        For the Years Ended December 31, 2003, 2002 and 2001        (In Thousands)

|                                                                                                   |  | Preferred
Units |           | General Partner
and Special
Limited Partner |   | Limited
Partners |   | High
Performance
Units |         | Investment
in Aimco
Common
Stock |   | Total  |  
|-------------------------------------------------------------------------------------------------- |  | --------------- | --------- | ------------------------------------------- | - | ---------------- | - | ---------------------- | ------- | -------------------------------- | - | ------ | -
|Partners' Capital at December 31, 2000                                                             |  | $               | 943,305   |                                             | $ | 1,491,515        |   | $                      | 416,558 |                                  | $ |       |  
|Contributions from Aimco related to preferred offerings                                            |  |                 | 179,695   |                                             |   |                 |   |                        |        |                                  |   |       |  
|Contribution from Aimco related to stock purchased by officers, net of notes receivable of $10,693 |  |                 |          |                                             |   | 577              |   |                        |        |                                  |   |       |  
|Contribution from Aimco related to options and warrants exercised                                  |  |                 |          |                                             |   | 18,744           |   |                        |        |                                  |   |       |  
|Amortization of unvested restricted stock of Aimco                                                 |  |                 |          |                                             |   | 2,767            |   |                        |        |                                  |   |       |  
|Common and preferred units redeemed by Limited Partners to Special Limited Partner                 |  |                 | (3,790    | )                                           |   | 15,863           |   |                        | (19,211 | )                                |   |       |  
|Reclassification of Class I Units                                                                  |  |                 |          |                                             |   |                 |   |                        | (2,070  | )                                |   | 2,070  |  
|Issuance of Class II Units, Class III Units, and Class IV Units                                    |  |                 |          |                                             |   |                 |   |                        |        |                                  |   | 4,910  |  
|Conversion of mandatorily redeemable convertible preferred securities                              |  |                 |          |                                             |   | 11,693           |   |                        |        |                                  |   |       |  
|Repurchase of common units                                                                         |  |                 |          |                                             |   | (33,298          | ) |                        |        |                                  |   |       |  
|Acquisitions of real estate or interests in real estate through issuance of common units           |  |                 |          |                                             |   |                 |   |                        | 50,194  |                                  |   |       |  
|Acquisitions of real estate or interests in real estate through issuance of preferred units        |  |                 | 29,718    |                                             |   |                 |   |                        |        |                                  |   |       |  
|Contributions from Aimco related to OTEF merger                                                    |  |                 | 100,000   |                                             |   | 106,305          |   |                        |        |                                  |   |       |  
|Repayment of notes receivable from officers of Aimco                                               |  |                 |          |                                             |   | 8,535            |   |                        |        |                                  |   |       |  
|Net income                                                                                         |  |                 | 100,134   |                                             |   | 18,086           |   |                        | 2,250   |                                  |   | 594    |  
|Distributions paid to common and high performance unitholders                                      |  |                 |          |                                             |   | (227,659         | ) |                        | (20,717 | )                                |   | (6,412 | )
|Distributions paid to preferred unitholders                                                        |  |                 | (97,751   | )                                           |   |                 |   |                        |        |                                  |   |       |  
|Adjustment to reflect Limited Partners' capital at redemption value                                |  |                 |          |                                             |   | 15,283           |   |                        | (15,283 | )                                |   |       |  
|                                                                                                   |  |                 |           |                                             |   |                  |   |                        |         |                                  |   |        |  
|Partners' Capital at December 31, 2001                                                             |  |                 | 1,251,311 |                                             |   | 1,428,411        |   |                        | 411,721 |                                  |   | 1,162  |  
|Contributions from Aimco related to preferred offerings                                            |  |                 | 50,000    |                                             |   | 511              |   |                        |        |                                  |   |       |  
|Contributions from Aimco related to issuance of AIMCO Class A Common Stock                         |  |                 |          |                                             |   | 367,753          |   |                        |        |                                  |   |       |  
|Contribution from Aimco related to stock purchased by officers, net of notes receivable of $7,755  |  |                 |          |                                             |   | 84               |   |                        |        |                                  |   |       |  
|Contribution from Aimco related to options and warrants exercised                                  |  |                 |          |                                             |   | 12,157           |   |                        | 18,706  |                                  |   |       |  
|Amortization of unvested restricted stock of Aimco                                                 |  |                 |          |                                             |   | 4,233            |   |                        |        |                                  |   |       |  
|Conversion of preferred units to common units                                                      |  |                 | (229,455  | )                                           |   | 229,455          |   |                        |        |                                  |   |       |  
|Common and preferred units redeemed by Limited Partners to Special Limited Partner                 |  |                 | (5,831    | )                                           |   | 45,841           |   |                        | (40,010 | )                                |   |       |  
|Issuance of Class V Units                                                                          |  |                 |          |                                             |   |                 |   |                        |        |                                  |   | 900    |  
|Conversion of mandatorily redeemable convertible preferred securities                              |  |                 |          |                                             |   | 5,468            |   |                        |        |                                  |   |       |  
|Redemption of common units                                                                         |  |                 |          |                                             |   |                 |   |                        | (684    | )                                |   |       |  
|Acquisitions of real estate or interests in real estate through issuance of common units           |  |                 |          |                                             |   | 1,004            |   |                        | 16,245  |                                  |   |       |  
|Acquisitions of real estate or interests in real estate through issuance of preferred units        |  |                 | 33,690    |                                             |   |                 |   |                        |        |                                  |   |       |  
|Contributions from Aimco and issuance of common units related to Casden merger                     |  |                 |          |                                             |   | 164,882          |   |                        | 41,491  |                                  |   |       |  
|Repayment of notes receivable from officers of Aimco                                               |  |                 |          |                                             |   | 5,251            |   |                        |        |                                  |   |       |  
|Net income                                                                                         |  |                 | 107,646   |                                             |   | 85,476           |   |                        | 10,569  |                                  |   | 2,511  |  
|Distributions paid to common and high performance unitholders                                      |  |                 |          |                                             |   | (280,129         | ) |                        | (36,533 | )                                |   | (7,803 | )
|Distributions paid to preferred unitholders                                                        |  |                 | (108,678  | )                                           |   |                 |   |                        |        |                                  |   |       |  
|Adjustment to reflect Limited Partners' capital at redemption value                                |  |                 |          |                                             |   | 58,617           |   |                        | (58,617 | )                                |   |       |  
|                                                                                                   |  |                 |           |                                             |   |                  |   |                        |         |                                  |   |        |  
|Partners' Capital at December 31, 2002                                                             |  |                 | 1,098,683 |                                             |   | 2,129,014        |   |                        | 362,888 |                                  |   | (3,230 | )
|Contributions from Aimco related to preferred offerings                                            |  |                 | 144,808   |                                             |   |                 |   |                        |        |                                  |   |       |  
|Redemption of preferred units by Aimco                                                             |  |                 | (239,770  | )                                           |   |                 |   |                        |        |                                  |   |       |  
|Contribution from Aimco related to stock purchased by officers, net of notes receivable of $1,600  |  |                 |          |                                             |   | 590              |   |                        |        |                                  |   |       |  
|Contribution from Aimco related to options and warrants exercised                                  |  |                 |          |                                             |   | 2,344            |   |                        |        |                                  |   |       |  
|Amortization of unvested restricted stock of Aimco                                                 |  |                 |          |                                             |   | 4,980            |   |                        |        |                                  |   |       |  
|Common and preferred units redeemed by Limited Partners to Special Limited Partner                 |  |                 | (884      | )                                           |   | 12,919           |   |                        | (12,035 | )                                |   |       |  
|Issuance of Class VI Units                                                                         |  |                 |          |                                             |   |                 |   |                        |        |                                  |   | 761    |  
|Conversion of mandatorily redeemable convertible preferred securities                              |  |                 |          |                                             |   | 50               |   |                        |        |                                  |   |       |  
|Redemption of preferred units and common units                                                     |  |                 | (27,237   | )                                           |   |                 |   |                        | (6,864  | )                                |   |       |  
|Acquisitions of real estate or interests in real estate through issuance of common units           |  |                 |          |                                             |   | 153              |   |                        | 3,955   |                                  |   |       |  
|Conversion of Class Eleven Partnership Preferred Units to Class S Preferred Units                  |  |                 | (28,101   | )                                           |   |                 |   |                        |        |                                  |   |       |  
|Common units received from Aimco related to Casden indemnification agreement and other activity    |  |                 |          |                                             |   | (25,526          | ) |                        |        |                                  |   |       |  
|Repayment of notes receivable from officers of Aimco                                               |  |                 |          |                                             |   | 10,518           |   |                        |        |                                  |   |       |  
|Net income                                                                                         |  |                 | 103,626   |                                             |   | 65,817           |   |                        | 6,739   |                                  |   | 1,686  |  
|Distributions paid to common and high performance unitholders                                      |  |                 |          |                                             |   | (286,314         | ) |                        | (29,289 | )                                |   | (7,281 | )
|Distributions paid to preferred unitholders                                                        |  |                 | (98,173   | )                                           |   |                 |   |                        |        |                                  |   |       |  
|Adjustment to reflect Limited Partners' capital at redemption value                                |  |                 |          |                                             |   | 5,402            |   |                        | (5,402  | )                                |   |       |  
|                                                                                                   |  |                 |           |                                             |   |                  |   |                        |         |                                  |   |        |  
|Partners' Capital at December 31, 2003                                                             |  | $               | 952,952   |                                             | $ | 1,919,947        |   | $                      | 319,992 |                                  | $ | (8,064 | )
|                                                                                                   |  |                 |           |                                             |   |                  |   |                        |         |                                  |   |        |  

See notes to consolidated financial statements.

F-5

---



AIMCO PROPERTIES, L.P.    CONSOLIDATED STATEMENTS OF CASH FLOWS  For the Years Ended December 31, 2003, 2002 and 2001  (In Thousands)

|                                                                                                                        |                                                                                    | 2003                                                                     |                       | 2002                                                |         | 2001    |         
|----------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | --------------------- | --------------------------------------------------- | ------- | ------- | --------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                   |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        | Net income                                                                         |                                                                          | $                     | 177,868                                             |         | $       | 206,202 
|                                                                                                                        | Adjustments to reconcile net income to net cash provided by operating activities:  |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        |                                                                                    | Depreciation and amortization of intangibles                             |                       |                                                     | 335,081 |         |         
|                                                                                                                        |                                                                                    | Deficit distributions to minority partners                               |                       |                                                     | 22,672  |         |         
|                                                                                                                        |                                                                                    | (Gain) loss on dispositions of real estate                               |                       |                                                     | (3,178  | )       |         
|                                                                                                                        |                                                                                    | Impairment loss on investment in unconsolidated real estate partnerships |                       |                                                     | 4,122   |         |         
|                                                                                                                        |                                                                                    | Income from discontinued operations                                      |                       |                                                     | (99,378 | )       |         
|                                                                                                                        |                                                                                    | Minority interest in consolidated real estate partnerships               |                       |                                                     | 2,061   |         |         
|                                                                                                                        |                                                                                    | Equity in (earnings) losses of unconsolidated real estate partnerships   |                       |                                                     | 6,417   |         |         
|                                                                                                                        |                                                                                    | Changes in operating assets and operating liabilities:                   |                       |                                                     |         |         |         
|                                                                                                                        |                                                                                    |                                                                          | Deferred income taxes |                                                     |         | (11,215 | )       
|                                                                                                                        |                                                                                    |                                                                          | Other                 |                                                     |         | (4,192  | )       
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        |                                                                                    |                                                                          |                       | Total adjustments                                   |         |         | 252,390 
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        |                                                                                    |                                                                          |                       | Net cash provided by operating activities           |         |         | 430,258 
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                   |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        | Purchase of real estate                                                            |                                                                          |                       | (126,046                                            | )       |         | (578,745
|                                                                                                                        | Initial capital expenditures                                                       |                                                                          |                       | (24,842                                             | )       |         | (34,697 
|                                                                                                                        | Capital enhancements                                                               |                                                                          |                       | (3,006                                              | )       |         | (7,528  
|                                                                                                                        | Capital replacements                                                               |                                                                          |                       | (90,602                                             | )       |         | (82,048 
|                                                                                                                        | Redevelopment additions to real estate                                             |                                                                          |                       | (103,156                                            | )       |         | (145,490
|                                                                                                                        | Proceeds from dispositions of real estate                                          |                                                                          |                       | 697,642                                             |         |         | 281,787 
|                                                                                                                        | Disposition capital expenditures                                                   |                                                                          |                       | (23,922                                             | )       |         |        
|                                                                                                                        | Funds held in escrow from tax free exchanges pending the purchase of real estate   |                                                                          |                       | (21,643                                             | )       |         |        
|                                                                                                                        | Proceeds from sale of investments and other assets                                 |                                                                          |                       | 6,730                                               |         |         | 22,747  
|                                                                                                                        | Cash from newly consolidated properties                                            |                                                                          |                       | 5,835                                               |         |         | 13,602  
|                                                                                                                        | Purchase of general and limited partnership interests and other assets             |                                                                          |                       | (41,356                                             | )       |         | (68,485 
|                                                                                                                        | Originations of notes receivable from unconsolidated real estate partnerships      |                                                                          |                       | (71,969                                             | )       |         | (109,475
|                                                                                                                        | Proceeds from repayment of notes receivable                                        |                                                                          |                       | 60,576                                              |         |         | 83,332  
|                                                                                                                        | Cash paid in connection with merger/acquisition related costs                      |                                                                          |                       | (16,383                                             | )       |         | (260,874
|                                                                                                                        | Distributions received from Aimco                                                  |                                                                          |                       | 1,260                                               |         |         | 1,262   
|                                                                                                                        | Distributions received from investments in unconsolidated real estate partnerships |                                                                          |                       | 64,046                                              |         |         | 10,780  
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        |                                                                                    |                                                                          |                       | Net cash provided by (used in) investing activities |         |         | 313,164 
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                   |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        | Proceeds from secured notes payable borrowings                                     |                                                                          |                       | 445,793                                             |         |         | 956,565 
|                                                                                                                        | Principal repayments on secured notes payable                                      |                                                                          |                       | (755,786                                            | )       |         | (623,026
|                                                                                                                        | Proceeds from tax-exempt bond financing                                            |                                                                          |                       | 14,505                                              |         |         | 297,551 
|                                                                                                                        | Principal repayments on tax-exempt bond financing                                  |                                                                          |                       | (77,793                                             | )       |         | (352,074
|                                                                                                                        | Principal repayments on secured short-term financing                               |                                                                          |                       |                                                    |         |         |        
|                                                                                                                        | Net borrowings (pay downs) on term loans and revolving credit facility             |                                                                          |                       | 29,376                                              |         |         | 192,509 
|                                                                                                                        | Payment of loan costs                                                              |                                                                          |                       | (19,516                                             | )       |         | (17,384 
|                                                                                                                        | Proceeds from issuance of mandatorily redeemable preferred securities              |                                                                          |                       | 97,250                                              |         |         |        
|                                                                                                                        | Proceeds from issuance of common units and exercise of options/warrants            |                                                                          |                       | 2,738                                               |         |         | 372,502 
|                                                                                                                        | Proceeds from issuance of preferred units                                          |                                                                          |                       | 144,808                                             |         |         | 50,511  
|                                                                                                                        | Principal repayments received on notes due on common unit purchases                |                                                                          |                       | 10,518                                              |         |         | 5,251   
|                                                                                                                        | Redemption of preferred units                                                      |                                                                          |                       | (239,770                                            | )       |         |        
|                                                                                                                        | Redemption of common units                                                         |                                                                          |                       | (1,287                                              | )       |         | (684    
|                                                                                                                        | Proceeds from issuance of High Performance Units                                   |                                                                          |                       | 1,814                                               |         |         | 1,002   
|                                                                                                                        | Contributions from minority interest                                               |                                                                          |                       | 100,684                                             |         |         |        
|                                                                                                                        | Payment of distributions to minority interest                                      |                                                                          |                       | (60,820                                             | )       |         | (50,943 
|                                                                                                                        | Payment of distributions to General Partner and Special Limited Partner            |                                                                          |                       | (286,314                                            | )       |         | (280,129
|                                                                                                                        | Payment of distributions to Limited Partners                                       |                                                                          |                       | (29,289                                             | )       |         | (36,533 
|                                                                                                                        | Payment of distributions to high performance units                                 |                                                                          |                       | (7,281                                              | )       |         | (7,803  
|                                                                                                                        | Payment of distributions to preferred units                                        |                                                                          |                       | (98,173                                             | )       |         | (108,678
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|                                                                                                                        |                                                                                    |                                                                          |                       | Net cash (used in) provided by financing activities |         |         | (728,543
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                                    |                                                                                    |                                                                          | 14,879                |                                                     |         | 21,475  |         
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                                          |                                                                                    |                                                                          | 97,136                |                                                     |         | 78,462  |         
|NET (INCREASE) DECREASE IN CASH AND CASH EQUIVALENTS INCLUDED WITHIN ASSETS HELD FOR SALE FROM BEGINNING TO END OF YEAR |                                                                                    |                                                                          | (13,886               | )                                                   |         | (2,801  | )       
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                                                                |                                                                                    | $                                                                        | 98,129                |                                                     | $       | 97,136  |         
|                                                                                                                        |                                                                                    |                                                                          |                       |                                                     |         |         |         

See notes to consolidated financial statements.

F-6

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AIMCO PROPERTIES, L.P.        CONSOLIDATED STATEMENTS OF CASH FLOWS        For the Years Ended December 31, 2003, 2002 and 2001        (In Thousands)

|                                    |                                                                                                                                | 2003                                                                                              |   | 2002    |         | 2001 |        
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------- | - | ------- | ------- | ---- | -------
|SUPPLEMENTAL CASH FLOW INFORMATION: |                                                                                                                                |                                                                                                   |   |         |         |      |        
|                                    | Interest paid                                                                                                                  |                                                                                                   | $ | 386,812 |         | $    | 347,352
|                                    | Non Cash Transactions Associated with the Acquisition of Real Estate and Interests in Unconsolidated Real Estate Partnerships: |                                                                                                   |   |         |         |      |        
|                                    |                                                                                                                                | Secured debt assumed in connection with purchase of real estate                                   |   |         | 45,009  |      |        
|                                    |                                                                                                                                | Real estate, investments in unconsolidated real estate partnerships, and other assets acquired    |   |         | 36,493  |      |        
|                                    |                                                                                                                                | Assumption of operating liabilities                                                               |   |         | (275    | )    |        
|                                    |                                                                                                                                | Minority interest in consolidated real estate partnerships                                        |   |         | (8,217  | )    |        
|                                    |                                                                                                                                | OP Units (repurchased) issued                                                                     |   |         | (24     | )    |        
|                                    | Non Cash Transactions Associated with Acquisition of Limited Partnership Interests:                                            |                                                                                                   |   |         |         |      |        
|                                    |                                                                                                                                | Issuance of OP Units for interests in unconsolidated real estate partnerships and other interests |   |         | 865     |      |        
|                                    | Non Cash Transactions Associated with Mergers:                                                                                 |                                                                                                   |   |         |         |      |        
|                                    |                                                                                                                                | Real estate                                                                                       |   |         | (63,535 | )    |        
|                                    |                                                                                                                                | Investments in and notes receivable, primarily from unconsolidated real estate partnerships       |   |         | (2,163  | )    |        
|                                    |                                                                                                                                | Restricted cash                                                                                   |   |         | 11,979  |      |        
|                                    |                                                                                                                                | Other assets                                                                                      |   |         | 3,349   |      |        
|                                    |                                                                                                                                | Secured debt                                                                                      |   |         |        |      |        
|                                    |                                                                                                                                | Accounts payable, accrued and other liabilities                                                   |   |         | 49,770  |      |        
|                                    |                                                                                                                                | Deferred income tax payable, net                                                                  |   |         | 600     |      |        
|                                    |                                                                                                                                | Minority interest in consolidated real estate partnerships                                        |   |         |        |      |        
|                                    |                                                                                                                                | Common units issued                                                                               |   |         |        |      |        
|                                    |                                                                                                                                | Preferred units issued                                                                            |   |         |        |      |        
|                                    | Non Cash Transactions Associated with Consolidation of Assets:                                                                 |                                                                                                   |   |         |         |      |        
|                                    |                                                                                                                                | Real estate                                                                                       |   |         | 152,248 |      |        
|                                    |                                                                                                                                | Investments in and notes receivable primarily from affiliated entities                            |   |         | (52,478 | )    |        
|                                    |                                                                                                                                | Investments in and notes receivable from unconsolidated subsidiaries                              |   |         |        |      |        
|                                    |                                                                                                                                | Restricted cash                                                                                   |   |         | 4,737   |      |        
|                                    |                                                                                                                                | Other assets                                                                                      |   |         | 5,235   |      |        
|                                    |                                                                                                                                | Secured debt                                                                                      |   |         | 101,962 |      |        
|                                    |                                                                                                                                | Unsecured debtterm loan                                                                          |   |         |        |      |        
|                                    |                                                                                                                                | Accounts payable, accrued and other liabilities                                                   |   |         | 7,030   |      |        
|                                    |                                                                                                                                | Deferred income tax payable, net                                                                  |   |         |        |      |        
|                                    |                                                                                                                                | Minority interest in consolidated real estate partnerships                                        |   |         | 6,585   |      |        
|                                    | Other:                                                                                                                         |                                                                                                   |   |         |         |      |        
|                                    |                                                                                                                                | Conversion of preferred units and securities into common units                                    |   |         | 934     |      |        
|                                    |                                                                                                                                | Origination of notes receivable from officers of Aimco                                            |   |         | 1,600   |      |        
|                                    |                                                                                                                                | Tenders payable for purchase of limited partner interest                                          |   |         | 10,037  |      |        

See
notes to consolidated financial statements.

F-7

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AIMCO PROPERTIES, L.P.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        December 31, 2003

NOTE 1Organization

AIMCO Properties, L.P., a Delaware limited partnership, or the Partnership, and together with its consolidated subsidiaries and other controlled entities, the
Company, was formed on May 16, 1994 to conduct the business of acquiring, redeveloping, leasing, and managing multifamily apartment properties. Our securities include Partnership Common Units,
or common OP Units, Partnership Preferred Units, or preferred OP Units, and High Performance Partnership Units, or High Performance Units, which are collectively referred to as "OP Units." Apartment
Investment and Management Company, or Aimco, is the owner of our general partner, AIMCO-GP, Inc., or the General Partner, and special limited partner,
AIMCO-LP, Inc., or the Special Limited Partner. The General Partner and Special Limited Partner hold common OP Units and are the primary holders of outstanding preferred OP Units.
"Limited Partners" refers to individuals or entities that are our limited partners, other than Aimco, the General Partner or the Special Limited Partner, and own common OP Units or preferred OP Units.
Generally, after holding the common OP Units for one year, the Limited Partners have the right to redeem their common OP Units for cash, subject to our prior right to acquire some or all of the common
OP Units tendered for redemption in exchange for shares of Aimco Class A Common Stock. Common OP Units redeemed for Aimco Class A Common Stock are generally on a
one-for-one basis (subject to antidilution adjustments). Preferred OP Units and High Performance Units may or may not be redeemable based on their respective terms, as provided
for in the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. as amended, or the Partnership Agreement.

On
July 24, 2003, the General Partner amended the Partnership Agreement to provide that the Partnership shall continue until the Partnership is dissolved pursuant to the
provisions of the Partnership Agreement or as otherwise provided by law. Prior to such amendment, the Partnership Agreement provided for the termination of the Partnership in the year 2094.

We,
through our operating divisions and subsidiaries, hold substantially all of Aimco's assets and manage the daily operations of Aimco's business and assets. Aimco is required to
contribute all proceeds from offerings of its securities to us. In addition, substantially all of Aimco's assets must be owned through the Partnership; therefore, Aimco is generally required to
contribute all assets acquired to us. In exchange for the contribution of offering proceeds or assets, Aimco receives additional interests in us with similar terms (e.g., if Aimco contributes proceeds
of a preferred stock offering, Aimco (through the General Partner and Special Limited Partner) receives preferred OP Units with terms substantially similar to the preferred securities issued by
Aimco).

Aimco
frequently consummates transactions for our benefit. For legal, tax or other business reasons, Aimco may hold title or ownership of certain assets until they can be transferred to
us. However, we have a controlling financial interest in substantially all of Aimco's assets in the process of transfer to us. Except as the context otherwise requires, "we," "our," "us" and the
"Company" refer to the Partnership, and the Partnership's consolidated corporate subsidiaries and consolidated real estate partnerships, collectively. Except as the context otherwise requires, "Aimco"
refers to Aimco and Aimco's consolidated corporate subsidiaries and consolidated real estate partnerships, collectively.

As
of December 31, 2003, we owned or managed a real estate portfolio of 1,629 apartment properties containing 287,560 apartment units located in 47 states, the District of
Columbia and Puerto Rico. We serve approximately one million residents per year. As of December 31, 2003, we:



F-8

---



At
December 31, 2003, we had outstanding 103,162,172 common OP Units, 39,446,640 preferred OP Units and 2,379,084 High Performance Units (includes only those units that have met
the required measurement benchmarks and are dilutivesee Note 13).

NOTE 2Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Partnership, its majority owned subsidiaries and consolidated real estate
partnerships. Pursuant to a Management and Contribution Agreement between the Partnership and Aimco, we have acquired, in exchange for interests in the Partnership, the economic benefits of
subsidiaries of Aimco in which we do not have an interest, and Aimco has granted us a right of first refusal to acquire such subsidiaries' assets for no additional consideration. Pursuant to the
agreement, Aimco has also granted us certain rights with respect to assets of such subsidiaries. As used herein, and except where the context otherwise requires, "partnership" refers to a limited
partnership or a limited liability company and "partner" refers to a limited partner in a limited partnership or a member in a limited liability company. Interests held in consolidated real estate
partnerships by limited partners other than us are reflected as minority interest in consolidated real estate partnerships. All significant intercompany balances and transactions have been eliminated
in consolidation. The assets of consolidated real estate partnerships owned or controlled by Aimco or us generally are not available to pay creditors of Aimco or the Partnership.

Real Estate and Depreciation

We capitalize direct costs associated with the acquisition of consolidated properties as a cost of the assets acquired, and we depreciate such direct costs over
the estimated useful lives of the related assets. In accordance with Statement of Financial Accounting Standards No. 141,Business Combinations, or
SFAS 141, we allocate the purchase price of real estate to land, building, furniture, fixtures and equipment and intangibles, such as the value of above and below market leases, and origination
costs associated with the in-place leases. In order to allocate purchase price on these various components we perform the following procedures for properties we acquire:



The
values of the above and below market leases are amortized over the remaining terms of the associated leases to rental income. For the values associated with avoided leasing
commissions and other costs that were incurred to execute leases and the value associated with lost rents during the absorption period, amortization expense is recorded over the expected terms of the
associated leases. If a resident vacates the unit prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related
intangible will be written off.

F-9

---

Depreciation
is calculated on the straight-line method based on a 13 to 50 year life for buildings and improvements and five years for furniture, fixtures and
equipment.

In
2001, we completed a comprehensive review of our real estate related depreciation including property-by-property analyses of more than 500 properties producing
more than 90% of our Free Cash Flow from real estate. As a result of this review, we changed our estimate of the remaining useful lives for our real estate assets. Effective July 1, 2001 for
certain assets and October 1, 2001 for the majority of our portfolio, we extended the useful lives of the assets from a weighted average composite life of 25 years, to a weighted average
composite life of 30 years. This change increased net income by approximately $85 million, or $0.86 per diluted unit and $36 million, or $0.42 per diluted unit for 2002 and 2001,
respectively. We believe the change reflects the remaining useful lives of the assets and is consistent with prevailing industry practice.

Redevelopment and Other Capital Expenditure Activities

We capitalize direct and indirect costs (including salaries, interest, real estate taxes and other costs) incurred in connection with our capital activities. Such
activities include: redevelopment; "Initial Capital Expenditures," or ICE, which are those costs we consider in our investment decision as necessary to correct deferred maintenance or improve a
property; "Disposition Capital Expenditures," which are those costs made on conventional and affordable properties sold, held for sale, or identified as to-be-sold within one
year and those capital expenditures made on certain affordable properties that are subject to regulatory restrictions on distribution and that are expected to be sold on completion of regulatory
requirements; "Capital Enhancements," which are costs incurred that add a material new feature or increase the revenue potential of a property and "Capital Replacements," which are costs incurred to
maintain the related property. We capitalize ICE, Disposition Capital Expenditures and Capital Enhancement costs and
depreciate them over the estimated useful lives of the related assets, generally 5 - 15 years. Capital Replacement expenditures in excess of $250 that maintain an
existing asset with a useful life of more than one year are capitalized and depreciated over the estimated useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment
turnover costs are expensed as incurred.

We
charge to expense as incurred indirect costs that do not relate to the above activities, including general and administrative expenses. For the years ended December 31, 2003,
2002 and 2001, the impact of capitalized interest and other indirect costs on income before minority interest was $15.0 million and $47.7 million, $18.0 million and
$48.5 million, and $16.8 million and $52.3 million, respectively. Capitalized costs are included in redevelopment, ICE, Disposition Capital Expenditures, Capital Enhancement and
Capital Replacement spending and are reflected in associated returns from these related assets.

Impairment of Long-Lived Assets

Real estate and other long-lived assets are recorded at cost, less accumulated depreciation, net of impairments. If events or circumstances indicate
that the carrying amount of a property may be impaired, we make an assessment of the recoverability of our investment by estimating the undiscounted future cash flows, excluding interest charges, of
the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the
property. As of December 31, 2003, based on periodic reviews, we believe that no impairments exist. No impairment losses were recognized on held for use properties for the years ended
December 31, 2003, 2002 and 2001.

Cash Equivalents

We consider highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash includes capital replacement reserves, completion repair reserves, bond sinking fund amounts and tax and insurance escrow accounts held by lenders.

F-10

---

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are generally comprised of amounts receivable from residents and amounts receivable from non-affiliated real estate partnerships
for which we provide property management and other services. We
evaluate all accounts receivable from residents and establish an allowance, after the application of security deposits, for accounts greater than 30 days past due on current residents and all
receivables due from former residents. Accounts receivable from residents were presented net of allowances for doubtful accounts of approximately $3.6 million and $4.1 million in 2003
and 2002, respectively.

We
evaluate all accounts receivable from non-affiliated real estate partnerships and establish an allowance for amounts greater than 120 days past due. Accounts
receivable relating to non-affiliated real estate partnerships were presented net of allowances for doubtful accounts of approximately $4.1 million and $3.9 million in 2003
and 2002, respectively.

Accounts Receivable and Allowance for Doubtful Accounts from Affiliates

Accounts receivable from affiliates are generally comprised of receivables related to property management and other services provided to the real estate
partnerships in which we have an ownership interest. We evaluate all accounts receivable balances from affiliates on a periodic basis, and establish an allowance for the amounts deemed to be
uncollectible. Accounts receivable from affiliates were presented net of allowances for doubtful accounts of approximately $3.5 million and $4.1 million in 2003 and 2002, respectively.

Deferred Costs

We capitalize deferred financing fees and costs incurred in obtaining financing and amortize them over the terms of the related loan agreements. These costs are
charged to interest expense.

We
capitalize deferred leasing commissions and concessions incurred in connection with leasing efforts and amortize them over the terms of the related lease. These costs are charged to
property operating expense and rental and other property revenue, respectively.

Advertising Costs

We generally expense all advertising costs as incurred to property operating expense. Total advertising expense for the years ended December 31, 2003, 2002
and 2001 was $28.7 million, $19.6 million and $19.4 million, respectively.

Notes Receivable From Unconsolidated Real Estate Partnerships and Related Interest Income and Provision for Losses

Notes receivable from unconsolidated real estate partnerships consist substantially of subordinated notes receivable (where we are the general partner and issuer),
the ultimate repayment of which is subject to a number of variables, including the performance and value of the underlying real estate property and the ultimate timing of such repayments. The notes
receivable reflect either loans extended by us that we carry at the face amount plus accrued interest, which we refer to as "par value notes," or loans extended by predecessors whose positions we
generally acquired at a discount and
that we carry at the acquisition amount using the cost recovery method, which we refer to as "discounted notes." Under the cost recovery method, we carry the discounted notes at the acquisition
amount, less subsequent cash collections, until such time as collectibility of principal and interest is probable and the timing and amounts are reasonably estimable.

We
assess the collectibility of each note on a periodic basis, which assessment includes a review of the property operations, the value of the underlying real estate property and the
borrower's ability to repay the loan. We charge as expense loan losses on notes receivable and establish an allowance account when we believe it is probable that principal and interest will not be
fully recovered.

We
record income on the par value notes receivable as earned in accordance with the terms of the related loan agreements. We recognize interest income earned from our investments in
discounted notes receivable based upon whether the collectibility of such amounts is both probable and reasonably estimable. We discontinue the accrual of interest on either par value or discounted
notes when, in our opinion, impairment in the value of the collateral property securing the loan

F-11

---

occurs.
We record income on nonaccrual loans, or loans that are otherwise not performing in accordance with their terms, on a cost recovery basis. We ultimately collect interest income in cash or
through foreclosure of the property securing the note or through obtaining an additional equity interest in the partnership that owns the property.

Based
upon closed or pending transactions (which include sales, refinancings, foreclosures and rights offerings), we have determined that certain discounted notes are collectible for
amounts greater than their carrying value. Accordingly, we recognize accretion income, on a prospective basis over the estimated remaining life of the loans, equal to the difference between the
carrying value of the discounted notes and the estimated collectible value.

Investments in Unconsolidated Real Estate Partnerships and Gain (Loss) on Dispositions of Real Estate

We own general and limited partner interests in real estate partnerships that own apartment properties. We account for investments in real estate partnerships that
we do not consolidate under the equity method. Under the equity method, our share of the earnings or losses of the entity for the periods being presented is included in equity in earnings (losses)
from unconsolidated real estate partnerships (see Note 4).

If
events or circumstances indicate that the carrying amount of real estate within our unconsolidated real estate partnerships may be impaired, we will make an assessment of the
recoverability by estimating our share of the undiscounted future cash flows, excluding interest charges, of the underlying property. If the carrying amount exceeds the aggregate undiscounted future
cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the real estate. For the years ended December 31, 2003 and 2002,
$4.1 million and $5.5 million, respectively, in impairments were recorded. For the year ended December 31, 2001 no impairments were recorded.

When
real estate assets within our unconsolidated real estate partnerships are sold, the proceeds, less the costs to sell these assets, are compared to our share of the net book value
and a gain or loss is recorded and presented in gain (loss) on disposition of real estate.

Other Assets

We include in other assets goodwill associated with the purchase of affordable properties and other businesses that we had previously amortized on a
straight-line basis over twenty years. At December 31, 2003 and 2002, goodwill associated with the purchase of affordable properties and other businesses was $99.8 million
and $102.3 million, respectively. In July 2001, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, or SFAS 142. SFAS 142 eliminates amortization of goodwill and indefinite lived intangible assets and
requires us to perform impairment tests at least annually on all goodwill and other indefinite lived intangible assets. We adopted the requirements of SFAS 142 beginning January 1, 2002,
and completed for 2002 and 2003 the annual goodwill impairment testing required by SFAS 142 and did not identify any impairments. For the year ended December 31, 2001, we recognized
goodwill amortization of $7.9 million. The adoption of SFAS 142 in 2001 would have increased net income by $7.9 million, and increased basic and diluted earnings per unit by $0.10
for the year ended December 31, 2001.

We
also include in other assets other finite life intangible assets for purchased management contracts that we amortize on a straight-line basis over terms ranging from five
to twenty years.

Capitalized Software Costs

Costs related to software developed or obtained for internal use are capitalized and amortized using the straight-line method over an estimated useful
life, generally of five years. For the years ended December 31, 2003, 2002 and 2001, we capitalized software development costs aggregating approximately $18.9 million,
$8.0 million and $9.5 million, respectively. At December 31, 2003 and 2002, other assets included $36.7 million and $30.0 million of net capitalized software,
respectively.

F-12

---

Minority Interest in Consolidated Real Estate Partnerships

We reflect partners' interests in consolidated real estate partnerships as minority interest in consolidated real estate partnerships. Minority interest in
consolidated real estate partnerships represents the minority partners' share of the underlying net assets of our consolidated real estate partnerships. When these consolidated real estate
partnerships make cash distributions to partners in excess of their minority interest balances, we record a charge equal to the minority partners' excess of distributions over their minority interest
balances, even though there is no economic effect or cost. We classify this charge in the consolidated statements of income as deficit distributions to minority partners. We allocate to minority
partners losses until such time as such losses exceed the minority partners' capital account balances, in which case, we recognize 100% of the losses in operating earnings when the partnership is in a
deficit equity position, even though there is no economic effect or cost. For the years ended December 31, 2003, 2002, and 2001, approximately $1.5 million, $7.0 million, and
$1.9 million in depreciation related net losses were charged to operations, respectively.

Revenue Recognition

Our properties have operating leases with apartment residents with terms generally of twelve months or less. We recognize rental revenue related to these leases on
an accrual basis when due from residents in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." In
accordance with our standard lease terms, rental payments are generally due on a monthly basis. Any concessions given at the inception of the lease are amortized over the life of the lease. We
recognize property management, asset management, syndication, development and other fees when earned.

Stock-Based Compensation

Aimco, from time to time, issues stock options. Upon exercise of the stock options, Aimco must contribute to us the proceeds received in exchange for the same
number of common OP Units as shares of Aimco Class A Common Stock issued in connection with the exercised stock options.

Effective
January 1, 2003, Aimco adopted the accounting provisions of Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based
Compensation,or SFAS 123, as amended by Statement of Financial Accounting Standards No. 148,Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123,or SFAS 148, and applied the prospective method set forth in
SFAS 148 with respect to the transition. Under this method, Aimco now applies the fair value recognition provisions of SFAS 123 to all employee awards granted, modified, or settled on or
after January 1, 2003, which has resulted in compensation expense being recorded based on the fair value of the stock options. Prior to January 1, 2003, Aimco followed Accounting
Principles Board Opinion No. 25,Accounting for Stock Issued to Employees, or APB 25, and related interpretations in accounting. Under APB 25,
because the exercise price of Aimco's employee stock options and warrants equaled the market price of the underlying stock on the date of grant, no compensation expense was recognized.

Discontinued Operations

In accordance with Statement of Financial Accounting Standard No. 144,Accounting for the Impairment of Long-Lived Assets
to be Disposed Of, or SFAS 144, we classify certain properties as held for sale (see Note 15). Properties classified as held for sale generally represent
properties that are under contract to sell with money at risk to ensure performance of the contract and no contingencies and that are expected to sell within one year. The property operating income,
interest expense and interest income are presented in discontinued operations in both current periods and all comparable periods presented. In addition, depreciation is not recorded on properties held
for sale, however, depreciation expense recorded prior to classification as held for sale is included in discontinued operations. The net gain or loss (including any impairment losses) on the sale is
presented in discontinued operations when recognized. The estimated proceeds, less anticipated costs to sell certain assets held for sale, were less than the net book value, and therefore we recorded
impairment losses of $9.0 million and $2.9 million for the years ended December 31, 2003 and 2002, respectively.

F-13

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Derivative Financial Instruments

We primarily use long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid, among other things,
risk related to fluctuating interest rates. For our variable-rate debt there are certain circumstances in which we may enter into short-term economic hedges, such as interest
rate swap agreements and interest rate cap agreements, to reduce our exposure to interest rate fluctuations. We may use the interest rate swap agreements to moderate our exposure to interest rate risk
by converting the variable-rate debt to a fixed rate. The interest rate cap agreements we may use effectively limit our exposure to interest rate risk by providing a ceiling on the
underlying variable rate debt. Normally, the interest rate caps are embedded within the original debt contract and are considered clearly and closely related to the debt contract and, therefore, are
not measured as separate derivative instruments. Interest rate swap agreements were not material.

Insurance

We believe that our insurance coverages insure our properties adequately against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood and
other perils. In addition, we have self-insured retentions in workers' compensation, health insurance and general liability coverage. Losses are accrued based upon our estimates of the
aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our experience and are recorded in the operations of the investment
management business.

Income Taxes

For our taxable REIT subsidiaries, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for Federal income tax purposes, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse.

Aimco
has elected to be taxed as a REIT, as defined under the Internal Revenue Code of 1986, as amended. As a REIT, Aimco generally will not be subject to United States Federal income
taxes at the corporate level on its net income that is distributed to its stockholders if Aimco distributes at least 90% of its REIT taxable income to its stockholders. REITs are also subject to a
number of other organizational and operational requirements. If Aimco fails to qualify as a REIT in any taxable year, its taxable income will be subject to United States Federal income tax at regular
corporate rates (including any applicable alternative minimum tax). Even if Aimco qualifies as a REIT, it may be subject to certain state and local income taxes and to United States Federal income and
excise taxes in various situations, such as on its undistributed income. Aimco also will be required to pay a 100% tax on non-arms length transactions between them and a taxable REIT
subsidiary and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course.

Certain
of Aimco's operations (property management, asset management, risk, etc.) are conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. A TRS is a
C-corporation that has not elected REIT status and as such is subject to United States Federal corporate income tax. Aimco uses the TRS format to facilitate its ability to offer certain
services and activities to our residents that are not generally considered as qualifying REIT activities.

Earnings Per Unit

We calculate earnings per unit based on the weighted average number of common OP Units, common unit equivalents and dilutive convertible securities outstanding
during the period. Diluted earnings per unit also includes the effect of potential issuances of additional common OP units if stock options and warrants were exercised or converted into Aimco
Class A Common Stock (see Note 16).

Fair Value of Financial Instruments

The aggregate fair value of our cash and cash equivalents, receivables, payables and short-term secured debt as of December 31, 2003
approximates their carrying value due to their relatively short-term nature. We further believe that the fair value of our variable rate secured tax-exempt bond debt and
secured long-term debt also approximate their carrying value. For notes receivable, fixed rate secured tax-exempt bond debt and secured long-term debt, fair values
have been based on estimates using present value techniques. Present value calculations vary significantly depending on the assumptions

F-14

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used,
including the discount rate and estimates of future cash flows. We estimate fair value for our fixed rate debt agreements based on the quoted market prices for the same or similar issues. The
fair value estimates cannot be substantiated by comparison to independent market quotes and, in many cases, may not be realized in immediate settlement of the instruments. The estimated combined fair
value of our notes receivable at December 31, 2003 and December 31, 2002, was approximately $216 million and $182 million, respectively. See Note 5 for further
details on notes receivable. The estimated combined fair value of our secured tax-exempt bonds and secured notes payable at December 31, 2003 and December 31, 2002, was
approximately $6.3 billion and $6.2 billion, respectively. See Note 6 for further details on secured tax-exempt bonds and secured notes payable.

Concentration of Credit Risk

Financial instruments that potentially could subject us to significant concentrations of credit risk consist principally of notes receivable. Concentrations of
credit risk with respect to notes receivable are limited due to the large number of partnerships comprising our partnership base, the geographic diversity of the underlying properties, and the amount
of partnership distributions.

Use of Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes thereto. Actual results could differ from those estimates.

Reclassifications

Certain items included in the 2002 and 2001 financial statements amounts have been reclassified to conform to the 2003 presentation.

NOTE 3Mergers, Acquisitions and Joint Ventures

GE Joint Venture

On December 30, 2003 we entered into an equity financing with GE Real Estate in the form of a joint venture, which we refer to the as the GE JV. At closing,
we contributed to the GE JV interest in 33 of our apartment properties with a total of 9,534 units, and GE Real Estate contributed cash of which we received approximately $107 million before
transaction costs and funding of reserves. The 33 apartment properties we contributed had an agreed upon transaction value of approximately $346 million and mortgage debt of approximately
$204 million that was assumed by the GE JV. We have a 25% managing member interest in the GE JV and GE Real Estate has a 75% non-managing member interest. We will continue to manage
the properties and will receive a promoted interest if leveraged returns to GE Real Estate exceed 11%. Specifically, we will receive 90% of GE JV operating and disposition cash distributions once GE
Real Estate exceeds an 11% leveraged return and until GE Real Estate achieves an 11.25% leveraged return. Thereafter, we will receive 95% of GE JV operating and disposition cash distributions. As a
result of our control over day-to-day operations, we continue to consolidate the properties contributed to the GE JV in our consolidated financial statements and did not
recognize any gain as a result of this transaction. GE Real Estate's interest in these net assets is included in minority interest in consolidated real estate partnerships.

Miami Property Acquisition

On December 24, 2003, we completed the acquisition of a property in Miami, Florida, which we refer to as the Miami Property Acquisition. In this
acquisition, we acquired a conventional property with 357 high-rise units located on the waterfront in downtown Miami, Florida. The total cost of the acquisition included a purchase price
of $57.5 million for the property and $0.9 million in transaction costs. We issued 88,792 common OP Units (valued at $3.5 million based on $39.50 per unit), paid approximately
$8.2 million in cash, acquired title subject to existing mortgage indebtedness of approximately $45 million of a non-recourse, long-term, fixed rate, partially
amortizing note bearing interest at a rate of 7.69% per annum, and assumed approximately $1.1 million of a subordinated promissory note. On December 31, 2003, we repaid the outstanding
balance of approximately $1.1 million on the subordinated promissory note.

F-15

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New York Property Acquisition

On August 25, 2003, we completed the acquisition of a property in New York City, which we refer to as the New York Property Acquisition. In this
acquisition, we acquired a property with five contiguous conventional mid-rise apartment buildings located on the upper west side of Manhattan. These buildings include 58 residential units
and 12 commercial spaces. The total cost of the acquisition included a purchase price of $37.6 million for the property and $0.5 million in transaction costs. We funded the acquisition
through a combination of non-recourse property debt of $20 million comprised of a long-term, fixed rate, partially amortizing note bearing interest at a rate of 5.25%
per annum, and proceeds from property sales.

New England Properties Acquisition

On August 29, 2002, we completed the acquisition of 11 New England area properties, which we refer to as the New England Properties Acquisition and their
results of operations were included in the consolidated statements of income from the date of acquisition. In third quarter 2003 we finalized the allocation of the aggregate $539.4 million
purchase price of the New England Properties Acquisition (including transaction costs of $2.5 million and $34.2 million of initial capital expenditures). We made adjustments to the
preliminary allocation of the purchase price related to certain contingent liabilities and final evaluations of fair value.

Casden Merger

On March 11, 2002, Aimco completed the acquisition of Casden Properties, Inc., or Casden, which included the merger of Casden into Aimco, and the
merger of a subsidiary of Aimco into another REIT affiliated with Casden, all of which we collectively refer to as the Casden Merger. Aimco contributed substantially all of the assets and liabilities
acquired in the Casden Merger to us. This transaction was accounted for as a purchase, and therefore, the results of operations were included in the consolidated statements of income from the date of
acquisition. In first quarter 2003 the allocation of the aggregate $1.1 billion purchase price of Casden was finalized (including Aimco's transaction costs of $15.0 million) and was
recorded as follows (in thousands):

Real estate

$
1,142,729Cash and cash equivalents


7,354Restricted cash


54,927Investment in unconsolidated real estate partnerships


40,546Accounts receivable


6,732Other assets


13,755Secured tax-exempt bond financing


219,102Secured notes payable


465,306Short-term debt


243,242Accounts payable and accrued liabilities


127,692Security deposits and deferred income


4,328Partners' Capital


206,373


Adjustments
were made to the preliminary allocation of the purchase price related to certain contingent liabilities and final evaluations of fair value.

In
connection with the Casden Merger, Aimco entered into an indemnification agreement with the Casden sellers that required them to indemnify Aimco, up to a maximum of
$188 million, for losses incurred, including those related to: breaches of representations and warranties; breaches of covenants; and claims, suits, actions, or proceedings existing or arising
prior to the merger date, among others. Under the indemnification agreement, the Casden sellers have the option to satisfy any indemnification obligation with shares of Aimco Class A Common
Stock at a value of $47 per share. The indemnification agreement provides that 4.0 million shares of Aimco Class A Common Stock that the Casden sellers received in the Casden Merger were
subject to restrictions on transfer. The indemnification agreement also provides that the Casden sellers may use shares of Aimco Class A Common Stock to satisfy any obligation under the
indemnification agreement, and further guarantees that for such purpose such shares will be valued at $47 per share. In the event the Casden sellers use shares of Aimco Class A Common Stock to
satisfy their indemnification obligations, Aimco will record contingent consideration to the extent the fair value of Aimco Class A Common Stock is less than $47 per share at that date. In

F-16

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connection
with the settlement of certain obligations under the indemnification agreement in 2003 (see Note 9), Aimco received 531,915 shares of Aimco Class A Common Stock to satisfy an
indemnification obligation of $25 million, which was recorded as contingent consideration to the Casden sellers of approximately $6.9 million. In addition, we have notes receivable from
Alan I. Casden for an aggregate total of $35 million that can be satisfied with an aggregate total of approximately 804,000 shares of Aimco Class A Common Stock, including shares to
cover interest that will accrue over the terms of the notes, under the indemnification agreement, which may result in additional contingent consideration.

Acquisitions of Partnership Interests

During 2003 and 2002, we acquired limited partnership interests in 166 partnerships and 323 partnerships, respectively, in which affiliates of ours served as
general partner. During 2003, we paid approximately $26.7 million, of which $25.9 million was in cash and the remainder in OP Units, in connection with acquisitions in both consolidated
and unconsolidated real estate partnerships. This amount was approximately $56.0 million in excess of the minority interests' book value in such limited partnerships, which we generally
identified to real estate. During 2002, we paid approximately $31.0 million, of which $27.7 million was in cash and the remainder in OP Units, in connection with such acquisitions. This
amount was approximately $79.0 million in excess of the minority interests' book value in such limited partnerships, which we generally identified to real estate.

In
July 2003, we acquired the remaining 50% interest in the partnership that owns Lincoln Place, a 795-unit apartment community in Venice, California, for a purchase
price of approximately $63 million, funded through a combination of cash and assumed non-recourse mortgage debt. During 2001, we acquired an approximate 50% interest in the
partnership that owns Lincoln Place, which we funded through the payment of cash and the issuance of Class Nine Partnership Preferred Units, or the Class Nine Preferred Units. In connection
with the July 2003 transaction, we repurchased for approximately $33 million all outstanding Class Nine Preferred Units that were issued in connection with the 2001 purchase and
approximately 147,000 common OP Units that had been issued upon conversion of Class Nine Preferred Units issued in the 2001 purchase.

NOTE 4Investments in Unconsolidated Real Estate Partnerships

We own general and limited partner interests in unconsolidated real estate partnerships owning approximately 441, 511 and 569 properties at December 31,
2003, 2002 and 2001, respectively. We acquired these interests through acquisitions, direct purchases and separate offers to limited partners. Our total ownership interests in these unconsolidated
real estate partnerships ranges from 1% to 50%. However, based on the provisions of the related partnership agreements, which grant varying degrees of control, we are not deemed to have control of
these partnerships sufficient to require or permit consolidation for accounting purposes. In 2003, the Financial Accounting Standards Board issued Interpretation No. 46 "Consolidation of Variable Interest Entities,
"or FIN 46, which changes the criteria for consolidating entities. We are currently evaluating our treatment
of these unconsolidated real estate partnerships under FIN 46, which we will adopt in first quarter 2004 for entities in existence prior to February 1, 2003 (see Note 21).

The
following table provides selected combined financial information for our unconsolidated real estate partnerships as of and for the years ended December 31, 2003, 2002 and 2001
(in thousands):

2003

2002

2001Real estate, net of accumulated depreciation

$
1,441,739

$
1,569,144

$
1,848,659Total assets


1,809,990


1,880,982


2,212,779Secured and other notes payable


1,704,963


1,787,756


2,854,195Total liabilities


2,256,370


2,306,931


3,114,349Partners' deficit


(446,380
)

(425,949
)

(901,570
)Rental and other property revenues


538,759


587,199


670,661Property operating expenses


(328,759
)

(319,685
)

(347,309
)Depreciation expense


(110,978
)

(123,489
)

(141,123
)Interest expense


(157,513
)

(176,087
)

(218,635
)Net income


40,782


27,505


82,140


F-17

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The decrease in the amounts in the above table from year to year was primarily due to dispositions of real estate owned by our unconsolidated real estate partnerships and our purchase of
additional interests in, and resulting consolidation of, various partnerships previously accounted for under the equity method.

As
a result of our acquisition of interests in unconsolidated real estate partnerships, the investment in these partnerships at December 31, 2003 and December 31, 2002 of
$238.0 million and $369.0 million, respectively, is approximately $331 million and $450 million, respectively, in excess of our share of the underlying historical partners'
deficit of the partnerships. The excess of the cost of the investments acquired over the equity in the underlying historical partners' deficit is primarily ascribed to the fair values of land and
buildings owned by the unconsolidated real estate partnerships. We amortize the excess basis related to the buildings over their estimated useful lives, which is recorded as a component of equity in
earnings (losses) of unconsolidated real estate partnerships.

NOTE 5Notes Receivable

The following table summarizes our notes receivable at December 31, 2003 and 2002 (in thousands):

|                               |  | 2003 |         | 2002 |  
|------------------------------ |  | ---- | ------- | ---- | -
|
|Par value notes                |  | $    | 61,584  |      | $
|Discounted notes               |  |      | 81,388  |      |  
|Allowance for loan losses      |  |      | (5,556  | )    |  
|                               |  |      |         |      |  
|Total notes receivable         |  | $    | 137,416 |      | $
|                               |  |      |         |      |  
|Face value of discounted notes |  | $    | 136,979 |      | $

Included
in the notes receivable from unconsolidated real estate partnerships at December 31, 2003 and 2002, are $30.8 million and $39.0 million,
respectively, in notes that were secured by interests in real estate or interests in real estate partnerships. We earn interest on these notes receivable at various annual interest rates ranging
between 5.5% and 12.0% and averaging 9.5%.

Included
in the notes receivable from non-affiliates at December 31, 2003 and 2002, are $20.9 million and $12.8 million, respectively, in notes that were
secured by interests in real estate or interests in real estate partnerships. We earn interest on these notes receivable at various annual interest rates ranging between 4.0% and 11.3% and averaging
7.4%. Additionally, included in notes receivable from non-affiliates at December 31, 2003 are notes receivable from Alan I. Casden for an aggregate of $35 million (see
Note 3 for further details). This aggregate $35 million obligation is comprised of five notes of $7 million each, maturing in five consecutive years beginning in
December 2004. The notes include simple interest rates ranging from 1.28% to 3.20%. The notes are each collateralized by shares of Aimco Class A Common Stock ranging from approximately
150,000 to 173,000 shares, with an aggregate total of approximately 804,000 shares, including shares to cover interest that will accrue over the terms of the notes.

We
recognize interest income earned from our investments in notes receivable when the collectibility of such amounts is both probable and reasonably estimable. Upon determining that less
than the full amount of the notes is collectible, we cease recording interest income on the impaired par value notes. Interest income from total non-impaired par value notes for the years
ended December 31, 2003, 2002 and 2001 totaled $15.5 million, $26.6 million and $26.0 million, respectively.

We
account for the discounted notes under the cost recovery method, which results in the discounted notes being carried at the acquisition amount, less subsequent cash collections, until
such time as collectibility of principal and interest is probable and the timing and amounts are reasonably estimable. Based upon closed or pending transactions (which include sales, refinancings,
foreclosures and rights offerings), we have determined that certain notes are collectible for amounts greater than their carrying value. Accordingly, we recognize accretion income, on a prospective
basis over the estimated remaining life of the loans, equal to the difference between the carrying value of the discounted notes and the
estimated collectible value. For the years ended December 31, 2003, 2002, and 2001, we recognized accretion income on total

F-18

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discounted
notes of approximately $3.3 million ($0.03 per basic and diluted unit), $36.8 million ($0.38 per basic unit and $0.37 per diluted unit), and $9.9 million ($0.12 per
basic and diluted unit), respectively. We generally realize the notes receivable through collection of cash or increasing ownership of the property or of an additional equity interest in the
partnership owning the property that serves as collateral for the loan.

The
activity in the allowance for loan losses in total for both par value notes and discounted notes for the years ended December 31, 2003 and 2002, is as follows (in thousands):

2003

2002Balance at beginning of period

$
(5,413
)
$
Provision for losses on notes receivable


(2,183
)

(9,006
)Net reductions due to property sales


1,311


991Net reductions due to newly consolidated


729


2,602Balance at end of period

$
(5,556
)
$
(5,413
)


During
2003 and 2002, we determined that an allowance for loan losses of $4.4 million and $4.1 million, respectively, was required on certain of our par
value notes that had carrying values of $16.3 million and $10.5 million, respectively. The average recorded investment in the impaired par value notes for the years ended
December 31, 2003 and 2002 was $14.6 million and $7.5 million, respectively. We believe the remaining $113.7 million in par value notes receivable at December 31,
2003 are collectible and, therefore, interest income on these par value notes is recognized as it is earned (see discussion above).

During
2003 and 2002, we determined that an allowance for loan losses of $1.2 million and $1.3 million, respectively, was required on certain of our discounted notes that
had carrying values of $4.9 million and $9.3 million, respectively. The average recorded investment in the impaired discounted notes for the years ended December 31, 2003 and 2002
was $6.3 million and $11.8 million, respectively.

We
continue to monitor the collectibility or impairment of each note on a periodic basis, and we may make changes in the allowance due to changes in the market environment that affect
operating cash flows.

NOTE 6Secured Tax-Exempt Bond Financings and Secured Notes Payable

The following table summarizes our secured tax-exempt bond financings at December 31, 2003 and 2002, all of which is non-recourse to
us (in thousands):

Weighted Average
Interest Rate

2003

2002Fixed rate secured tax-exempt bonds payable

5.85
%
$
381,878

$
419,353Variable rate secured tax-exempt bonds payable

2.13
%

817,482


786,201Total



$
1,199,360

$
1,205,554


Fixed
rate secured tax-exempt bonds payable mature at various dates through October 2036. Variable rate secured tax-exempt bonds payable
mature at various dates through July 2033. Principal and interest on these bonds are generally payable in semi-annual installments or monthly interest-only payments with
balloon payments due at maturity. Certain of our tax-exempt bonds at December 31, 2003 are remarketed periodically by a remarketing agent to maintain a variable yield. If the
remarketing agent is unable to remarket the bonds, then the remarketing agent can put the bonds to us. We believe that the likelihood of this occurring is remote.

At
December 31, 2003, our secured tax-exempt bond financings were secured by 82 properties with a combined net book value of $1,740.6 million.

F-19

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The
following table summarizes our secured notes payable at December 31, 2003 and 2002, all of which are non-recourse to us (in thousands):

Weighted Average
Interest Rate

2003

2002Conventional fixed rate secured notes payable

7.03
%
$
4,201,897

$
4,191,358Conventional variable rate secured notes payable

4.22
%

42,191


22,054Secured notes credit facility

1.91
%

205,453


181,844Total



$
4,449,541

$
4,395,256


Fixed
rate secured notes payable mature at various dates through September 2038. Variable rate secured notes payable mature at various dates through
December 2033. Principal and interest are generally payable monthly or monthly interest-only payments with balloon payments due at maturity. At December 31, 2003, our secured
notes payable were secured by 575 properties with a combined net book value of $6,946.5 million.



We have a revolving credit facility of up to $250 million primarily to be used for financing properties that we intend to sell, as well as properties that
are under redevelopment. In addition to the amounts in the above table, there were approximately $9 million and $10 million of notes that were provided through this facility that are
unconsolidated and not included within secured notes payable at December 31, 2003 and 2002, respectively. The interest rate on the notes provided through this facility is the Fannie Mae
Discounted Mortgage-Backed Security index plus 0.85%, which interest rate resets monthly. Each such loan under this facility is treated as a separate borrowing and is collateralized by a specific
property, and none of the loans is cross-collateralized or cross-defaulted. This facility matures in September 2007, but can be terminated and repaid in full without penalty after
September 2005.

Our
consolidated debt instruments generally contain covenants common to the type of facility or borrowing, including financial covenants establishing minimum debt service coverage ratios
and maximum leverage ratios. At December 31, 2003, we were in material compliance with all financial covenants pertaining to our consolidated debt instruments.

As
of December 31, 2003, the scheduled principal amortization and maturity payments for our secured tax-exempt bonds and secured notes payable are as follows (in
thousands):

Amortization

Maturities

Total2004

$
135,849

$
71,396

$
207,2452005


143,655


146,438


290,0932006


144,774


401,336


546,1102007


148,398


244,305


392,7032008


152,770


208,427


361,197Thereafter








3,851,553$
5,648,901


NOTE 7Mandatorily Redeemable Preferred Securities

As a result of Statement of Financial Accounting Standard No. 150,Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity, or SFAS 150, effective July 1, 2003, we were required to reclassify the Class S Partnership Preferred Units, which we refer
to as the Class S Preferred Units, and Trust Based Convertible Preferred Securities, which we refer to as TOPRS, from between the liabilities and partners' capital section to the liabilities
section of the consolidated balance sheet (see Note 21 for further details on SFAS 150).

On
April 30, 2003, Aimco sold 4,000,000 shares ($100 million) of Class S Cumulative Redeemable Preferred Stock, or the Class S Preferred Stock, through a
private placement to an institutional investor, resulting in approximately $97 million of net proceeds. Proceeds of $28.1 million were paid by Aimco to us to repay the note receivable
established in the acquisition of the Villas at Park La Brea (see Note 11) and concurrently all 1,124,041 Class Eleven Partnership Preferred Units, which we refer to as the Class Eleven
Preferred Units, were converted into 1,124,041 Class S Preferred Units. The remaining net proceeds were contributed by Aimco to us in exchange for 2,875,959 Class S Preferred Units. We
used the net proceeds to

F-20

---

redeem
$60 million of our Class C Partnership Preferred Units, which we refer to as the Class C Preferred Units (see Note 13), and to pay down borrowings on our revolving
credit facility. The Class S Preferred Units have substantially the same terms as the shares of Class S Preferred Stock. The initial dividend rate on the Class S Preferred Stock
is based on three-month LIBOR plus 2.75%. These dividends are cumulative from the date of original issuance and are payable quarterly. From the first anniversary of the date of original issuance
through October 31, 2004, the dividend rate on the Class S Preferred Stock increases to the three-month LIBOR plus 6.0% with additional increases thereafter. Distributions are made on
the Class S Preferred Units at the same time and in the same amount as dividends paid on the Class S Preferred Stock. Under SFAS 150, the distributions paid on the Class S
Preferred Units are recorded to interest expense. Effective July 1, 2003 and for the year ended December 31, 2003, we recorded to interest expense $2.0 million of distributions
paid on the Class S Preferred Units. Class S Preferred Units are senior to common OP Units andpari passuto all other classes of preferred
OP Units as to distributions and liquidation. Upon any liquidation, dissolution or winding up of Aimco, before payments of distributions by Aimco are made to any holders of Aimco Class A Common
Stock or common OP Units, the holders of Class S Preferred Stock and Class S Preferred Units are entitled to receive a liquidation preference of $25 per share/unit, plus accumulated,
accrued and unpaid dividends/distributions. Each share of Class S Preferred Stock is redeemable for a maximum amount of $25 per share, plus all accrued and unpaid dividends, if any, to the date
fixed for redemption, as follows: (i) at the option of the holder, upon the occurrence of certain events or (ii) at Aimco's option, at any time, with a mandatory redemption date of
April 30, 2043. Depending on the date fixed for redemption, the Class S Preferred Stock is redeemable at varying per share amounts as follows: (i) on or before January 31,
2004, $24.63; (ii) on or before April 30, 2004, $24.75; or (iii) any time after April 30, 2004, $25.00. The redemption value of the Class S Preferred Units at the
date of adoption of SFAS 150 was $97.75 million. As a result, we reclassified this amount as a liability as of July 1, 2003. Based on the redemption terms of the Class S
Preferred Stock, as described above, the redemption price of the Class S Preferred Units at December 31, 2003 was $98.5 million. Therefore, in accordance with SFAS 150, we
recognized an additional liability and incurred interest expense in the amount of $0.75 million in the year ended December 31, 2003.

In
connection with the Insignia merger in 1998, we assumed the obligations under TOPRS with an aggregate liquidation amount of $149.5 million. Since 1998, approximately
$134.4 million of the securities have been converted into Aimco Class A Common Stock, resulting in $15.1 million remaining as of December 31, 2003, which also represents
the redemption value. The securities mature on September 30, 2016 and require distributions at the rate of 6.5% per annum, with quarterly distributions payable in arrears. For the years ended
December 31, 2003, 2002 and 2001, $1.0 million, $1.2 million and $1.6 million, respectively, of dividends have been recorded to interest expense. The securities are
convertible by the holders at any time through September 30, 2016 and may be redeemed by us on or after November 1, 1999. Each $50 of liquidation value of the securities can be converted
into Aimco Class A Common Stock at a conversion price of $49.61, which equates to 1.007 shares of Aimco Class A Common Stock. In 2003 and 2002, the holders of the securities converted
approximately $0.05 million and $5.5 million, respectively, of the securities into approximately 1,000 and 107,000 shares of Aimco Class A Common Stock, respectively.
Concurrently, we issued 1,000 and 107,000 common OP Units, respectively, to Aimco.

NOTE 8Term Loans and Credit Facility

We have two syndicated term loans. We entered into a term loan on May 30, 2003, which we refer to as the Term Loan, whereby we borrowed $250 million
from a syndicate of financial institutions. The Term Loan matures in May 2008 and is repayable at our option at any time without penalty. At December 31, 2003, the Term Loan had an
outstanding principal balance of $250 million and an interest rate of 3.89% (based on a designated LIBOR rate plus 2.85%). In March 2002, we entered into a term loan with a syndicate of
financial institutions in connection with the Casden Merger, which we refer to as the Casden Loan. At December 31, 2003, the Casden Loan had an outstanding principal balance of
$104.4 million and an interest rate of 3.98% (based on a designated LIBOR rate plus 2.85%). The Casden Loan matures in March 2004, however, subsequent to December 31, 2003, we
extended the maturity of the Casden Loan to March 2005.

We
have an outstanding revolving credit facility, which we refer to as the Revolver, with a syndicate of financial institutions having aggregate lending commitments of
$500 million, of which $445 million has been syndicated. At December 31, 2003, the Revolver had an outstanding principal balance of $81.0 million and an interest rate of
4.00% based on weighted average LIBOR contracts outstanding with various maturities plus 2.85%. The Revolver matures in
July 2005. The amount available under the Revolver at December 31, 2003 and 2002 was $348 million (less $22.4 million outstanding for letters for credit) and
$109 million (less $4.2 million outstanding for letters for credit), respectively. The maximum amount available for borrowing under the Revolver fluctuates based on established criteria
defined therein and is typically the $445 million that has been syndicated.

F-21

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The
borrowers under the Term Loan and the Revolver are Aimco, the Partnership, AIMCO/Bethesda Holdings, Inc. and NHP Management Company. The borrowers under the Casden Loan are
Aimco, the Partnership and NHP Management Company. Each of the Term Loan, the Casden Loan and the Revolver are guaranteed by certain subsidiaries of Aimco. Certain of our subsidiaries and
non-real estate assets secure the obligations under each of the Term Loan, the Casden Loan and the Revolver.

We
are subject to certain customary covenants under the Term Loan, Casden Loan, and Revolver each as defined therein, that require us to maintain ratios related to: debt to gross asset
value; interest coverage; total obligations to gross asset value; and minimum fixed charge coverages. If the ratios related to debt to gross asset value or total obligations to gross asset value
exceed certain thresholds for more than two consecutive quarters, the applicable interest rate margin increases by 0.25%. The covenants also prohibit us from paying distributions (as defined therein)
in amounts that exceed 90% of our Funds from Operations, except as may be required for Aimco to maintain its REIT status.

The
affirmative and negative covenants, including financial covenants, contained in the Term Loan, the Casden Loan and the Revolver are substantially identical. As of December 31,
2003, we were in compliance with all financial covenant requirements.

NOTE 9Commitments and Contingencies



In connection with the Casden Merger, we and Aimco agreed to:





In the ordinary course of business, we provide various guarantees that are covered by the provisions of FASB's Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. These guarantees include:
(i) standby letters of credit, which we may provide to enhance credit or guarantee our performance under contractual obligations; (ii) limited guarantees, which we may provide to certain
of our lenders and that may require us to provide funds to maintain a required loan-to-value ratio, and (iii) guarantees in connection

F-22

---

with
our syndication of historical and affordable housing tax credits, which we may provide to make available additional funding to cover operating cash flow deficiencies, cover shortfalls related to
the delivery of tax credits and cover financing shortfalls related to project development. These guarantees have varying expiration dates ranging from less than one year to fourteen years. The fair
value of these guarantees issued after December 31, 2002, were not material to our financial statements.



In addition to the matters described below, we are a party to various legal actions and administrative proceedings arising in the ordinary course of business, some
of which are covered by liability insurance, and none of which we expect to have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.



In
connection with our acquisitions of interests in real estate partnerships, we are sometimes subject to legal actions, including allegations that such activities may involve breaches
of fiduciary duties to the partners of such real estate partnerships or violations of the relevant partnership agreements.

We
may incur costs in connection with the defense or settlement of such litigation. We believe that we comply with our fiduciary obligations and relevant partnership agreements. Although
the outcome of any litigation is uncertain, we do not expect any such legal actions to have a material adverse affect on our consolidated financial condition or results of operations taken as a whole.



Various
Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation of certain hazardous substances present on
a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or
the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to
the costs associated with investigation and remediation actions brought by government agencies, the presence of hazardous substances on a property could result in claims by private plaintiffs for
personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or
treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person
arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of properties, we could potentially be liable for environmental
liabilities or costs associated with its properties or properties it acquires or manages in the future.

As
previously disclosed, Aimco has been named as a defendant in lawsuits that have alleged personal injury as a result of the presence of mold. In addition, we are aware of lawsuits
against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary
judgments or settlements. We have only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.

We
have implemented a national policy and procedures to prevent or eliminate mold from our properties and believe that our measures will eliminate, or at least minimize, the effects that
mold could have on our residents. To date, we have not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is
unsettled and subject to change we can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on our consolidated financial
condition or results of operations taken as a whole.



As
previously disclosed, Aimco and four of its affiliated partnerships are defendants in a lawsuit brought by the City Attorney for the City and County of San Francisco ("CCSF") alleging
violations of residential housing codes, unlawful business practices and unfair competition. The City Attorney asserts civil penalties from $500 to $1,000 per day for each

F-23

---

affected
unit, as well as other statutory and equitable relief. Aimco has filed a cross-complaint against CCSF, its Department of Building Inspections and certain of its employees, alleging
constitutional violations arising out of its arbitrary and discriminatory application of its codes, and other tortious conduct. The matter is not presently set for trial. Aimco has engaged in
extensive discussions with the City Attorney to resolve the lawsuit. In the event Aimco is unable to resolve the lawsuit, it will assert what it believes to be meritorious defenses, vigorously defend
itself against CCSF's claims, and vigorously prosecute Aimco's own claims against CCSF. Although the outcome of any litigation is uncertain, we do not believe that the ultimate outcome will have a
material adverse effect on our consolidated financial condition or results of operations taken as a whole.

As
previously disclosed, National Program Services, Inc. and Vito Gruppuso (collectively "NPS") are insurance agents who in 2000 sold to Aimco property insurance issued by
National Union Fire Insurance Company of Pittsburgh, Pennsylvania ("National Union"). The financial failure of NPS resulted in defaults in June 2002 under two agreements by which NPS
indemnified Aimco from losses relating to the matters described below. As a result of such defaults, Aimco faced the risk of impairment of a $16.7 million insurance-related receivable as well
as certain contingent liabilities as more fully described below. Aimco has settled its litigation with Lumbermens Mutual Casualty Company ("Lumbermens") and potential claims against an insurance
agency with the result that they have received $10 million and have reduced its insurance related receivable to $6.7 million. In addition, Aimco has pending litigation against National
Union, First Capital Group, a New York based insurance wholesaler, NPS and other agents of National Union, for a refund of at least $10 million of the prepaid premium plus other damages
resulting from the cancellation of the coverage. In January 2004, Gruppuso pleaded guilty to three charges of theft in New Jersey Superior Court.

As
previously disclosed, with respect to the contingent liabilities arising from the NPS defaults, in November 2002, Cananwill, Inc., a premium funding company, commenced
litigation against Aimco and others, alleging a balance due of $5.7 million, plus interest and attorney's fees, on a premium finance agreement that funded premium payments made to National
Union. Aimco denies liability to Cananwill, believes that it has meritorious defenses to assert, and will vigorously defend itself. In the event of an adverse determination, Aimco will seek
reimbursement of any loss from all third parties responsible for any such liability. In April 2003, Aimco filed suit against Cananwill and Combined Specialty Insurance Company, formerly known
as Virginia Surety Company, Inc., in the United States District Court for the District of Colorado alleging Cananwill's conversion of $1.6 million of unearned premium belonging to Aimco
and misapplication
of such funds to the alleged debt asserted in the first Cananwill lawsuit. In addition, WestRMWest Risk Markets, Ltd. ("WestRM") sued XL Reinsurance America, Inc.
("XL"), Greenwich Insurance Company ("Greenwich") and Lumbermens to collect on surety bonds issued by the three allegedly to secure payment obligations due on a premium funding made by
WestRM. XL and Greenwich have made Aimco a third party defendant in this action, asserting that if they have any liability to WestRM, then Aimco is liable to XL and Greenwich pursuant to an alleged
indemnification agreement. Finally, on July 11, 2003, Highlands Insurance Company ("Highlands") filed suit in a New Jersey state court against Cananwill, Aimco, XL and Greenwich asserting
Aimco's liability as a principal on surety bonds issued by Highlands in the event Highlands has any liability to Cananwill on the aforementioned Cananwill claim. Aimco believes that it has meritorious
defenses to assert, will vigorously defend itself against claims brought against them, and will vigorously prosecute its own claims. Although the outcome of any claim or matter in litigation is
uncertain, we do not believe that we will incur any material loss in connection with the insurance-related receivable or that the ultimate outcome of these separate but related matters will have a
material adverse effect on our consolidated financial condition or results of operations taken as a whole.

As
previously disclosed, in 1998 and 1999, prior to the March 2002 Casden Merger in which Aimco acquired National Partnership Investments Corp. ("NAPICO"), investors holding
limited partnership units in various limited partnerships of which NAPICO is the corporate general partner commenced an action (the "REAL Litigation") against NAPICO and certain other defendants (the
"Casden defendants"). The claims related to activities that pre-dated the Casden Merger and included, but were not limited to, claims for breaches of fiduciary duty to the limited partners
of certain NAPICO-managed partnerships and violations of securities laws by making materially false and misleading statements in the consent solicitation statements sent to the limited partners of
such partnerships. On April 29, 2003, the court entered judgment against NAPICO and the Casden defendants. On December 30, 2003, the previously disclosed Stipulation of Settlement with
the plaintiff class (the "Plaintiffs") and their counsel relating to the settlement of the REAL Litigation became effective in accordance with its terms. In connection therewith, the Casden defendants
made payments in both cash ($29 million) and stock ($19 million) on behalf of NAPICO and the other defendants, to the Plaintiffs, and guaranteed payments in an aggregate amount of
$35 million ($7 million per year for 5 years), plus interest, by NAPICO to the Plaintiffs. The Stipulation of Settlement also resulted in the release of claims of all parties
associated with the REAL Litigation, and a joint agreement by the parties to request that a new judgment be entered in the REAL Litigation to, among other things, expunge the judgment originally

F-24

---

entered
against NAPICO and the Casden defendants. In addition, on December 30, 2003, the previously disclosed Settlement Agreement among the prior shareholders of Casden
Properties, Inc., NAPICO and Aimco closed in accordance with its terms. In connection therewith, (1) NAPICO voluntarily discontinued the action it commenced on May 13, 2003
against the former shareholders of Casden Properties, Inc. and other indemnitors in the Casden Merger; (2) Alan I. Casden and certain related entities resolved certain pending claims for
indemnification made by Aimco, NAPICO, and affiliates of Aimco's; (3) an affiliate of Aimco provided $25 million of the $29 million in cash that Alan I. Casden was obligated to
provide under the Stipulation of Settlement in exchange for 531,915 shares of Aimco Class A Common Stock owned by The Casden Company; and (4) The Casden Company delivered promissory
notes to NAPICO in an aggregate amount of $35 million ($7 million per year for 5 years), plus interest, on a secured, non-recourse basis. The Casden Company can
satisfy its obligation set forth in item (4) above in shares of Aimco Class A Common Stock having a value based on the greater of $47 per share or the market value of such shares at the
time of payment.

As
previously disclosed, on August 8, 2003, we were served with a complaint in the United States District Court, District of Columbia alleging that we willfully violated the Fair
Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime for all hours worked in excess of forty hours per week. The complaint attempts to bring a collective action under the FLSA
and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that we failed to compensate maintenance workers for time that they
were required to be "on-call." Additionally, the complaint alleges that we failed to comply with the FLSA in compensating maintenance workers for time that they worked in responding to a
call while "on-call." The complaint also attempts to certify a subclass for salaried service directors who are challenging their classification as exempt from the overtime provisions of
the FLSA. We have filed an answer to the complaint denying the substantive allegations. Although the outcome of any litigation is uncertain, we do not believe that the ultimate outcome will have a
material adverse effect on our consolidated financial condition or results of operations taken as a whole.



During
first quarter 2004, Aimco responded to an informal inquiry received in December 2003 from the Central Regional Office of the United States Securities and Exchange
Commission seeking voluntary assistance in providing certain information and records related to certain matters. The matters included Aimco's miscalculated net rental income figures reported in
certain 2003 press releases, which miscalculations were discovered during the review process normally conducted with quarter-end reporting and corrected prior to Aimco's receipt of the
SEC's letter, Aimco's forecasted guidance and Aimco's accounts payable. The letter states that the inquiry should not be construed as an indication that any violation of law has occurred or as an
adverse reflection on any person, entity or security. Aimco has cooperated fully with the request. We do not believe that the ultimate outcome will have a material adverse effect on our consolidated
financial condition or results of operations taken as a whole.

Operating Leases

We are obligated under office space and equipment non-cancelable operating leases. In addition, we sublease certain of our office space to tenants
under non-cancelable subleases. Approximate minimum annual rentals under operating leases and approximate minimum payments to be received under annual subleases for the five years ending
after December 31, 2003 are as follows (in thousands):

Operating Lease
Payments

Sublease
Receipts2004

$
5,484

$
1,6622005


4,955


1,4852006


4,660


1,4532007


4,716


1,4942008


4,610


1,448Total

$
24,425

$
7,542


Substantially
all of the office space and equipment subject to the operating leases described above are for the use of our corporate offices and regional operating
centers. Rent expense recognized totaled $6.1 million, $5.0 million, and $4.5 million for the years ended December 31, 2003, 2002 and 2001, respectively. Sublease receipts
totaled approximately $1.1 million, $0.8 million and $2.4 million for the years ended December 31, 2003, 2002 and 2001, respectively.

F-25

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NOTE 10Income Taxes

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of the taxable REIT subsidiaries for
financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and assets are as follows (in thousands):

December 31, 2003

December 31, 2002Deferred tax liabilities:Partnership differences

$
50,704

$
49,236Bad debt reserves


8,211


5,629Depreciation of fixed assets


12,342


8,801Intangibles


1,698


525Other


1,456


992Total deferred tax liabilities

$
74,411

$
65,183Deferred tax assets:Net operating and capital loss carryforward

$
19,098

$
16,700Receivables


11,692


9,379Accrued liabilities


8,192


8,080Accrued interest expense


6,349


1,772Rehabilitation & Low Income Housing credits


3,403


Alternative Minimum Tax credits


1,231


1,231Total deferred tax assets


49,965


37,162Valuation allowance for deferred tax assets


(1,618
)

(8,659
)Deferred tax assets, net of valuation allowance


48,347


28,503Net deferred tax liabilities

$
(26,064
)
$
(36,680
)


Significant
components of the provision (benefit) for income taxes are as follows and are classified within management and other expenses in continuing operations and
discontinued operations in our statements of income for 2003, 2002 and 2001 (in thousands):

|                        |         | Year Ended
December 31, 2003 |         | Year Ended
December 31, 2002 |   | Year Ended
December 31, 2001 |       
|----------------------- | ------- | ---------------------------- | ------- | ---------------------------- | - | ---------------------------- | ------
|Current:                |         |                              |         |                              |   |                              |       
|                        | Federal |                              | $       | 4,556                        |   | $                            | 175   
|                        | State   |                              |         | 840                          |   |                              | 1,640 
|                        |         |                              |         |                              |   |                              |       
|Total current           |         |                              | 5,396   |                              |   | 1,815                        |       
|                        |         |                              |         |                              |   |                              |       
|Deferred:               |         |                              |         |                              |   |                              |       
|                        | Federal |                              |         | (10,065                      | ) |                              | (175  
|                        | State   |                              |         | (1,150                       | ) |                              | (1,640
|                        |         |                              |         |                              |   |                              |       
|Total deferred          |         |                              | (11,215 | )                            |   | (1,815                       | )     
|                        |         |                              |         |                              |   |                              |       
|                        |         | $                            | (5,819  | )                            | $ |                             |       
|                        |         |                              |         |                              |   |                              |       
|Classification:         |         |                              |         |                              |   |                              |       
|Continuing operations   |         | $                            | (17,953 | )                            | $ | (2,507                       | )     
|Discontinued operations |         | $                            | 12,134  |                              | $ | 2,507                        |       

F-26

---

Consolidated
income (loss) subject to tax is ($3,990,000) for 2003, $5,093,000 for 2002, and ($4,851,000) for 2001. The reconciliation of income tax attributable to
continuing and discontinued operations computed at the U.S. statutory rate to income tax expense (benefit) is shown below (dollars in thousands):

|                                                                         |  | Year Ended
December 31, 2003 |        | Year Ended
December 31, 2002 |       | Year Ended
December 31, 2001 |  
|------------------------------------------------------------------------ |  | ---------------------------- | ------ | ---------------------------- | ----- | ---------------------------- | -
|
|Tax at U.S. statutory rates on consolidated income (loss) subject to tax |  | $                            | (1,396 | )                            | 35.0  | %                            | $
|State income tax, net of Federal tax benefit                             |  |                              | (306   | )                            | 7.6   | %                            |  
|Effect of permanent differences                                          |  |                              | 2,202  |                              | (55.2 | )%                           |  
|Increase (decrease) valuation allowance                                  |  |                              | (6,319 | )                            | 158.4 | %                            |  
|                                                                         |  |                              |        |                              |       |                              |  
|                                                                         |  | $                            | (5,819 | )                            | 145.8 | %                            | $
|                                                                         |  |                              |        |                              |       |                              |  

During
the quarter ended March 31, 2003, in an effort to streamline business processes and operational efficiencies of our property management and services
businesses, we contributed all of the capital stock of NHP Management Company to AIMCO/Bethesda Holdings, Inc. (both of which are wholly-owned taxable REIT subsidiaries). In connection with
this transaction, we reversed a valuation reserve related to future deductions and tax loss carryforwards of NHP Management Company and thereby recognized approximately $8.0 million of deferred
tax benefits, reducing management and other expenses. This deferred tax benefit increased net income by approximately $8.0 million and resulted in an increase in basic and diluted earnings per
unit of $0.08 for the year ended December 31, 2003.

Income
taxes paid totaled $5,385,000, $1,620,000, and $819,000 in the years ended December 31, 2003, 2002 and 2001, respectively.

At
December 31, 2003, we had net operating loss carryforwards (NOLs) of approximately $49.0 million for income tax purposes that expire in years 2012 to 2021. Subject to
some limitations, we may use these NOLs to offset all or a portion of taxable income generated by our taxable REIT subsidiaries. Additionally, at December 31, 2003, we had tax credit
carryforwards of approximately $3.4 million for income tax purposes that expire in years 2012 to 2022.

NOTE 11Related Party Notes Receivable

In exchange for the sale of certain real estate assets to Aimco in December 2000, we received notes receivable, which we refer to as the Notes, totaling
$10.1 million. The Notes bear interest at the rate of 5.7% per annum. Of the $10.1 million total, $7.6 million is due upon demand, and the remainder is due in scheduled
semi-annual payments with all unpaid principal and interest due on December 31, 2010.

In
order to fund the additional consideration with respect to the Villas at Park La Brea acquisition on November 27, 2002, we loaned $28.1 million to Aimco in exchange for
a note receivable, which we refer to as the Villas at Park La Brea Note. The Villas at Park La Brea Note had an interest rate of 8.0% per annum, with interest payments due on December 31 of
each year (beginning in 2002) with all unpaid principal and interest due on December 31, 2012. Aimco repaid the Villas at Park La Brea Note with the proceeds from the issuance of Class S
Preferred Stock (see Note 7).

NOTE 12Registration Statements

On November 7, 2001, Aimco and the Partnership filed a shelf registration statement with the Securities and Exchange Commission, or the SEC, with respect to
an aggregate of $822 million of debt and equity securities of Aimco and $500 million of debt securities of the Partnership, all of which was carried forward from Aimco's 1998 shelf
registration
statement. On November 9, 2001, the SEC declared the registration statement effective. As of December 31, 2003, Aimco had approximately $250 million of debt and equity securities
available and the Partnership had $500 million of debt securities available for sale under this registration statement.

F-27

---

NOTE 13Partners' Capital

Preferred OP Units

All classes of preferred OP Units are pari passu with each other and are senior to the common OP Units. None of the classes of preferred OP Units have any voting
rights, except the right to approve certain changes to the Partnership Agreement that would adversely affect holders of such class of units. Distributions on all preferred OP Units are subject to
being declared by the General Partner.

At
December 31, 2003 and 2002, the following classes of preferred OP Units (stated at their redemption values) owned by Aimco were outstanding:

|                                                                                             |  |            |  |        |  |       |   | Balance
|-------------------------------------------------------------------------------------------- |  | ---------- |  | ------ |  | ----- | - | -------
|
|
|
|Perpetual:                                                                                   |  |            |  |        |  |       |   |        
|Class C Partnership Preferred Units, none and 2,400,000 units issued and outstanding(2)      |  | 12/23/2002 |  |       |  | 9.00  | % | $      
|Class D Partnership Preferred Units, 2,700,002 and 4,200,000 units issued and outstanding(3) |  | 02/19/2003 |  |       |  | 8.75  | % |        
|Class G Partnership Preferred Units, 4,050,000 units issued and outstanding                  |  | 07/15/2008 |  |       |  | 9.375 | % |        
|Class H Partnership Preferred Units, none and 2,000,000 units issued and outstanding(4)      |  | 08/14/2003 |  |       |  | 9.50  | % |        
|Class Q Partnership Preferred Units, 2,530,000 units issued and outstanding                  |  | 03/19/2006 |  |       |  | 10.10 | % |        
|Class R Partnership Preferred Units, 6,940,000 units issued and outstanding                  |  | 07/20/2006 |  |       |  | 10.00 | % |        
|Class T Partnership Preferred Units, 6,000,000 and no units issued and outstanding(5)        |  | 07/31/2008 |  |       |  | 8.00  | % |        
|                                                                                             |  |            |  |        |  |       |   |        
|                                                                                             |  |            |  |        |  |       |   |        
|                                                                                             |  |            |  |        |  |       |   |        
|Convertible(6):                                                                              |  |            |  |        |  |       |   |        
|Class L Partnership Preferred Units, none and 2,500,000 units issued and outstanding(7)      |  | 05/28/2002 |  | 0.5379 |  | 10.00 | % |        
|Class M Partnership Preferred Units, none and 1,200,000 units issued and outstanding(8)      |  | 01/13/2003 |  | 0.5682 |  | 9.25  | % |        
|Class N Partnership Preferred Units, 4,000,000 units issued and outstanding                  |  | 09/12/2003 |  | 0.4762 |  | 9.00  | % |        
|Class O Partnership Preferred Units, 1,904,762 units issued and outstanding                  |  | 09/15/2003 |  | 1.0    |  | 9.00  | % |        
|Class P Partnership Preferred Units, 3,999,662 units issued and outstanding                  |  | 03/26/2004 |  | 0.4464 |  | 9.00  | % |        
|Class Eleven Partnership Preferred Units, none and 1,124,041 units issued and outstanding(9) |  | 12/31/2012 |  | 1.0    |  | 8.00  | % |        
|                                                                                             |  |            |  |        |  |       |   |        
|                                                                                             |  |            |  |        |  |       |   |        
|                                                                                             |  |            |  |        |  |       |   |        
|Total                                                                                        |  |            |  |        |  |       |   | $      
|                                                                                             |  |            |  |        |  |       |   |        

All
of the above have a liquidation preference per unit of $25, with the exception of the Class O Partnership Preferred Units, which have a liquidation preference
per unit of $52.50.

F-28

---

On
July 31, 2003, the SEC clarified Topic D-42 (see Note 21 for further information on Topic D-42). As a result and because of the redemption of the
Class C Preferred Units in second quarter 2003, we were required to retroactively deduct from net income to arrive at net income attributable to common unitholders approximately
$2.2 million of redemption related preferred OP Unit issuance costs associated with the Class C Preferred Units. This reduced by $0.02 our previously reported earnings per basic and
diluted common unit for the three months ended June 30, 2003. Additionally, the redemptions in third quarter 2003 of the Class H Preferred Units, the Class L Preferred Units, and
the Class M Preferred Units and the partial redemption in third quarter 2003 of the Class D Preferred Units resulted in approximately $5.5 million of redemption related preferred
OP Unit issuance costs being deducted from net income to arrive at net income attributable to common unitholders and thereby reduced by $0.06 our earnings per basic and diluted common unit for the
three months ended September 30, 2003. All of these redemption related preferred OP Unit issuance costs reduced by $0.08 our earnings per basic and diluted common unit for the year ended
December 31, 2003.

F-29

---

As
of December 31, 2003 and 2002, the following classes of preferred OP Units (stated at their redemption values) owned by third parties were outstanding (in thousands, except
unit data):

|                                                                                                                                                                                                                                                                            |  | 2003 |        | 2002
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ----
|Class One Partnership Preferred Units, 90,000 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at 8% ($8.00 per annum per unit)                                                           |  | $    | 9,000  |     
|Class Two Partnership Preferred Units, 59,106 and 71,643 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at 8% ($2.00 per annum per
unit)                                               |  |      | 1,477  |     
|Class Three Partnership Preferred Units, 1,503,048 and 1,535,363 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at 9.5% ($2.375 per
annum per unit)                                    |  |      | 37,576 |     
|Class Four Partnership Preferred Units, 757,149 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holders to receive distributions at 8% ($2.00 per annum per
unit)                                                        |  |      | 18,929 |     
|Class Five Partnership Preferred Units, 68,671 units issued and outstanding, redeemable for cash at any time at our option, holder to receive distributions equal to the per unit distribution on the common OP Units ($3.06
per unit for 2003 and $3.28 per unit for 2002) |  |      | 2,747  |     
|Class Six Partnership Preferred Units, 808,238 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at 8.5% ($2.125 per annum per
unit)                                                       |  |      | 20,206 |     
|Class Seven Partnership Preferred Units, 29,752 units issued and outstanding, redeemable for Aimco Class A Common Stock in one year from issuance, holder to receive distributions at 9.5% ($2.375 per annum per
unit)                                                      |  |      | 744    |     
|Class Eight Partnership Preferred Units, 6,250 units issued and outstanding, redeemable for cash at any time at our option, holder to receive distributions equal to the per unit distribution on the common OP Units ($3.06
per unit for 2003 and $3.28 per unit for 2002) |  |      | 156    |     
|Class Nine Partnership Preferred Units, none and 1,077,486 units issued and outstanding, convertible to common OP Units in one year from the date of issuance (subject to certain conditions), holder to receive
distributions at 9% ($2.25 per annum per unit)             |  |      |       |     
|                                                                                                                                                                                                                                                                            |  |      |        |     
|                                                                                                                                                                                                                                                                            |  | $    | 90,835 |     
|                                                                                                                                                                                                                                                                            |  |      |        |     

For
all preferred OP Units that are redeemable for Aimco Class A Common Stock, we, upon redemption, will issue a common OP Unit to Aimco for each share of Aimco
Class A Common Stock issued. In addition, subject to certain conditions, the Class Four, Class Five, Class Six and Class Eight Partnership Preferred Units are convertible into common OP Units,
two years from issuance, after December 21, 2000, three years from issuance, and after November 16, 2001, respectively.

In
July 2003, we repurchased all outstanding Class Nine Preferred Units for approximately $27 million (see Note 3 for further information). Additionally, during the
years ended December 31, 2003 and 2002 approximately 32,000 and 310,000 preferred OP Units were tendered for redemption in exchange for approximately 22,000 and 147,000 shares of Aimco
Class A Common Stock, respectively. Additionally, during the years ended December 31, 2003 and 2002, approximately 13,000 and 5,700 preferred OP Units were tendered for redemption in
exchange for cash.

F-30

---

The
distributions paid on each class of preferred OP Units classified as partners' capital for the years ended December 31, 2003, 2002, and 2001 are as follows (in thousands,
except per unit data):

|             |  | 2003 |      | 2002 |   | 2001  
|------------ |  | ---- | ---- | ---- | - | ------
|
|Class B      |  | $    |     |      | $ |      
|Class C      |  |      | 1.60 | (2)  |   | 3,840 
|Class D      |  |      | 3.21 | (3)  |   | 8,677 
|Class G      |  |      | 2.34 |      |   | 9,492 
|Class H      |  |      | 2.01 | (2)  |   | 4,011 
|Class K      |  |      |     |      |   |      
|Class L      |  |      | 1.81 | (2)  |   | 4,532 
|Class M      |  |      | 2.42 | (6)  |   | 2,903 
|Class N      |  |      | 2.25 |      |   | 9,000 
|Class O      |  |      | 4.73 |      |   | 9,000 
|Class P      |  |      | 2.25 |      |   | 8,996 
|Class Q      |  |      | 2.53 |      |   | 6,389 
|Class R      |  |      | 2.50 |      |   | 17,350
|Class S      |  |      | 0.23 | (4)  |   | 908   
|Class T      |  |      | 0.42 | (5)  |   | 2,501 
|Class One    |  |      | 8.00 |      |   | 720   
|Class Two    |  |      | 1.94 |      |   | 115   
|Class Three  |  |      | 2.41 |      |   | 3,626 
|Class Four   |  |      | 2.00 |      |   | 1,514 
|Class Five   |  |      | 3.06 |      |   | 207   
|Class Six    |  |      | 2.13 |      |   | 1,718 
|Class Seven  |  |      | 2.38 |      |   | 71    
|Class Eight  |  |      | 3.06 |      |   | 19    
|Class Nine   |  |      | 1.70 | (11) |   | 1,835 
|Class Ten    |  |      |     |      |   |      
|Class Eleven |  |      | 0.67 | (12) |   | 749   
|             |  |      |      |      |   |       
|Total        |  |      |      |      | $ | 98,173
|             |  |      |      |      |   |       

---

F-31

---

Common OP Units

Common OP Units are redeemable by common OP Unitholders (other than the General Partner and Special Limited Partner) at their option, subject to certain
restrictions, on the basis of one common OP Unit for either one share of Aimco Class A Common Stock or cash equal to the fair value of a share of Aimco Class A Common Stock at the time
of redemption. We have the option to deliver shares of Aimco Class A Common Stock in exchange for all or any portion of the cash requested. When a Limited Partner redeems a common OP Unit for
Aimco Class A Common Stock, Limited Partners' Capital is reduced and Special Limited Partners' capital is increased. Common OP Units held by Aimco are not redeemable.

We
completed tender offers for limited partnership interests and acquisitions of individual properties resulting in the issuance of approximately 23,000 and 331,000 common OP Units in
2003 and 2002, respectively. In addition, on December 24, 2003, we issued 88,792 common OP Units, valued at $3.5 million, in connection with the Miami Property Acquisition.

During
the years ended December 31, 2003 and 2002, approximately 35,000 and no common OP Units, respectively, were redeemed in exchange for cash and approximately 338,000 and
1,100,000 common OP Units, respectively, were redeemed in exchange for shares of Aimco Class A Common Stock.

During
2003 and 2002, Aimco issued approximately 50,000 shares and 188,000 shares, respectively, of Aimco Class A Common Stock to certain of its officers at market prices. In
exchange for the shares purchased, the officers (or entities controlled by them) executed notes payable to Aimco totaling $1.6 million and $7.8 million, respectively. These notes, which
are 25% recourse to the holder, have a 10-year maturity and bear interest at rates ranging from a floating rate based on the one-month LIBOR plus 3.85% to a fixed rate of 7.25%
annually. The notes were contributed by Aimco to us in exchange for approximately 50,000 and 188,000 common OP Units, respectively. Total payments on such notes from officers in 2003 and 2002 were
$10.5 million and $5.3 million, respectively.

In
addition, in 2003 and 2002, we issued approximately 215,000 and 80,000 common OP Units to Aimco and Aimco issued approximately 215,000 and 80,000 restricted shares of Aimco
Class A Common Stock, respectively, to certain officers and employees. The restricted stock was issued at the fair market value of Aimco Class A Common Stock on the date of issuance.
These shares of restricted Aimco Class A Common Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and are subject to a risk of forfeiture prior to the
expiration of the applicable vesting period (typically 3 to 5 years).

During
the year ended December 31, 2003, Aimco accepted approximately 532,000 shares of Aimco Class A Common Stock (and we accepted approximately 532,000 common OP Units
from Aimco) as payment in full of an obligation pursuant to the terms of the settlement agreement associated with the REAL Litigation (as described in Note 9).

High Performance Partnership Units

In January 1998, Aimco shareholders approved the sale by the Partnership of an aggregate of 15,000 Class I High Perfomance Partnership Units to a
joint venture comprised of fourteen members of Aimco's senior management and to three of Aimco's independent directors for $2.1 million in cash. The value of these units was determined on
December 31, 2000 and the 15,000 units were adjusted to 2,379,084 units in January 2001. The holders of these units receive distributions and allocations of income and loss from us in
the same amounts and at the same times as would holders of the same number of common OP Units.

On
April 26, 2002, Aimco stockholders approved the sale by the Partnership of up to 5,000 of its Class V High Performance Partnership Units, which we refer to as the
Class V Units, to a limited liability company owned by a limited number of Aimco employees for an aggregate offering price of up to $1.1 million. An aggregate of 4,398 Class V
Units were sold, for an aggregate offering price of $938,000 before issuance costs. The Class V Units have identical characteristics to the Class IV High Performance Partnership Units
sold in 2001, except for the dilutive impact limit, which was reduced from 1.5% to 1.0%, and a different three-year measurement period. The valuation period of the Class V Units
began on January 1, 2002 and will end on December 31, 2004.

On
April 25, 2003, Aimco shareholders approved the sale by the Partnership of up to 5,000 of its Class VI High Performance Partnership Units, which we refer to as the
Class VI Units, to a limited liability company owned by a limited

F-32

---

number
of employees for an aggregate offering price of up to $985,000. The sale of all 5,000 Class VI Units for the aggregate offering price of $985,000, before issuance costs, took place on
May 9, 2003. The Class VI Units have identical characteristics to the Class V Units, except for a different three-year measurement period. The valuation period of the
Class VI Units began on January 1, 2003 and will end on December 31, 2005.

At
December 31, 2003, we did not meet the required measurement benchmarks for the Class V Units or Class VI Units and therefore, we have not recorded any value to
such High Performance Units in the consolidated financial statements as of December 31, 2003 and such High Performance Units have no dilutive effect.

Investment in Aimco

In 1998, Aimco issued 1.0 million shares of Class J Cumulative Convertible Preferred Stock, which we refer to as Class J Preferred Stock, for
proceeds of $100.0 million. The proceeds were contributed by Aimco to us in exchange for 1.0 million Class J Partnership Preferred Units, which we refer to as Class J
Preferred Units. Concurrently, we issued 250,000 Class J Preferred Units valued at $25.0 million to Aimco, in exchange for 250,000 shares of Class J Preferred Stock. In
June 2000, we converted 250,000 shares of Aimco Class J Preferred Stock, with a liquidation value of $25 million, into 625,000 shares
of Aimco Class A Common Stock. In connection with this conversion, 41,991 shares of Aimco Class A Common Stock, valued at $1.5 million, were exchanged by us for common OP Units
held by a limited partner. In 2001, 198,269 shares of Aimco Class A Common Stock, valued at $7.1 million, were exchanged by us for common OP Units held by a limited partner. The
investment in Aimco's Class A Common Stock is presented in the accompanying financial statements as a reduction to partners' capital.

NOTE 14Stock Option Plans and Stock Warrants

Aimco, from time to time, issues stock options. Upon exercise of the stock options, Aimco must contribute to us the proceeds received in exchange for the same
number of common OP Units as shares of Aimco Class A Common Stock issued in connection with the exercised stock options. Therefore, the following disclosures are made pertaining to Aimco's
stock options.

Aimco's
board of directors adopted the 1994 Stock Option Plan of Apartment Investment and Management Company, or the 1994 Plan, the Apartment Investment and Management Company 1996 Stock
Award and Incentive Plan, or the 1996 Plan, the Apartment Investment and Management Company 1997 Stock Award and Incentive Plan, or the 1997 Plan, and the Apartment Investment and Management Company
Non-Qualified Employee Stock Option Plan, or the Non-Qualified Plan, to attract and retain officers, key employees and independent directors. The 1994 Plan provides for the
granting of a maximum of 150,000 options to purchase Aimco Class A Common Stock. The 1996 Plan provides for the granting of a maximum of 500,000 options to purchase Aimco Class A Common
Stock. The 1997 Plan provides for the granting of a maximum of 20,000,000 options to purchase Aimco Class A Common Stock. The Non-Qualified Plan provides for the granting of a
maximum of 500,000 options to purchase Aimco Class A Common Stock. The 1994 Plan, the 1996 Plan and the 1997 Plan allow for the grant of incentive and non-qualified stock options,
and together with the Non-Qualified Plan, which provides for the grant of non-qualified options only, are administered by the Compensation and Human Resources Committee of
Aimco's board of directors. The 1994 Plan also provides for a formula grant of the non-qualified stock options to the independent directors to be administered by Aimco's board of directors
to the extent necessary. In the case of incentive stock options, the exercise price of the options granted may not be less than the fair market value of the common stock at the date of grant. The term
of the incentive and non-qualified options is ten years from the date of grant. The options typically vest over a period of one to five-years from the date of grant. Terms may
be modified at the discretion of the Compensation and Human Resources Committee of Aimco's board of directors.

The
1997 Plan also authorizes grants of restricted stock awards as part of our equity compensation plan. For the years ended December 31, 2003, 2002 and 2001, Aimco granted
restricted stock awards of approximately 215,000, 80,000 and 172,000 shares, respectively, with weighted average fair values per share of $38.09, $43.65, and $47.82, respectively. These awards are
amortized to compensation expense over the applicable vesting period (typically 3 to 5 years). Dividends paid on restricted stock awards (whether vested or unvested) are charged to partners'
capital. We evaluate quarterly the previously paid dividends on restricted stock awards that are forfeited to determine if a reclassification between partners' capital and compensation expense should
be recorded. Dividends paid on restricted stock awards that were forfeited were immaterial for the years ended December 31, 2003, 2002 and 2001.

F-33

---

Effective January 1, 2003, Aimco adopted the accounting provisions of SFAS 123, as amended by SFAS 148, and applied the prospective method set forth in
SFAS 148 with respect to the transition. Under this method, Aimco now applies the fair value recognition provisions of SFAS 123 to all employee awards granted, modified, or settled on or
after January 1, 2003, which has resulted in compensation expense being recorded based on the fair value of the stock options. Prior to January 1, 2003, Aimco followed APB 25 and
related interpretations in accounting. Under APB 25, because the exercise price of Aimco's employee stock options and warrants equaled the market price of the underlying stock on the date of
grant, no compensation expense was recognized.

For
purposes of the pro forma disclosures below, the estimated fair values for all awards made prior to January 1, 2003 are amortized over the respective vesting period for each
such option and are shown as expense as if SFAS 123 had been applied to all such awards. Pro forma information regarding net income and earnings per unit is required by SFAS 123, which
also requires that the information be determined as if Aimco had accounted for its employee stock options and warrants granted subsequent to December 31, 1994 under the fair value method. The
fair value for these options and warrants was estimated at the date of grant using a Black-Scholes valuation model with the following assumptions:

2003

2002

2001Risk free interest rate

3.5%

4.2%

4.4%Expected dividend yield

9.0%

7.5%

6.9%Volatility factor of the expected market price of Aimco Class A Common Stock

0.195

0.210

0.193Weighted average expected life of options

5.0 years

4.5 years

4.5 years


The
Black-Scholes valuation model was developed for use in estimating the fair value of traded options and for warrants that have no vesting restrictions and are fully
transferable. In addition, the valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Aimco's stock options and warrants have
characteristics significantly different from those of traded options and warrants; therefore, changes in the subjective input assumptions can materially affect the fair value estimate.

The
following table illustrates the effect on net income and earnings per unit if the fair value based method had been applied to all outstanding and unvested awards in each period
presented. Our pro forma information for the years ended December 31, 2003, 2002 and 2001 is as follows (in thousands, except per unit data):

2003

2002

2001Net income attributable to common unitholders, as reported

$
74,242

$
98,556

$
20,930Add: Stock-based employee compensation expense included in reported net income:Restricted stock awards


4,088


4,233


2,767Stock options


892





Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards:Restricted stock awards


(4,088
)

(4,233
)

(2,767
)Stock options


(8,084
)

(8,721
)

(3,725
)Pro forma net income attributable to common unitholders

$
67,050

$
89,835

$
17,205Basic earnings per common unit:Reported

$
0.71

$
1.00

$
0.25Pro forma

$
0.64

$
0.92

$
0.21Diluted earnings per common unit:Reported

$
0.71

$
0.99

$
0.25Pro forma

$
0.64

$
0.91

$
0.20


The
effects of applying SFAS 123 in calculating pro forma income attributable to common unitholders and pro forma basic and diluted earnings per unit may not
necessarily be indicative of the effects of applying SFAS 123 to future years' earnings.

F-34

---

The
following table summarizes the option and warrant activity for the years ended December 31, 2003, 2002 and 2001:

|                                                               |  | 2003       |   | 2002 |       | 2001
|-------------------------------------------------------------- |  | ---------- | - | ---- | ----- | ----
|
|Outstanding at beginning of year                               |  | 9,269,000  |   | $    | 40.13 |     
|Granted                                                        |  | 1,757,000  |   |      | 36.37 |     
|Exercised                                                      |  | (72,000    | ) |      | 37.46 |     
|Forfeited                                                      |  | (347,000   | ) |      | 37.67 |     
|                                                               |  |            |   |      |       |     
|Outstanding at end of year                                     |  | 10,607,000 |   | $    | 39.59 |     
|Exercisable at end of year                                     |  | 5,844,000  |   | $    | 38.46 |     
|Weighted-average fair value of options granted during the year |  |            |   | $    | 2.26  |     

As
of December 31, 2003, outstanding and exercisable options and warrants have the following ranges of exercise prices and remaining weighted-average contractual
lives:

|             |                                 | Range of Exercise Price
|------------ | ------------------------------- | -----------------------
|
|Outstanding: |                                 |                        
|             | Number of options and warrants  |                        
|             | Weighted average exercise price |                        
|             | Weighted average remaining life |                        
|Exercisable: |                                 |                        
|             | Number of options and warrants  |                        
|             | Weighted average exercise price |                        
|             | Weighted average remaining life |                        

On
December 2, 1997, Aimco issued warrants, which we refer to as the Oxford Warrants, exercisable to purchase up to an aggregate of 500,000 shares of Aimco
Class A Common Stock at $41 per share. The Oxford Warrants were issued to affiliates of Oxford Realty Financial Group, Inc., a Maryland corporation, or Oxford, in connection with the
amendment of certain agreements pursuant to which we manage properties formerly controlled by Oxford or its affiliates. The Oxford Warrants were amended in connection with the acquisition of the
Oxford entities in September 2000, are currently exercisable and expire on December 31, 2006.

NOTE 15Discontinued Operations and Assets Held for Sale

In October 2001, FASB issued SFAS 144. SFAS 144 establishes criteria beyond those previously specified in Statement of Financial Accounting
Standard No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, or
SFAS 121, to determine when a long-lived asset is classified as held for sale, and it provides a single accounting model for the disposal of long-lived assets.
SFAS 144 was effective beginning January 1, 2002. Due to the adoption of SFAS 144, we now report as discontinued operations real estate assets held for sale (as defined by
SFAS 144) and real estate assets sold in the current period. We included all results of these discontinued operations, less applicable income taxes, in a separate component of income on the
consolidated statements of income under the heading "discontinued operations." This change resulted in certain reclassifications of 2002 and 2001 financial statement amounts.

At
December 31, 2003, we had ten properties with an aggregate of 2,192 units classified as held for sale. For the years ended December 31, 2003, 2002 and 2001, we included
the results of operations of these properties in discontinued operations. During the year ended December 31, 2003, we sold 72 properties with an aggregate of 18,291 units. For the years ended
December 31, 2003, 2002 and 2001, we also included in discontinued operations the results of operations of these 72 properties before the sale and the related gain/loss on sale. During 2002, we
sold 37 properties with an aggregate of 7,432 units. For the years ended December 31, 2002 and 2001, we also included in discontinued operations the results of operations of these 37 properties
before the sale and the related gain/loss on sale.

F-35

---

The
following is a summary of the components of income from discontinued operations for the years ended December 31, 2003, 2002 and 2001 (dollars in thousands):

2003

2002

2001RENTAL PROPERTY OPERATIONS:Rental and other property revenues

$
86,923

$
165,519

$
163,278Property operating expense


(43,252
)

(72,365
)

(72,390
)Income from property operations


43,671


93,154


90,888Depreciation of rental property


(17,765
)

(33,169
)

(39,191
)Interest expense


(17,752
)

(37,874
)

(37,493
)Interest and other income


105


569


552Minority interest in consolidated real estate partnerships


(323
)

(931
)

533Income from operations


7,936


21,749


15,289Gain (loss) on dispositions of real estate, net of minority partners' interest


101,849


4,374


Impairment losses on real estate assets sold or held for sale


(8,991
)

(2,937
)

Deficit distributions to minority partners


10,718


(1,401
)

(1,342
)Income tax arising from disposals


(12,134
)

(2,507
)

Income from discontinued operations

$
99,378

$
19,278

$
13,947


We
are currently marketing for sale certain real estate properties that are inconsistent with our long-term investment strategy. We expect that all properties
classified as held for sale will sell within one year from the date
classified as held for sale. Assets classified as held for sale of $89.9 million at December 31, 2003 include real estate net book value of $63.0 million and restricted cash and
other assets of $26.9 million. Liabilities related to assets classified as held for sale of $45.5 million at December 31, 2003 include mortgage debt of $40.7 million.
Assets classified as held for sale of $390.0 million at December 31, 2002 include real estate net book value of $308.3 million, represented by 46 properties with 11,014 units that
were classified as assets held for sale during 2002 and 2003. Liabilities related to assets classified as held for sale of $285.9 million at December 31, 2002 include mortgage debt of
$226.9 million. The estimated proceeds, less anticipated costs to sell certain of these assets, were less than the net book value, and therefore we recorded impairments of $9.0 million
and $2.9 million for the years ended December 31, 2003 and 2002, respectively. We are also marketing for sale properties other than those above, both consolidated and unconsolidated that
are not accounted for as assets held for sale because they do not meet the criteria under SFAS 144.

F-36

---

NOTE 16Earnings per Unit

We calculate earnings per unit based on the weighted average number of common OP Units, common OP Unit equivalents and dilutive convertible securities outstanding
during the period. The following table illustrates the calculation of basic and diluted earnings per unit for the years ended December 31, 2003, 2002 and 2001 (in thousands, except per unit
data):

2003

2002

2001Numerator:Income from continuing operations

$
78,490

$
186,924

$
107,117Less: Net income attributable to preferred unitholders


(103,626
)

(107,646
)

(100,134
)Numerator for basic and diluted earnings per unitIncome (loss) from continuing operations

$
(25,136
)
$
79,278

$
6,983Net income

$
177,868

$
206,202

$
121,064Less: Net income attributable to preferred unitholders


(103,626
)

(107,646
)

(100,134
)Numerator for basic and diluted earnings per unitNet income attributable to common unitholders

$
74,242

$
98,556

$
20,930Denominator:Denominator for basic earnings per shareweighted average number of shares of common units outstanding


104,743


98,093


83,770Effect of dilutive securities:Dilutive potential common units


118


1,075


1,190Denominator for diluted earnings per unit


104,861


99,168


84,960Earnings (loss) per common unit:Basic earnings (loss) per common unit:Income (loss) from continuing operations (net of preferred distributions)

$
(0.24
)
$
0.81

$
0.08Income from discontinued operations


0.95


0.19


0.17Net income attributable to common unitholders

$
0.71

$
1.00

$
0.25Diluted earnings (loss) per common unit:Income (loss) from continuing operations (net of preferred distributions)

$
(0.24
)
$
0.80

$
0.08Income from discontinued operations


0.95


0.19


0.17Net income attributable to common unitholders

$
0.71

$
0.99

$
0.25


The
Class N Partnership Preferred Units, the Class O Partnership Preferred Units and the Class P Partnership Preferred Units are convertible into
common OP Units (see Note 13). The Class D Preferred Units, the Class G Partnership Preferred Units, the Class Q Partnership Preferred Units, the Class R Partnership
Preferred Units, the Class S Preferred Units and the Class T Preferred Units are not convertible. All of our convertible preferred OP Units are anti-dilutive on an "as
converted" basis, therefore, we deduct all of the distributions payable on the convertible preferred OP Units to arrive at the numerator and no additional units are included in the denominator. We
have excluded from diluted earnings per unit the common OP Unit equivalents related to approximately 9.0 million and 3.6 million of vested and unvested stock options, units issued for
non-recourse notes receivable, and restricted stock awards for the years ended December 31, 2003 and 2002, respectively, because their effect would be anti-dilutive. For
the year ended December 31, 2001, we did not exclude any material amounts of vested and unvested stock options, non-recourse units or restricted stock awards because their effect
was dilutive. For purposes of calculating diluted earnings per unit in accordance with Statement on Financial Accounting Standard 128,Earnings per Share,we treat the unvested portion of restricted shares as common OP Unit equivalents.

F-37

---

NOTE 17Unaudited Summarized Consolidated Quarterly Information and Significant Adjustments

Summarized unaudited consolidated quarterly information for 2003 and 2002 is provided below (amounts in thousands, except per unit amounts).

|                                                                          |                                               | Quarter (1) |         
|------------------------------------------------------------------------- | --------------------------------------------- | ----------- | --------
|
|
|Rental and other property revenues                                        |                                               | $           | 353,638 
|Property operating expenses                                               |                                               |             | (156,887
|Management fees and other income primarily from affiliates                |                                               |             | 15,638  
|Management and other expenses                                             |                                               |             | (6,884  
|Income from continuing operations                                         |                                               |             | 26,045  
|Income (loss) from discontinued operations                                |                                               |             | (914    
|Net income                                                                |                                               |             | 25,131  
|Earnings (loss) per common unitbasic:                                    |                                               |             |         
|Income (loss) from continuing operations (net of preferred distributions) |                                               | $           | 0.01    
|                                                                          | Net income attributable to common unitholders |             | $       
|Earnings (loss) per common unitdiluted:                                  |                                               |             |         
|Income (loss) from continuing operations (net of preferred distributions) |                                               | $           | 0.01    
|                                                                          | Net income attributable to common unitholders |             | $       
|Weighted average common units outstanding                                 |                                               |             | 104,715 
|Weighted average common units and common unit equivalents outstanding     |                                               |             | 104,715 

|                                                                          |                                                      | Quarter (1) |         
|------------------------------------------------------------------------- | ---------------------------------------------------- | ----------- | --------
|
|
|Rental and other property revenues                                        |                                                      | $           | 291,037 
|Property operating expenses                                               |                                                      |             | (109,643
|Management fees and other income primarily from affiliates                |                                                      |             | 21,632  
|Management and other expenses                                             |                                                      |             | (13,813 
|Income from continuing operations                                         |                                                      |             | 64,813  
|Income (loss) from discontinued operations                                |                                                      |             | 14,111  
|Net income                                                                |                                                      |             | 78,924  
|Earnings (loss) per common unitbasic:                                    |                                                      |             |         
|Income (loss) from continuing operations (net of preferred distributions) |                                                      | $           | 0.42    
|                                                                          | Net income (loss) attributable to common unitholders |             | $       
|Earnings (loss) per common unitdiluted:                                  |                                                      |             |         
|Income (loss) from continuing operations (net of preferred distributions) |                                                      | $           | 0.41    
|                                                                          | Net income (loss) attributable to common unitholders |             | $       
|Weighted average common units outstanding                                 |                                                      |             | 86,856  
|Weighted average common units and common unit equivalents outstanding     |                                                      |             | 88,251  

---

During
the quarter ended March 31, 2003, we reversed a valuation reserve against certain deferred tax assets related to future deductions and tax loss
carryforwards of NHP Management Company that increased our net income by approximately $8.0 million and our basic and diluted earnings per unit by $0.08 for the year ended December 31,
2003. See Note 10 for further details.

F-38

---

During
the quarter ended December 31, 2002, we recorded in gain (loss) on dispositions of real estate a loss of $38.0 million. This $38.0 million loss resulted
primarily from a change in estimate due to better insight into information related to the finalization of the recording of purchase price accounting to appropriate entities acquired in past
acquisitions and the related historical estimation process in determining the carrying value of assets sold. The recognition of this amount in that period is considered to be a change in estimate
associated with the historical estimated gain or loss on the sale of these properties. In the prior quarters, we recognized a gain of approximately $10.0 million related to this same change in
estimate, resulting in a total change in estimate for the year ended December 31, 2002 of $28.0 million. The recognition of this change in estimate resulted in a decrease in basic
earnings per unit of $0.29 and diluted earnings per unit of $0.28 for the year ended December 31, 2002.

NOTE 18Business Segments

We have two reportable segments: real estate (owning and operating apartments) and investment management business (providing property management and other services
relating to the apartment business to third parties and affiliates). We own and operate properties throughout the United States and Puerto Rico that generate rental and other property related income
through the leasing of apartment units to a diverse base of residents. We separately evaluate the performance of each of our properties. However, because each of our properties has similar economic
characteristics, the properties have been aggregated into a single apartment communities, or real estate, segment. We consider disclosure of different components of the multifamily housing business to
be useful.

All
real estate revenues are from external customers and no revenues are generated from transactions with other segments. A significant portion of the revenues earned in the investment
management business are from transactions with affiliates in the real estate segment. No single resident or related group of residents contributed 10% or more of total revenues during the years ended
December 31, 2003, 2002 or 2001.

Statement
of Financial Accounting Standard No. 131,Disclosures about Segments of an Enterprise and Related Information, or
SFAS 131, requires that segment disclosures present the measure(s) used by the chief operating decision maker for purposes of assessing such segments' performance. Our chief operating decision
maker is comprised of several members of our executive management team who use several generally accepted industry financial measures to assess the performance of the business. Specifically, our chief
operating decision makers use free cash flow, funds from operations and adjusted funds from operations to assess the financial performance of our business. See note (3) below for an explanation
of these measures.

Certain
reclassifications have been made to 2002 and 2001 amounts to conform to the 2003 presentation. These reclassifications primarily represent presentation changes related to
discontinued operations resulting from the requirements of SFAS 144 and intercompany eliminations. In addition, on October 1, 2003, the National Association of Real Estate Investment
Trusts, or NAREIT, clarified its definition of funds from operations to include impairment losses, which previously had been added back to calculate funds from operations. Beginning in third quarter
2003, and effective for all prior periods presented, in accordance with this clarification, we no longer add back impairment losses when computing funds from operations. As a result, funds from
operations for the year ended December 31, 2003, includes an adjustment of $13.1 million to reflect this change. Funds from operations for the year ended December 31, 2002
includes an adjustment of $8.5 million to reflect this change. Finally, as a result of the SEC's interpretation of Topic D-42, beginning in third quarter 2003 and effective
for all prior periods, we included in funds from operations redemption related preferred OP Unit issuance costs. Therefore, funds from operations for the year ended December 31, 2003 include
issuance costs of approximately $7.6 million to reflect this change.

The
following tables present the contribution (separated between consolidated and unconsolidated activity) to our free cash flow for the years ended December 31, 2003, 2002 and
2001, from these segments, and a reconciliation of free cash flow, funds from operations, and adjusted funds from operations, to net income (in thousands, except ownership equivalent units and monthly
rents):

F-39

---



FREE CASH FLOW FROM BUSINESS SEGMENTS        For the Years Ended December 31, 2003, 2002 and 2001        (in thousands, except unit and monthly rents data)

|                                                                                            |                                                            | 2003                                                                                                                   |                                                                                                                                            
|------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|
|Real Estate                                                                                 |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            | Conventional                                               |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent greater than $1,200 per unit (equivalent units of 9,929, 8,464 and 4,589 for 2003, 2002 and 2001) |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent $1,000 to $1,200 per unit (equivalent units of 9,726, 6,789 and 4,484 for 2003, 2002 and 2001)    |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent $900 to $1,000 per unit (equivalent units of 13,325, 11,272 and 8,440 for 2003, 2002 and 2001)    |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent $800 to $900 per unit (equivalent units of 8,682, 12,217 and 12,368 for 2003, 2002 and 2001)      |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent $700 to $800 per unit (equivalent units of 14,972, 17,412 and 16,954 for 2003, 2002 and 2001)     |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent $600 to $700 per unit (equivalent units of 31,955, 31,849 and 33,194 for 2003, 2002 and 2001)     |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent $500 to $600 per unit (equivalent units of 34,388, 29,518 and 28,554 for 2003, 2002 and 2001)     |                                                                                                                                            
|                                                                                            |                                                            | Average monthly rent less than $500 per unit (equivalent units of 17,084, 13,453 and 12,129 for 2003, 2002 and 2001)   |                                                                                                                                            
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            |                                                                                                                        | Subtotal conventional real estate contribution to Free Cash Flow (equivalent units of 140,061, 130,975 and 120,712 for 2003, 2002 and 2001)
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|Affordable (equivalent units of 21,771, 19,741 and 12,370 for 2003, 2002 and 2001)          |                                                            |                                                                                                                        | 50,914                                                                                                                                     
|University communities (equivalent units of 2,430, 2,589 and 2,841 for 2003, 2002 and 2001) |                                                            |                                                                                                                        | 9,525                                                                                                                                      
|Other real estate                                                                           |                                                            |                                                                                                                        | 3,305                                                                                                                                      
|Minority partners' interest                                                                 |                                                            |                                                                                                                        | (69,406                                                                                                                                    
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            | Total real estate contribution to Free Cash Flow                                                                       |                                                                                                                                            
|Investment Management Business                                                              |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            | Management contracts (property, risk and asset management) |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            |                                                                                                                        | Controlled Properties                                                                                                                      
|                                                                                            |                                                            |                                                                                                                        | Third party with terms in excess of one year                                                                                               
|                                                                                            |                                                            |                                                                                                                        | Third party cancelable in 30 days                                                                                                          
|                                                                                            | Insurance claim losses                                     |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            | Investment management business contribution to Free Cash Flow before activity based fees                               |                                                                                                                                            
|Activity based fees                                                                         |                                                            |                                                                                                                        | 13,484                                                                                                                                     
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            | Total investment management business contribution to Free Cash Flow                                                    |                                                                                                                                            
|Interest and Other Income                                                                   |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            | General partner loan interest                              |                                                                                                                        |                                                                                                                                            
|                                                                                            | Transactional income                                       |                                                                                                                        |                                                                                                                                            
|                                                                                            | Money market and interest bearing accounts                 |                                                                                                                        |                                                                                                                                            
|                                                                                            | Interest from Aimco                                        |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|                                                                                            |                                                            | Total interest and other income contribution to Free Cash Flow                                                         |                                                                                                                                            
|General and administrative expenses                                                         |                                                            |                                                                                                                        | (28,815                                                                                                                                    
|Provision for losses on accounts, fees and notes receivable                                 |                                                            |                                                                                                                        | (2,183                                                                                                                                     
|                                                                                            |                                                            |                                                                                                                        |                                                                                                                                            
|Free Cash Flow (FCF)(3)                                                                     |                                                            | $                                                                                                                      | 665,951                                                                                                                                    

F-40

---

FREE CASH FLOW FROM BUSINESS SEGMENTS        For the Years Ended December 31, 2003, 2002 and 2001        (in thousands, except unit and monthly rents data)

|2002 |         | 2001 |  
|---- | ------- | ---- | -
|
|     |         |      |  
|     |         |      |  
|     |         |      |  
|$    | 84,623  |      | $
|     |         |      |  
|     | 54,125  |      |  
|     |         |      |  
|     | 85,169  |      |  
|     |         |      |  
|     | 77,537  |      |  
|     |         |      |  
|     | 89,646  |      |  
|     |         |      |  
|     | 130,492 |      |  
|     |         |      |  
|     | 89,803  |      |  
|     |         |      |  
|     | 23,853  |      |  
|     |         |      |  
|     |         |      |  
|     |         |      |  
|     | 635,248 |      |  
|     |         |      |  
|     |         |      |  
|     | 46,407  |      |  
|     |         |      |  
|     | 12,277  |      |  
|     | 4,194   |      |  
|     | (76,234 | )    |  
|     |         |      |  
|     | 621,892 | (1)  |  
|     |         |      |  
|     |         |      |  
|     | 26,156  |      |  
|     | 2,364   |      |  
|     | 1,049   |      |  
|     | (7,021  | )    |  
|     |         |      |  
|     |         |      |  
|     | 22,548  |      |  
|     | 8,900   |      |  
|     |         |      |  
|     |         |      |  
|     | 31,448  | (2)  |  
|     |         |      |  
|     | 26,584  |      |  
|     | 44,539  |      |  
|     | 6,159   |      |  
|     | 4,396   |      |  
|     |         |      |  
|     | 81,678  |      |  
|     | (30,544 | )    |  
|     | (9,006  | )    |  
|     |         |      |  
|$    | 695,468 |      | $

F-41

---



FREE CASH FLOW FROM BUSINESS SEGMENTS    For the Years Ended December 31, 2003, 2002 and 2001        (in thousands, except per unit data)

|                                                                                                |                                                                                | 2003                                                                        |         
|----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | --------
|
|Free Cash Flow (FCF)(3)                                                                         |                                                                                | $                                                                           | 665,951 
|Cost of Senior CapitalInterest expense:                                                        |                                                                                |                                                                             |         
|                                                                                                |                                                                                | Secured debtLong-term, fixed rate                                          |         
|                                                                                                |                                                                                | Secured debtLong-term, variable rate                                       |         
|                                                                                                |                                                                                | Secured debtShort-term                                                     |         
|                                                                                                | Lines of credit and other unsecured debt                                       |                                                                             |         
|                                                                                                | Interest expense on mandatorily redeemable preferred securities                |                                                                             |         
|                                                                                                | Interest expense on mandatorily redeemable convertible preferred securities    |                                                                             |         
|                                                                                                | Interest capitalized                                                           |                                                                             |         
|                                                                                                |                                                                                |                                                                             |         
|                                                                                                |                                                                                | Total interest expense before minority partners' interest                   |         
|                                                                                                | Minority partners' interest share of interest expense                          |                                                                             |         
|                                                                                                |                                                                                |                                                                             |         
|                                                                                                |                                                                                | Total interest expense after minority partners' interest                    |         
|Distributions on preferred securities owned by minority interest                                |                                                                                |                                                                             |        
|Distributions on preferred OP units                                                             |                                                                                |                                                                             | (103,626
|                                                                                                |                                                                                |                                                                             |         
|                                                                                                | Total distributions on preferred OP Units and securities                       |                                                                             |         
|Capital Replacements/Enhancements                                                               |                                                                                |                                                                             | 83,054  
|Amortization of intangibles                                                                     |                                                                                |                                                                             | (6,702  
|Gain (loss) on dispositions of real estate                                                      |                                                                                |                                                                             | 3,178   
|Impairment loss on investment in unconsolidated real estate partnerships                        |                                                                                |                                                                             | (4,122  
|Income from discontinued operations                                                             |                                                                                |                                                                             | 99,378  
|Depreciation of rental property, net of minority partners' interest                             |                                                                                |                                                                             | (298,255
|Deficit distributions to minority partners                                                      |                                                                                |                                                                             | (22,672 
|                                                                                                |                                                                                |                                                                             |         
|                                                                                                |                                                                                | Net income (loss) attributable to common unitholders                        |         
|(Gain) loss on dispositions of real estate                                                      |                                                                                |                                                                             | (3,178  
|Discontinued operations:                                                                        |                                                                                |                                                                             |         
|                                                                                                | Loss (gain) on dispositions of real estate, net of minority partners' interest |                                                                             |         
|                                                                                                | Depreciation of rental property, net of minority partners' interest            |                                                                             |         
|                                                                                                | Deficit distributions to minority partners                                     |                                                                             |         
|                                                                                                | Income tax arising from disposals                                              |                                                                             |         
|Gain on disposition of land                                                                     |                                                                                |                                                                             |        
|Depreciation of rental property, net of minority partners' interest                             |                                                                                |                                                                             | 298,255 
|Deficit distributions to minority partners                                                      |                                                                                |                                                                             | 22,672  
|Amortization of intangibles                                                                     |                                                                                |                                                                             | 6,702   
|Deferred income tax benefit                                                                     |                                                                                |                                                                             |        
|                                                                                                |                                                                                |                                                                             |         
|                                                                                                |                                                                                | Funds From Operations attributable to common unitholders(3)                 |         
|Capital Replacements(4)                                                                         |                                                                                |                                                                             | (80,484 
|Capital Enhancements(4)                                                                         |                                                                                |                                                                             | (2,570  
|Impairment loss on investment in unconsolidated real estate partnerships                        |                                                                                |                                                                             | 4,122   
|Impairment loss on real estate assets sold or held for sale, net of minority partners' interest |                                                                                |                                                                             | 8,991   
|Redemption related preferred OP Unit issuance costs                                             |                                                                                |                                                                             | 7,645   
|                                                                                                |                                                                                |                                                                             |         
|                                                                                                |                                                                                | Adjusted Funds From Operations (AFFO) attributable to common unitholders(3) |         
|                                                                                                |                                                                                |                                                                             |         
|
|Net income attributable to common unitholders                                                   |                                                                                |                                                                             |         
|                                                                                                | Basic                                                                          |                                                                             | $       
|                                                                                                | Diluted                                                                        |                                                                             | $       
|FFO attributable to common unitholders                                                          |                                                                                |                                                                             |         
|                                                                                                | Basic                                                                          |                                                                             |         
|                                                                                                | Diluted                                                                        |                                                                             |         
|AFFO attributable to common unitholders                                                         |                                                                                |                                                                             |         
|                                                                                                | Basic                                                                          |                                                                             |         
|                                                                                                | Diluted                                                                        |                                                                             |         

F-42

---

FREE CASH FLOW FROM BUSINESS SEGMENTS        For the Years Ended December 31, 2003, 2002 and 2001        (in thousands, except per unit data)

|2002 |          | 2001 |  
|---- | -------- | ---- | -
|
|$    | 695,468  |      | $
|     |          |     
|     | (284,266 | )    |  
|     | (20,541  | )    |  
|     | (12,683  | )    |  
|     | (22,626  | )    |  
|     |         |      |  
|     | (1,161   | )    |  
|     | 16,806   |      |  
|     |          |      |  
|     | (324,471 | )    |  
|     | 36,700   |      |  
|     |          |      |  
|     | (287,771 | )    |  
|     | (98      | )    |  
|     | (107,646 | )    |  
|     |          |      |  
|     | (107,744 | )    |  
|     | 78,863   |      |  
|     | (4,026   | )    |  
|     | (22,362  | )    |  
|     | (5,540   | )    |  
|     | 19,278   |      |  
|     | (241,325 | )    |  
|     | (26,979  | )    |  
|     |          |      |  
|     | 97,862   |      |  
|     | 22,362   |      |  
|     | (4,374   | )    |  
|     | 29,192   |      |  
|     | 1,401    |      |  
|     | 2,507    |      |  
|     |         |      |  
|     | 241,325  |      |  
|     | 26,979   |      |  
|     | 4,026    |      |  
|     |         |      |  
|     |          |      |  
|     | 421,280  |      |  
|     | (71,714  | )    |  
|     | (7,149   | )    |  
|     | 5,540    |      |  
|     | 2,937    |      |  
|     |         |      |  
|     |          |      |  
|$    | 350,894  |      | $
|     |          |      |  
|
|$    | 98,556   |      |  
|$    | 98,556   |      |  
|     |          |     
|     | 455,523  |      |  
|     | 498,589  |      |  
|     |          |     
|     | 373,146  |      |  
|     | 401,041  |      |  

F-43

---



2003

2002

2001Consolidated real estate contribution to Free Cash Flow

$
650,639

$
621,892

$
562,470Plus: Minority partners' interest


69,406


76,234


82,627Plus: Capital Replacements


80,484


71,714


49,828Plus: Capital Enhancements


2,570


7,149


Plus: Property operating expenses


642,697


515,363


428,400Rental and other property revenues

$
1,445,796

$
1,292,352

$
1,123,325


2003

2002

2001Consolidated investment management business contribution to Free Cash Flow

$
19,913

$
31,448

$
52,273Plus: Management and other expenses


50,574


64,031


97,439Management fees and other income primarily from affiliates

$
70,487

$
95,479

$
149,712


F-44

---





ASSETS (in thousands):

December 31, 2003

December 31, 2002

December 31, 2001Total assets for reportable segments(1)

$
9,723,967

$
10,019,851

$
7,813,607Corporate and other assets


400,650


335,478


386,919Total consolidated assets

$
10,124,617

$
10,355,329

$
8,200,526


---

NOTE 19Transactions with Affiliates

We earn revenue from unconsolidated real estate partnerships in which we are the general partner and have a 21% average ownership interest and earn fees from
consolidated real estate partnerships. These revenues include property management services, partnership and asset management services and transactional services such as syndication and acquisition,
development, refinancing, construction supervisory and disposition. Also, we are reimbursed for our costs in connection with the management of the unconsolidated real estate partnerships. Fees earned
for these services for the years ended December 31, 2003, 2002 and 2001 were $59.0 million, $87.2 million and $128.8 million, respectively. The total accounts receivable
due from affiliates was $56.9 million, net of allowance for doubtful accounts of $3.5 million, at December 31, 2003, and $47.1 million, net of allowance for doubtful
accounts of $4.1 million, at December 31, 2002.

Additionally,
we earn interest income on notes from unconsolidated and consolidated real estate partnerships, in which we are the general partner and hold either par value or discounted
notes. Interest income earned on par value notes from unconsolidated real estate partnerships totaled $14.3 million, $26.6 million, and $26.0 million for the years ended
December 31, 2003, 2002 and 2001, respectively. Accretion income earned on discounted notes from unconsolidated real estate partnerships totaled $2.7 million, $36.8 million, and
$9.9 million for the years ended December 31, 2003, 2002 and 2001, respectively. See Note 5 for additional information on notes receivable from unconsolidated real estate
partnerships.

In
the consolidated balance sheets, we eliminate the accounts receivable and notes receivable from affiliates due from consolidated real estate partnerships. We eliminate in the
consolidated statements of income the income from services and interest income earned on notes from consolidated real estate partnerships. We eliminate in the consolidated statements of income to the
extent of our ownership any intercompany profits on income earned from unconsolidated real estate partnerships.

F-45

---

NOTE 20Employee Benefit Plans

We provide a 401(k) defined-contribution employee savings plan. Employees who have completed six months of service are eligible to participate. We matched 50% to
100% of the participant's contributions to the plan up to a maximum of 6% of the participant's prior year compensation. Our match percentage is based on employee tenure. Our expense incurred totaled
approximately $2.4 million, $2.6 million and $2.8 million in 2003, 2002 and 2001, respectively.

NOTE 21Recent Accounting Developments

FASB Interpretation No. 46

In January 2003, the FASB issued Interpretation No. 46Consolidation of Variable Interest Entities,or
FIN 46. In general, a variable interest entity, or a VIE, is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) has equity investors that
lack essential characteristics of a controlling financial interest or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A VIE
often holds financial and non-financial assets, including loans or receivables, real estate or other property. Prior to the issuance of FIN 46, a company generally included an entity in
its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes the previous consolidation standards by requiring VIEs to be consolidated by a company
if that company is subject to a majority of the risk of loss from the VIE's activities, entitled to receive a majority of the entity's residual returns, or both. An entity is a VIE if any of the
following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other
parties; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the
obligation to absorb the expected losses of the entity if they occur, or (iii) the right to receive the expected residual returns of the entity if they occur; or (c) the voting rights of
some investors are not proportional to their obligations to absorb the expected losses of the entity, to receive the expected residual returns of the entity, or both, and substantially all of the
entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.

FIN
46's consolidation requirements apply immediately to VIEs created or acquired after January 31, 2003. We adopted FIN 46 for entities created or acquired after
January 31, 2003. The FASB issued several staff positions during 2003 and in December 2003 the FASB revised its interpretation to clarify certain items by issuing a revised version of
FIN 46. The effective date of FIN 46 is now March 31, 2004. As a result of the significant revisions included in the FASB's revised December 2003 interpretation, we are currently in the
process of quantifying the impact of FIN 46 on our financial statements.

Statement of Financial Accounting Standard No. 149

In April 2003, the FASB issued Statement of Financial Accounting Standard No. 149,Amendment of Statement 133 on Derivative
Instruments and Hedging Activities, or SFAS 149. SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities under Statement of Financial Accounting Standard No. 133,Accounting for Derivative
Instruments and Hedging Activities, or SFAS 133. SFAS 149 clarifies the definition of a derivative and when special reporting is warranted, in addition to amending
certain other existing pronouncements. SFAS 149 will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant
separate accounting. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, except for provisions that relate to SFAS 133 Implementation Issues, which
should continue to be applied in accordance with their respective effective dates, and for hedging relationships designated after June 30, 2003. In addition, certain provisions relating to
forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to existing contracts as well as new contracts entered into after
June 30, 2003. The adoption of SFAS 149 did not have a material impact on our consolidated financial condition or results of operations taken as a whole.

F-46

---

Statement of Financial Accounting Standard No. 150

In May 2003, the FASB issued SFAS 150, which establishes standards for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. The requirements of SFAS 150 apply to the classification and measurement of freestanding financial instruments, including those that comprise
more than one option or forward contract. SFAS 150 requires that certain financial instruments, such as mandatorily redeemable securities, put options, forward purchase contracts, and
obligations that can be settled with units, be classified as liabilities, where in some cases these have previously been classified as partners' capital or between the liabilities and partners'
capital section of the consolidated balance sheet. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. We adopted SFAS 150 as of July 1, 2003 (see Note 7). In September 2003, financial statement
issuers first became aware that the FASB intended for SFAS 150 to also apply to the non-controlling interests in consolidated finite life partnerships. However, on
October 29, 2003, the FASB indefinitely deferred the provisions of SFAS 150 that were intended to apply to non-controlling interests in consolidated finite life partnerships.
Because during the deferral period the FASB plans to reconsider implementation issues and, perhaps, classification or measurement guidance for non-controlling interests in consolidated
finite life partnerships, we are not able to quantify the full impact to our financial statements of consolidating non-controlling interests in finite life partnerships. The adoption of
SFAS 150 for portions that have not been deferred did not have a material impact on our consolidated financial position or results of operations taken as a whole.

Emerging Issues Task Force Topic D-42

On July 31, 2003, the SEC clarified Emerging Issues Task Force, Topic No. D-42,The Effect on the Calculation of
Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock, or Topic D-42, which provides that any excess of (a) the fair value of the
consideration transferred to the holders of preferred securities redeemed over (b) the carrying amount of the preferred securities should be subtracted from net earnings to determine net
earnings available to common unitholders in the calculation of earnings per unit. The SEC interpreted Topic D-42 to require that the issuance costs of the preferred securities reduce the
carrying amount of the preferred securities, regardless of where in the partners' capital section those costs were initially classified on issuance. We recorded issuance costs as a reduction to
partners' capital on the Consolidated Balance Sheet at the time the related securities were issued and did not consider them as a reduction to the carrying value of the preferred OP Unit at the time
of redemption. Under the clarification, these issuance costs must be treated like a preferred distribution and deducted from net income to arrive at net income attributable to common unitholders. The
July 2003 clarification of Topic D-42 was effective for us for the quarter ending September 30, 2003 and requires the restatement of prior periods when they are presented in
future filings. In the second and third quarters of 2003, we redeemed various classes of preferred OP Units, which redemption related preferred OP Unit issuance costs were deducted in accordance with
Topic D-42 (see Note 13 for impact on earnings per basic and diluted common unit).

NOTE 22Subsequent Events

Distribution Declared

On January 29, 2004, the General Partner declared a quarterly cash distribution of $0.60 per unit for the quarter ended December 31, 2003, paid on
February 27, 2004, to common unitholders of record on February 20, 2004.

Assets Held for Sale

Subsequent to December 31, 2003, we classified as assets held for sale an additional five properties with 1,063 units. We expect these properties to sell
within one year. At December 31, 2003, these assets had a net book value of $30.7 million with related debt of $23.6 million. The estimated proceeds less anticipated costs to sell
these assets, are not expected to be less than the net book value, and therefore no impairment losses are expected.

Acquisition of The Palazzo at Park La Brea

On January 30, 2004, Aimco closed on the purchase of The Palazzo at Park La Brea, a mid-rise apartment community with 521 units, for
approximately $162.9 million, which included $0.5 million in transaction costs. The Palazzo at Park La Brea is the second of three phases to be completed as part of the Park La Brea
development. Aimco paid approximately $69.7 million in

F-47

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cash
and was required to repay existing mortgage indebtedness of approximately $92.7 million. The repayment of existing mortgage indebtedness was primarily funded through a
non-recourse, long-term, variable rate, partially amortizing property note of $88.0 million, with an interest rate of 1.50% over 30-day LIBOR.

In
order to fund the acquisition of The Palazzo at Park La Brea, we loaned $69.7 million to Aimco in exchange for a note receivable. The note bears interest at the rate of 5.25%
per annum, with interest payments due on December 31 of each year with all unpaid principal and interest due on December 31, 2014. Upon completion of the purchase, Aimco contributed the
assets and liabilities of The Palazzo at Park La Brea to us in exchange for 2,787,111 Class Twelve Partnership Preferred Units, or the Class Twelve Preferred Units. The Class Twelve Preferred Units
pay distributions of $1.3125 per unit on December 31 of each year, with the first distribution being prorated from the date of issuance.

Partial Redemption of Class S Partnership Preferred Units

On January 30, 2004, Aimco redeemed 1,015,228 shares of its Class S Preferred Stock at a redemption price of $24.625 per share. On February 2,
2004, Aimco paid all accumulated, accrued and unpaid dividends. Concurrently with this
redemption, we redeemed 1,015,228 Class S Preferred Units. Following this redemption, 2,984,772 Class S Preferred Units were outstanding.

Repurchases of Aimco Class A Common Stock

On February 24, 2004, Aimco completed the purchase of 287,272 shares of Aimco Class A Common Stock from the representatives of the Plaintiffs in the
REAL Litigation. Aimco paid in cash an aggregate of approximately $9.1 million to the representatives of the Plaintiffs for the shares, or $31.60 per share. The Plaintiffs received these shares
from Alan I. Casden on December 30, 2003 pursuant to the previously disclosed Stipulation of Settlement with the Plaintiffs and their counsel relating to the REAL Litigation and the
previously disclosed Settlement Agreement with the prior shareholders of Casden Properties, Inc. NAPICO and Aimco (see Note 9). Concurrently, we purchased 287,272 common OP Units from
Aimco.

In
addition to this privately negotiated purchase, on February 18, 19 and 24, 2004, Aimco purchased on the open market 30,000, 60,000 and 20,000 shares of Aimco Class A
Common Stock, respectively at an average price per share of approximately $32.03, $32.17 and $31.26, respectively. Concurrently, we purchased 30,000, 60,000, and 20,000 common OP Units from Aimco.

F-48

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AIMCO PROPERTIES, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(In Thousands Except Unit Data)

|                           |  |           |  |        |  |                    |  |      |  |     |  | (2)
Initial Cost |        |  |   | December 31, 2003 |  |  
|-------------------------- |  | --------- |  | ------ |  | ------------------ |  | ---- |  | --- |  | ---------------- | ------ |  | - | ----------------- |  | -
|
|100 Forest Place           |  | High Rise |  | Dec-97 |  | Oak Park, IL       |  | 1987 |  | 237 |  | $                | 2,663  |  | $ | 18,805            |  | $
|311 & 313 East 73rd Street |  | Mid-Rise  |  | Mar-03 |  | New York, NY       |  | 1904 |  | 34  |  |                  | 4,675  |  |   | 3,125             |  |  
|6111 At Ridgeway Crossing  |  | Garden    |  | Dec-97 |  | Memphis, TN        |  | 1984 |  | 584 |  |                  | 1,746  |  |   | 10,477            |  |  
|Abington I                 |  | Garden    |  | Jul-02 |  | Indianapolis, IN   |  | 1979 |  | 108 |  |                  | 730    |  |   | 2,120             |  |  
|Abington II                |  | Garden    |  | Oct-02 |  | Indianapolis, IN   |  | 1980 |  | 220 |  |                  | 1,373  |  |   | 4,912             |  |  
|Alliance Towers            |  | High Rise |  | Mar-02 |  | Lombard, IL        |  | 1971 |  | 101 |  |                  | 530    |  |   | 1,932             |  |  
|Anchorage Aartments        |  | Garden    |  | Nov-96 |  | League City, TX    |  | 1985 |  | 264 |  |                  | 1,155  |  |   | 7,163             |  |  
|Anthracite                 |  | High Rise |  | Mar-02 |  | Pittston, PA       |  | 1981 |  | 121 |  |                  | 670    |  |   | 2,521             |  |  
|Apartment, The             |  | Garden    |  | Jul-00 |  | Omaha, NE          |  | 1973 |  | 204 |  |                  | 950    |  |   | 8,790             |  |  
|Apple Creek (TX)           |  | Garden    |  | Jan-00 |  | Temple, TX         |  | 1984 |  | 176 |  |                  | 479    |  |   | 3,748             |  |  
|Arbors                     |  | Garden    |  | May-98 |  | Deland, FL         |  | 1987 |  | 224 |  |                  | 1,507  |  |   | 9,274             |  |  
|Arbors (Grovetree), The    |  | Garden    |  | Oct-97 |  | Tempe, AZ          |  | 1967 |  | 200 |  |                  | 1,092  |  |   | 6,201             |  |  
|Arbours Of Hermitage, The  |  | Garden    |  | Jul-00 |  | Hermitage, TN      |  | 1972 |  | 350 |  |                  | 1,741  |  |   | 14,947            |  |  
|Armitage Commons           |  | Mid Rise  |  | Mar-02 |  | Chicago, IL        |  | 1983 |  | 104 |  |                  | 1,070  |  |   | 4,285             |  |  
|Arrowsmith                 |  | Garden    |  | Mar-02 |  | Corpus Christi, TX |  | 1980 |  | 70  |  |                  | 240    |  |   | 968               |  |  
|Ashford, The               |  | Garden    |  | Dec-95 |  | Atlanta, GA        |  | 1968 |  | 221 |  |                  | 2,771  |  |   | 8,366             |  |  
|Ashland Manor              |  | High Rise |  | Mar-02 |  | East Moline, IL    |  | 1977 |  | 189 |  |                  | 210    |  |   | 881               |  |  
|Aspen Point                |  | Garden    |  | Dec-97 |  | Arvada, CO         |  | 1972 |  | 120 |  |                  | 353    |  |   | 3,815             |  |  
|Aspen Station              |  | Garden    |  | Oct-01 |  | Richmond, VA       |  | 1979 |  | 232 |  |                  | 2,509  |  |   | 7,859             |  |  
|Aspen Stratford B          |  | High Rise |  | Oct-02 |  | Newark, NJ         |  | 1920 |  | 60  |  |                  | 304    |  |   | 1,723             |  |  
|Aspen Stratford C          |  | High Rise |  | Oct-02 |  | Newark, NJ         |  | 1920 |  | 56  |  |                  | 338    |  |   | 1,916             |  |  
|Atriums of Plantation      |  | Mid Rise  |  | Aug-98 |  | Plantation, FL     |  | 1980 |  | 210 |  |                  | 1,807  |  |   | 10,365            |  |  
|Autumn Run (IL)            |  | Garden    |  | Oct-02 |  | Naperville, IL     |  | 1984 |  | 320 |  |                  | 1,857  |  |   | 17,481            |  |  
|Autumn Woods               |  | Garden    |  | Sep-00 |  | Jackson, MI        |  | 1973 |  | 112 |  |                  | 1,078  |  |   | 3,699             |  |  
|Baisley Park Gardens       |  | Mid Rise  |  | Apr-02 |  | Jamaica, NY        |  | 1982 |  | 212 |  |                  | 1,648  |  |   | 12,534            |  |  
|Baldwin Oaks               |  | Mid Rise  |  | Oct-99 |  | Parsippany, NJ     |  | 1980 |  | 251 |  |                  | 644    |  |   | 7,870             |  |  
|Bangor House               |  | High Rise |  | Mar-02 |  | Bangor, ME         |  | 1979 |  | 121 |  |                  | 1,140  |  |   | 4,592             |  |  
|Bank Lofts                 |  | High Rise |  | Apr-01 |  | Denver, CO         |  | 1920 |  | 117 |  |                  | 3,524  |  |   | 9,115             |  |  
|Bannock Arms               |  | Garden    |  | Mar-02 |  | Boise, ID          |  | 1978 |  | 66  |  |                  | 275    |  |   | 1,100             |  |  
|Barcelona                  |  | Garden    |  | Oct-99 |  | Houston, TX        |  | 1963 |  | 127 |  |                  | 892    |  |   | 4,784             |  |  
|Baughman Towers            |  | High Rise |  | Mar-02 |  | Philippi, WV       |  | 1981 |  | 104 |  |                  | 670    |  |   | 2,680             |  |  
|Bay Club Tower I           |  | High Rise |  | Apr-97 |  | Aventura, FL       |  | 1990 |  | 702 |  |                  | 10,487 |  |   | 61,522            |  |  
|Bay Ridge at Nashua        |  | Garden    |  | Jan-03 |  | Nashua, NH         |  | 1984 |  | 412 |  |                  | 3,381  |  |   | 40,093            |  |  
|Bayberry Hill Estates      |  | Garden    |  | Aug-02 |  | Framingham, MA     |  | 1971 |  | 425 |  |                  | 18,915 |  |   | 35,999            |  |  
|Bayhead Village            |  | Garden    |  | Oct-00 |  | Indianapolis, IN   |  | 1978 |  | 202 |  |                  | 1,462  |  |   | 5,134             |  |  
|Baymeadows                 |  | Garden    |  | Oct-99 |  | Jacksonville, FL   |  | 1972 |  | 904 |  |                  | 4,571  |  |   | 35,328            |  |  
|Beacon Hill                |  | High Rise |  | Mar-02 |  | Hillsdale, MI      |  | 1980 |  | 198 |  |                  | 1,380  |  |   | 5,520             |  |  
|Beau Jardin                |  | Garden    |  | Apr-01 |  | West Lafayette, IN |  | 1968 |  | 252 |  |                  | 5,460  |  |   | 5,278             |  |  
|Bedford House              |  | Mid Rise  |  | Mar-02 |  | Falmouth, KY       |  | 1979 |  | 48  |  |                  | 230    |  |   | 917               |  |  
|Beech Lake                 |  | Garden    |  | May-99 |  | Durham, NC         |  | 1986 |  | 345 |  |                  | 2,222  |  |   | 12,625            |  |  
|Beech's Farm               |  | Garden    |  | Oct-00 |  | Columbia, MD       |  | 1983 |  | 135 |  |                  | 3,905  |  |   | 3,434             |  |  
|Bent Oaks                  |  | Garden    |  | May-98 |  | Austin, TX         |  | 1978 |  | 146 |  |                  | 1,096  |  |   | 6,428             |  |  
|Bent Tree (NC)             |  | Garden    |  | Sep-00 |  | Greensboro, NC     |  | 1986 |  | 244 |  |                  | 2,030  |  |   | 7,642             |  |  
|Bent Tree I                |  | Garden    |  | Oct-02 |  | Indianapolis, IN   |  | 1983 |  | 240 |  |                  | 1,582  |  |   | 7,313             |  |  
|Bent Tree IIIVerandas     |  | Garden    |  | Sep-00 |  | Indianapolis, IN   |  | 1985 |  | 96  |  |                  | 1,795  |  |   | 3,375             |  |  
|Berger Apartments          |  | Mid Rise  |  | Mar-02 |  | New Haven, CT      |  | 1981 |  | 145 |  |                  | 1,152  |  |   | 4,611             |  |  
|Berkeley Gardens           |  | High Rise |  | Mar-02 |  | Martinsburg, WV    |  | 1981 |  | 132 |  |                  | 264    |  |   | 1,056             |  |  
|Big Walnut                 |  | Garden    |  | Apr-02 |  | Columbus, OH       |  | 1968 |  | 251 |  |                  | 546    |  |   | 9,795             |  |  
|Biltmore Towers            |  | High Rise |  | Mar-02 |  | Dayton, OH         |  | 1980 |  | 230 |  |                  | 1,822  |  |   | 7,881             |  |  
|Bluffs (IN), The           |  | Garden    |  | Dec-98 |  | Lafayette, IN      |  | 1982 |  | 181 |  |                  | 979    |  |   | 5,547             |  |  
|Boston Lofts               |  | High Rise |  | Apr-01 |  | Denver, CO         |  | 1890 |  | 158 |  |                  | 3,446  |  |   | 20,667            |  |  
|Boulder Creek              |  | Garden    |  | Jul-94 |  | Boulder, CO        |  | 1972 |  | 221 |  |                  | 755    |  |   | 7,724             |  |  
|Boulevard Tower            |  | High Rise |  | Mar-02 |  | Bronx, NY          |  | 1967 |  | 332 |  |                  | 1,992  |  |   | 7,958             |  |  
|Braesview                  |  | Garden    |  | May-98 |  | San Antonio, TX    |  | 1982 |  | 396 |  |                  | 3,135  |  |   | 17,799            |  |  
|Brandywine                 |  | Garden    |  | Jul-94 |  | St. Petersburg, FL |  | 1971 |  | 477 |  |                  | 1,437  |  |   | 12,728            |  |  
|Brant Rock Condominiums    |  | Garden    |  | Oct-97 |  | Houston, TX        |  | 1984 |  | 84  |  |                  | 337    |  |   | 1,964             |  |  
|Breakers, The              |  | Garden    |  | Oct-98 |  | Daytona Beach, FL  |  | 1985 |  | 208 |  |                  | 1,008  |  |   | 5,708             |  |  
|Brentwood Apartments       |  | Garden    |  | Nov-96 |  | Lake Jackson, TX   |  | 1980 |  | 104 |  |                  | 592    |  |   | 2,741             |  |  
|Briar Bay Racquet Club     |  | Mid Rise  |  | Jul-00 |  | Miami, FL          |  | 1974 |  | 194 |  |                  | 1,481  |  |   | 9,773             |  |  
|Briarcliffe                |  | Garden    |  | Oct-00 |  | Lansing, MI        |  | 1974 |  | 308 |  |                  | 3,250  |  |   | 9,874             |  |  
|Briarwest                  |  | Garden    |  | Oct-99 |  | Houston, TX        |  | 1970 |  | 380 |  |                  | 2,853  |  |   | 15,271            |  |  

F-49

---

|                               |  |           |  |        |  |                       |  |           |  |       |  | (2)
Initial Cost |  |        |  | December 31, 2003 |  |       
|------------------------------ |  | --------- |  | ------ |  | --------------------- |  | --------- |  | ----- |  | ---------------- |  | ------ |  | ----------------- |  | ------
|
|Briarwood                      |  | Garden    |  | Oct-99 |  | Houston, TX           |  | 1970      |  | 351   |  | 2,471            |  | 12,914 |  | 1,534             |  | 2,471 
|Bridgewater Apartments, The    |  | Garden    |  | Nov-96 |  | Tomball, TX           |  | 1978      |  | 206   |  | 969              |  | 5,895  |  | 1,503             |  | 969   
|Brighton Crest                 |  | Garden    |  | Jan-00 |  | Marietta, GA          |  | 1987      |  | 320   |  | 2,077            |  | 13,163 |  | 1,233             |  | 2,077 
|Brinton Manor                  |  | Garden    |  | Sep-03 |  | Pittsburgh, PA        |  | 1971      |  | 219   |  | 333              |  | 6,202  |  | 1,177             |  | 333   
|Brinton Towers                 |  | High Rise |  | Sep-03 |  | Pittsburgh, PA        |  | 1973      |  | 190   |  | 280              |  | 4,204  |  | 753               |  | 280   
|Broadcast Center               |  | Garden    |  | Mar-02 |  | Los Angeles, CA       |  | 1990      |  | 280   |  | 27,403           |  | 41,246 |  | 1,128             |  | 27,403
|Broadmoor Ridge                |  | Garden    |  | Dec-97 |  | Colorado Springs, CO  |  | 1974      |  | 200   |  | 460              |  | 2,914  |  | 9,887             |  | 460   
|Broadmoor, The                 |  | Garden    |  | May-98 |  | Austin, TX            |  | 1984      |  | 200   |  | 1,370            |  | 8,658  |  | 703               |  | 1,370 
|Brook Run                      |  | Garden    |  | May-98 |  | Arlington Heights, IL |  | 1985      |  | 182   |  | 2,245            |  | 12,841 |  | 1,008             |  | 2,245 
|Brookdale Lakes                |  | Garden    |  | May-98 |  | Naperville, IL        |  | 1990      |  | 200   |  | 2,709            |  | 15,353 |  | 774               |  | 2,709 
|Brookview                      |  | Garden    |  | Dec-97 |  | Montgomery, AL        |  | 1975      |  | 64    |  | 75               |  | 1,017  |  | 287               |  | 75    
|Brookwood Apartments (IN)      |  | Garden    |  | Apr-01 |  | Indianapolis, IN      |  | 1967      |  | 404   |  | 4,545            |  | 9,141  |  | 1,996             |  | 4,545 
|Buckinghame                    |  | Garden    |  | Mar-02 |  | Los Angeles, CA       |  | 1983      |  | 83    |  | 710              |  | 2,840  |  | 72                |  | 710   
|Burgundy Court                 |  | Garden    |  | Apr-00 |  | Cincinnati, OH        |  | 1969      |  | 234   |  | 1,844            |  | 9,588  |  | 833               |  | 1,844 
|Burke Shire Commons            |  | Garden    |  | Mar-01 |  | Burke, VA             |  | 1986      |  | 360   |  | 4,689            |  | 22,552 |  | 1,237             |  | 4,689 
|Calhoun Beach Club             |  | High Rise |  | Dec-98 |  | Minneapolis, MN       |  | 1928/1998 |  | 332   |  | 11,708           |  | 71,571 |  | 40,767            |  | 11,708
|Cameron Hill I                 |  | Garden    |  | Oct-00 |  | Chattanooga, TN       |  | 1976      |  | 254   |  | 1,707            |  | 6,058  |  | 685               |  | 1,707 
|Cameron Hill II                |  | Garden    |  | Oct-00 |  | Chattanooga, TN       |  | 1978      |  | 108   |  | 707              |  | 2,329  |  | 579               |  | 707   
|Campbell Heights               |  | High Rise |  | Oct-02 |  | Washington, D.C.      |  | 1978      |  | 170   |  | 510              |  | 8,854  |  | 98                |  | 510   
|Canoga Park                    |  | Garden    |  | Mar-02 |  | North Hollywood, CA   |  | 1983      |  | 14    |  | 161              |  | 639    |  | 13                |  | 161   
|Canterbury Green Apartments    |  | Garden    |  | Dec-99 |  | Fort Wayne, IN        |  | 1979      |  | 1,988 |  | 13,659           |  | 72,922 |  | 9,905             |  | 13,659
|Canyon Crest                   |  | Garden    |  | Jan-03 |  | Littleton, CO         |  | 1966      |  | 90    |  | 1,335            |  | 6,075  |  | 135               |  | 1,335 
|Canyon Terrace                 |  | Garden    |  | Mar-02 |  | Saugus, CA            |  | 1984      |  | 130   |  | 7,300            |  | 6,599  |  | 775               |  | 7,300 
|Cape Cod                       |  | Garden    |  | May-98 |  | San Antonio, TX       |  | 1985      |  | 212   |  | 1,307            |  | 7,006  |  | 557               |  | 1,307 
|Captiva Club                   |  | Garden    |  | Dec-96 |  | Tampa, FL             |  | 1973      |  | 357   |  | 1,600            |  | 6,965  |  | 9,929             |  | 1,600 
|Carriage Hill                  |  | Garden    |  | Jul-00 |  | East Lansing, MI      |  | 1972      |  | 143   |  | 772              |  | 8,999  |  | 902               |  | 772   
|Carriage House                 |  | Garden    |  | Oct-99 |  | Gastonia, NC          |  | 1971      |  | 102   |  | 406              |  | 3,433  |  | 453               |  | 406   
|Casa de Las Hermanitas         |  | Garden    |  | Mar-02 |  | Los Angeles, CA       |  | 1982      |  | 88    |  | 1,815            |  | 4,140  |  | 21                |  | 1,815 
|Castle Park                    |  | Mid Rise  |  | Mar-02 |  | St. Louis, MO         |  | 1983      |  | 209   |  | 1,700            |  | 6,802  |  | 224               |  | 1,700 
|Castlewood                     |  | Garden    |  | Mar-02 |  | Davenport, IA         |  | 1980      |  | 96    |  | 585              |  | 2,340  |  | 83                |  | 585   
|Cedar Brooke Apartments        |  | Garden    |  | Apr-00 |  | Independence, MO      |  | 1971      |  | 158   |  | 991              |  | 4,601  |  | 492               |  | 991   
|Cedar Rim                      |  | Garden    |  | Apr-00 |  | New Castle, WA        |  | 1980      |  | 104   |  | 777              |  | 5,516  |  | 609               |  | 777   
|Centennial                     |  | Garden    |  | Mar-02 |  | Fort Wayne, IN        |  | 1983      |  | 88    |  | 550              |  | 2,200  |  | 160               |  | 550   
|Center City                    |  | Mid Rise  |  | Mar-02 |  | Hazelton, PA          |  | 1981      |  | 176   |  | 925              |  | 3,728  |  | 345               |  | 925   
|Center Square                  |  | High Rise |  | Oct-99 |  | Doylestown, PA        |  | 1975      |  | 350   |  | 581              |  | 4,173  |  | 1,797             |  | 581   
|Chambers Ridge                 |  | Garden    |  | Oct-99 |  | Harrisburg, PA        |  | 1973      |  | 324   |  | 1,107            |  | 9,498  |  | 3,786             |  | 1,107 
|Charleston Landing             |  | Garden    |  | Sep-00 |  | Brandon, FL           |  | 1985      |  | 300   |  | 8,369            |  | 9,117  |  | 1,179             |  | 8,369 
|Chatham Harbor                 |  | Garden    |  | Oct-99 |  | Altamonte Springs, FL |  | 1985      |  | 324   |  | 2,288            |  | 13,055 |  | 899               |  | 2,288 
|Chelsea Place                  |  | Garden    |  | Oct-00 |  | Murfreesboro, TN      |  | 1966      |  | 594   |  | 2,577            |  | 13,593 |  | 1,975             |  | 2,577 
|Chelsea Ridge Apartments       |  | Garden    |  | Apr-01 |  | Wappingers Falls, NY  |  | 1966      |  | 835   |  | 10,403           |  | 32,984 |  | 3,172             |  | 10,403
|Cherry Creek Gardens           |  | Garden    |  | Jan-00 |  | Englewood, CO         |  | 1975      |  | 296   |  | 1,905            |  | 18,417 |  | 1,877             |  | 1,905 
|Cherry Ridge Terrace           |  | Garden    |  | Mar-02 |  | Northern Cambria, PA  |  | 1983      |  | 62    |  | 372              |  | 1,538  |  | 56                |  | 372   
|Chesapeake Apartments          |  | Garden    |  | Jan-96 |  | Houston, TX           |  | 1983      |  | 320   |  | 776              |  | 7,294  |  | 1,640             |  | 776   
|Chesapeake Landing I           |  | Garden    |  | Sep-00 |  | Aurora, IL            |  | 1986      |  | 416   |  | 16,202           |  | 16,849 |  | 1,167             |  | 16,202
|Chesapeake Landing II          |  | Garden    |  | Mar-01 |  | Aurora, IL            |  | 1987      |  | 184   |  | 2,041            |  | 7,973  |  | 631               |  | 2,041 
|Chestnut Hill (PA)             |  | Garden    |  | Apr-00 |  | Philadelphia, PA      |  | 1963      |  | 821   |  | 6,457            |  | 49,463 |  | 3,700             |  | 6,457 
|Chestnut Hill (CT)             |  | Garden    |  | Oct-99 |  | Middletown, CT        |  | 1986      |  | 314   |  | 2,997            |  | 20,108 |  | 818               |  | 2,997 
|Chidester Place                |  | High Rise |  | Mar-02 |  | Ypsilanti, MI         |  | 1979      |  | 151   |  | 960              |  | 3,809  |  | 267               |  | 960   
|Chimney Hill                   |  | Garden    |  | Jul-00 |  | Marietta, GA          |  | 1972      |  | 326   |  | 1,904            |  | 14,150 |  | 3,430             |  | 1,904 
|Chimney Top                    |  | Garden    |  | Oct-02 |  | Antioch, TN           |  | 1985      |  | 362   |  | 2,559            |  | 10,924 |  | 260               |  | 2,559 
|Chimneys of Oak Creek I        |  | Garden    |  | Oct-02 |  | Kettering, OH         |  | 1981      |  | 200   |  | 1,519            |  | 5,680  |  | 135               |  | 1,519 
|Citadel                        |  | Garden    |  | Jul-00 |  | El Paso, TX           |  | 1973      |  | 261   |  | 1,037            |  | 8,598  |  | 307               |  | 1,037 
|Citadel Village                |  | Garden    |  | Jul-00 |  | Colorado Springs, CO  |  | 1974      |  | 122   |  | 909              |  | 6,775  |  | 413               |  | 909   
|Citrus Grove                   |  | Garden    |  | Jun-98 |  | Redlands, CA          |  | 1985      |  | 198   |  | 1,118            |  | 6,622  |  | 1,079             |  | 1,118 
|Citrus Sunset                  |  | Garden    |  | Jul-98 |  | Vista, CA             |  | 1985      |  | 97    |  | 663              |  | 3,982  |  | 638               |  | 663   
|City Heights                   |  | High Rise |  | Mar-02 |  | Wilkes-Barre, PA      |  | 1978      |  | 151   |  | 755              |  | 3,040  |  | 91                |  | 755   
|City Line                      |  | Garden    |  | Mar-02 |  | Hampton, VA           |  | 1976      |  | 200   |  | 500              |  | 2,008  |  | 159               |  | 500   
|Coatesville Towers             |  | High Rise |  | Mar-02 |  | Coatesville, PA       |  | 1979      |  | 90    |  | 500              |  | 2,007  |  | 206               |  | 500   
|College Park                   |  | Garden    |  | Dec-97 |  | Carlisle, PA          |  | 1972      |  | 208   |  | 77               |  | 16     |  | 1,172             |  | 77    
|Colonial Crest                 |  | Garden    |  | Dec-99 |  | Bloomington, IN       |  | 1965      |  | 208   |  | 903              |  | 4,582  |  | 2,038             |  | 903   
|Colonnade Gardens (Ferntree)   |  | Garden    |  | Oct-97 |  | Phoenix, AZ           |  | 1973      |  | 196   |  | 766              |  | 4,339  |  | 844               |  | 766   
|Colony at El Conquistador, The |  | Garden    |  | Jun-98 |  | Bradenton, FL         |  | 1986      |  | 166   |  | 1,121            |  | 6,350  |  | 634               |  | 1,121 
|Colony at Kenilworth           |  | Garden    |  | Oct-99 |  | Towson, MD            |  | 1966      |  | 383   |  | 2,318            |  | 19,765 |  | 3,173             |  | 2,318 
|Colony House                   |  | Garden    |  | Oct-99 |  | Murfreesboro, TN      |  | 1973      |  | 194   |  | 571              |  | 5,851  |  | 917               |  | 571   
|Colony of Springdale           |  | Garden    |  | Dec-03 |  | Springdale, OH        |  | 1969      |  | 261   |  | 1,936            |  | 9,901  |  | 1,322             |  | 1,936 
|Columbus Avenue                |  | Mid-Rise  |  | Sep-03 |  | New York, NY          |  | 1880      |  | 70    |  | 20,694           |  | 23,841 |  |                  |  | 20,694
|Cooper's Point                 |  | Garden    |  | Oct-02 |  | North Charleston, SC  |  | 1986      |  | 192   |  | 746              |  | 7,678  |  | 81                |  | 746   
|Cooper's Pond                  |  | Garden    |  | Jan-00 |  | Tampa, FL             |  | 1978      |  | 463   |  | 1,505            |  | 14,842 |  | 1,353             |  | 1,505 
|Copper Chase Apartments        |  | Garden    |  | Dec-96 |  | Katy, TX              |  | 1982      |  | 316   |  | 1,742            |  | 6,987  |  | 2,371             |  | 1,742 
|Copper Mill Apartments         |  | Garden    |  | Oct-02 |  | Richmond, VA          |  | 1987      |  | 192   |  | 1,065            |  | 9,139  |  | 77                |  | 1,065 
|Copperfield Apartments I & II  |  | Garden    |  | Nov-96 |  | Houston, TX           |  | 1983      |  | 196   |  | 918              |  | 7,759  |  | 1,029             |  | 918   
|Coral Garden Apartments        |  | Garden    |  | Jul-94 |  | Las Vegas, NV         |  | 1983      |  | 670   |  | 3,190            |  | 12,572 |  | 5,191             |  | 3,190 

F-50

---

|                                   |  |           |  |        |  |                       |  |      |  |       |  | (2)
Initial Cost |  |         |  | December 31, 2003 |  |       
|---------------------------------- |  | --------- |  | ------ |  | --------------------- |  | ---- |  | ----- |  | ---------------- |  | ------- |  | ----------------- |  | ------
|
|Country Club Villas                |  | Garden    |  | Jul-94 |  | Amarillo, TX          |  | 1984 |  | 282   |  | 1,049            |  | 5,738   |  | 1,831             |  | 1,049 
|Country Club West                  |  | Garden    |  | May-98 |  | Greeley, CO           |  | 1986 |  | 288   |  | 2,848            |  | 16,150  |  | 1,054             |  | 2,848 
|Country Lakes I                    |  | Garden    |  | Apr-01 |  | Naperville, IL        |  | 1982 |  | 240   |  | 8,512            |  | 10,826  |  | 1,225             |  | 8,512 
|Country Lakes II                   |  | Garden    |  | May-97 |  | Naperville, IL        |  | 1986 |  | 400   |  | 5,166            |  | 29,418  |  | 2,057             |  | 5,166 
|Courtney Park                      |  | Garden    |  | May-98 |  | Fort Collins, CO      |  | 1986 |  | 248   |  | 2,727            |  | 15,455  |  | 720               |  | 2,727 
|Coventry Square Apartments         |  | Garden    |  | Nov-96 |  | Houston, TX           |  | 1983 |  | 270   |  | 700              |  | 5,049   |  | 2,450             |  | 700   
|Creekside                          |  | Garden    |  | Jan-00 |  | Denver, CO            |  | 1974 |  | 328   |  | 1,717            |  | 14,171  |  | 351               |  | 1,717 
|Creekside (CA)                     |  | Garden    |  | Mar-02 |  | Simi Valley, CA       |  | 1985 |  | 397   |  | 24,595           |  | 18,982  |  | 1,515             |  | 24,595
|Creekside Gardens                  |  | Garden    |  | Mar-02 |  | Loveland, CO          |  | 1983 |  | 50    |  | 350              |  | 1,400   |  | 55                |  | 350   
|Creekview                          |  | Garden    |  | Mar-02 |  | Stroudsburg, PA       |  | 1982 |  | 80    |  | 400              |  | 1,640   |  | 170               |  | 400   
|Crescent Gardens                   |  | Mid Rise  |  | Mar-02 |  | West Hollywood, CA    |  | 1982 |  | 130   |  | 15,382           |  | 10,286  |  | 618               |  | 15,382
|Crossings Of Bellevue              |  | Garden    |  | May-98 |  | Nashville, TN         |  | 1985 |  | 300   |  | 2,588            |  | 14,822  |  | 1,474             |  | 2,588 
|Crossroads                         |  | Garden    |  | May-98 |  | Phoenix, AZ           |  | 1982 |  | 316   |  | 2,180            |  | 12,404  |  | 1,267             |  | 2,180 
|Crows Nest Condominiums            |  | Garden    |  | Nov-96 |  | League City, TX       |  | 1984 |  | 176   |  | 939              |  | 5,828   |  | 1,063             |  | 939   
|Cypress Landing                    |  | Garden    |  | Dec-96 |  | Savannah, GA          |  | 1984 |  | 200   |  | 1,083            |  | 5,682   |  | 1,545             |  | 1,083 
|Daugette Tower                     |  | High Rise |  | Mar-02 |  | Gadsden, AL           |  | 1979 |  | 101   |  | 540              |  | 2,183   |  | 338               |  | 540   
|Debaliviere Place I                |  | Garden    |  | Oct-99 |  | St. Louis, MO         |  | 1979 |  | 146   |  | 199              |  | 1,986   |  | 423               |  | 199   
|Deer Creek                         |  | Garden    |  | Apr-00 |  | Plainsboro, NJ        |  | 1975 |  | 288   |  | 2,123            |  | 17,069  |  | 1,609             |  | 2,123 
|Deercross                          |  | Garden    |  | Oct-02 |  | Blue Ash, OH          |  | 1985 |  | 336   |  | 4,587            |  | 13,663  |  | 201               |  | 4,587 
|Deercross (IN)                     |  | Garden    |  | Oct-00 |  | Indianapolis, IN      |  | 1979 |  | 372   |  | 3,171            |  | 10,039  |  | 993               |  | 3,171 
|Deerfield Apartments               |  | Garden    |  | Apr-01 |  | Jacksonville, FL      |  | 1989 |  | 256   |  | 3,476            |  | 6,718   |  | 1,059             |  | 3,476 
|Delhaven Manor                     |  | Mid Rise  |  | Mar-02 |  | Jackson, MS           |  | 1983 |  | 104   |  | 575              |  | 2,166   |  | 209               |  | 575   
|Denny Place                        |  | Garden    |  | Mar-02 |  | North Hollywood, CA   |  | 1984 |  | 17    |  | 394              |  | 1,578   |  | 15                |  | 394   
|Doral Oaks                         |  | Garden    |  | Dec-97 |  | Temple Terrace, FL    |  | 1967 |  | 252   |  | 2,095            |  | 3,932   |  | 10,476            |  | 2,095 
|Douglaston Villas and Townhomes    |  | Garden    |  | Aug-99 |  | Altamonte Springs, FL |  | 1979 |  | 234   |  | 1,666            |  | 9,385   |  | 1,566             |  | 1,666 
|Dunes Apartment Homes, The         |  | Garden    |  | Oct-99 |  | Indian Harbor, FL     |  | 1963 |  | 200   |  | 1,084            |  | 6,045   |  | 859               |  | 1,084 
|Dunwoody Park                      |  | Garden    |  | Jul-94 |  | Dunwoody, GA          |  | 1980 |  | 318   |  | 1,838            |  | 10,466  |  | 3,293             |  | 1,838 
|Eagle's Nest                       |  | Garden    |  | May-98 |  | San Antonio, TX       |  | 1973 |  | 226   |  | 1,053            |  | 5,973   |  | 677               |  | 1,053 
|East Central Towers                |  | Mid Rise  |  | Mar-02 |  | Fort Wayne, IN        |  | 1980 |  | 167   |  | 800              |  | 3,200   |  | 76                |  | 800   
|East Farm Village                  |  | High Rise |  | Mar-02 |  | East Haven, CT        |  | 1981 |  | 241   |  | 2,800            |  | 11,206  |  | 428               |  | 2,800 
|Easton Village Condominiums I & II |  | Garden    |  | Nov-96 |  | Houston, TX           |  | 1983 |  | 146   |  | 713              |  | 9,762   |  | 809               |  | 713   
|Echo Valley                        |  | Mid Rise  |  | Mar-02 |  | West Warwick, RI      |  | 1978 |  | 100   |  | 550              |  | 2,319   |  | 629               |  | 550   
|Edgewater                          |  | High Rise |  | Mar-02 |  | Springfield, MA       |  | 1974 |  | 366   |  | 1,500            |  | 5,972   |  | 526               |  | 1,500 
|Elm Creek                          |  | Mid Rise  |  | Dec-97 |  | Elmhurst, IL          |  | 1986 |  | 372   |  | 5,533            |  | 30,821  |  | 2,656             |  | 5,533 
|Essex Park                         |  | Garden    |  | Oct-99 |  | Columbia, SC          |  | 1971 |  | 323   |  | 1,104            |  | 9,833   |  | 1,190             |  | 1,104 
|Ethel Arnold Bradley               |  | Mid Rise  |  | Mar-02 |  | Los Angeles, CA       |  | 1983 |  | 81    |  | 805              |  | 3,220   |  | 94                |  | 805   
|Evanston Place                     |  | High Rise |  | Dec-97 |  | Evanston, IL          |  | 1988 |  | 189   |  | 3,323            |  | 26,054  |  | 1,177             |  | 3,323 
|Fairlane East                      |  | Garden    |  | Jan-01 |  | Dearborn, MI          |  | 1973 |  | 244   |  | 6,726            |  | 13,757  |  | 835               |  | 6,726 
|Fairway                            |  | Garden    |  | Jan-00 |  | Plano, TX             |  | 1978 |  | 256   |  | 3,074            |  | 5,129   |  | 428               |  | 3,074 
|Fairway View I                     |  | Garden    |  | Oct-99 |  | Baton Rouge, LA       |  | 1972 |  | 242   |  | 1,169            |  | 9,537   |  | 527               |  | 1,169 
|Fairway View II                    |  | Garden    |  | Oct-99 |  | Baton Rouge, LA       |  | 1981 |  | 204   |  | 1,287            |  | 9,046   |  | 398               |  | 1,287 
|Fairways                           |  | Garden    |  | Jul-94 |  | Chandler, AZ          |  | 1986 |  | 352   |  | 1,830            |  | 15,732  |  | 4,008             |  | 1,830 
|Falls of Bells Ferry, The          |  | Garden    |  | May-98 |  | Marietta, GA          |  | 1987 |  | 720   |  | 6,568            |  | 37,222  |  | 3,324             |  | 6,568 
|Falls on Bull Creek, The           |  | Garden    |  | May-98 |  | Austin, TX            |  | 1986 |  | 344   |  | 2,645            |  | 15,005  |  | 8,728             |  | 2,645 
|Farmingdale                        |  | Mid Rise  |  | Oct-00 |  | Darien, IL            |  | 1975 |  | 240   |  | 12,068           |  | 15,162  |  | 578               |  | 12,068
|Ferntree                           |  | Garden    |  | Mar-01 |  | Phoenix, AZ           |  | 1970 |  | 219   |  | 2,078            |  | 13,748  |  | 451               |  | 2,078 
|Fieldcrest (FL)                    |  | Garden    |  | Oct-98 |  | Jacksonville, FL      |  | 1982 |  | 240   |  | 1,332            |  | 7,607   |  | 1,069             |  | 1,332 
|Fisherman's Landing                |  | Garden    |  | Sep-98 |  | Temple Terrace, FL    |  | 1986 |  | 256   |  | 1,643            |  | 9,327   |  | 1,646             |  | 1,643 
|Fisherman's Landing                |  | Garden    |  | Dec-97 |  | Bradenton, FL         |  | 1984 |  | 200   |  | 1,277            |  | 7,226   |  | 1,107             |  | 1,277 
|Fisherman's Wharf Apartments       |  | Garden    |  | Nov-96 |  | Clute, TX             |  | 1981 |  | 360   |  | 1,257            |  | 7,572   |  | 2,585             |  | 1,257 
|Flamingo South Beach               |  | High Rise |  | Sep-97 |  | Miami Beach, FL       |  | 1960 |  | 1,688 |  | 16,682           |  | 52,076  |  | 274,700           |  | 16,682
|Foothill Place                     |  | Garden    |  | Jul-00 |  | Salt Lake City, UT    |  | 1973 |  | 450   |  | 3,982            |  | 21,926  |  | 1,538             |  | 3,982 
|Foothills                          |  | Garden    |  | Oct-97 |  | Tucson, AZ            |  | 1982 |  | 270   |  | 1,203            |  | 6,823   |  | 741               |  | 1,203 
|Four Winds                         |  | Garden    |  | Oct-02 |  | Overland Park, KS     |  | 1986 |  | 350   |  | 1,767            |  | 17,092  |  | 211               |  | 1,767 
|Fox Crest                          |  | Garden    |  | Jan-03 |  | Waukegan, IL          |  | 1974 |  | 245   |  | 2,120            |  | 12,224  |  | 62                |  | 2,120 
|Fox Run                            |  | Garden    |  | Jan-00 |  | Plainsboro, NJ        |  | 1973 |  | 776   |  | 7,006            |  | 49,884  |  | 6,407             |  | 7,006 
|Foxchase                           |  | Garden    |  | Dec-97 |  | Alexandria, VA        |  | 1947 |  | 2,113 |  | 16,156           |  | 100,111 |  | 11,874            |  | 16,156
|Foxfire                            |  | Garden    |  | Oct-99 |  | Doraville, GA         |  | 1971 |  | 266   |  | 1,395            |  | 10,422  |  | 1,377             |  | 1,395 
|Foxtree                            |  | Garden    |  | Oct-97 |  | Tempe, AZ             |  | 1976 |  | 487   |  | 2,458            |  | 13,937  |  | 3,226             |  | 2,458 
|Foxwell Memorial                   |  | High Rise |  | Oct-02 |  | Baltimore, MD         |  | 1983 |  | 154   |  | 2,082            |  | 5,290   |  | 297               |  | 2,082 
|Frankford Place                    |  | Garden    |  | Jul-94 |  | Carrollton, TX        |  | 1982 |  | 274   |  | 1,125            |  | 6,083   |  | 2,026             |  | 1,125 
|Franklin Oaks                      |  | Garden    |  | May-98 |  | Franklin, TN          |  | 1987 |  | 468   |  | 3,936            |  | 22,832  |  | 4,264             |  | 3,936 
|Frazier Park                       |  | Garden    |  | Mar-02 |  | Baldwin Park, CA      |  | 1982 |  | 60    |  | 769              |  | 3,232   |  | 43                |  | 769   
|Freedom Place Club                 |  | Garden    |  | Oct-97 |  | Jacksonville, FL      |  | 1988 |  | 352   |  | 2,289            |  | 12,971  |  | 1,709             |  | 2,289 
|Freeland Village                   |  | Garden    |  | Mar-02 |  | Freeland, PA          |  | 1978 |  | 79    |  | 220              |  | 894     |  | 211               |  | 220   
|Friendship Arms                    |  | Mid Rise  |  | Mar-02 |  | Hyattsville, MD       |  | 1979 |  | 151   |  | 970              |  | 3,893   |  | 345               |  | 970   
|Gary Manor                         |  | High Rise |  | Mar-02 |  | Gary, IN              |  | 1980 |  | 198   |  | 1,090            |  | 4,361   |  | 85                |  | 1,090 
|Georgetown                         |  | Garden    |  | Apr-00 |  | South Bend, IN        |  | 1973 |  | 200   |  | 1,023            |  | 8,681   |  | 616               |  | 1,023 
|Georgetown (MA)                    |  | Garden    |  | Aug-02 |  | Framingham, MA        |  | 1964 |  | 207   |  | 12,352           |  | 13,170  |  | 521               |  | 12,352
|Gholson Hotel                      |  | Mid Rise  |  | Mar-02 |  | Ranger, TX            |  | 1984 |  | 50    |  | 325              |  | 1,333   |  | 27                |  | 325   
|Gladys Hampton Houses              |  | High Rise |  | Oct-02 |  | New York, NY          |  | 1980 |  | 205   |  | 1,008            |  | 7,641   |  | 639               |  | 1,008 
|Glen Hollow                        |  | Garden    |  | Dec-99 |  | Charlotte, NC         |  | 1972 |  | 336   |  | 2,157            |  | 10,058  |  | 1,974             |  | 2,157 

F-51

---



|                            |  |           |  |        |  |                     |  |      |  |     |  | (2)
Initial Cost |  |        |  | December 31, 2003 |  |       
|--------------------------- |  | --------- |  | ------ |  | ------------------- |  | ---- |  | --- |  | ---------------- |  | ------ |  | ----------------- |  | ------
|
|Glenbridge Manors           |  | Garden    |  | Sep-03 |  | Cincinnati, OH      |  | 1978 |  | 290 |  | 1,059            |  | 17,578 |  | 11,442            |  | 1,059 
|Glenoaks Townhomes          |  | Garden    |  | Mar-02 |  | Sylmar, CA          |  | 1983 |  | 48  |  | 540              |  | 2,124  |  | 129               |  | 540   
|Governor's Park (CO)        |  | Garden    |  | Jan-00 |  | Ft. Collins, CO     |  | 1982 |  | 188 |  | 1,108            |  | 9,059  |  | 407               |  | 1,108 
|Governor's Park (AR)        |  | Garden    |  | Apr-00 |  | Little Rock, AR     |  | 1985 |  | 154 |  | 739              |  | 5,840  |  | 271               |  | 739   
|Granada                     |  | Mid Rise  |  | Aug-02 |  | Framingham, MA      |  | 1958 |  | 72  |  | 4,582            |  | 4,059  |  | 86                |  | 4,582 
|Grand Pointe                |  | Garden    |  | Dec-99 |  | Columbia, MD        |  | 1974 |  | 325 |  | 2,715            |  | 16,782 |  | 1,402             |  | 2,715 
|Grandview                   |  | Garden    |  | Mar-02 |  | Los Angeles, CA     |  | 1981 |  | 26  |  | 250              |  | 975    |  | 12                |  | 250   
|Greens (AZ)                 |  | Garden    |  | Jul-94 |  | Chandler, AZ        |  | 2000 |  | 324 |  | 2,303            |  | 706    |  | 22,453            |  | 2,303 
|Greenspoint Apartments      |  | Garden    |  | Jan-00 |  | Phoenix, AZ         |  | 1985 |  | 336 |  | 2,051            |  | 14,519 |  | 836               |  | 2,051 
|Greentree                   |  | Garden    |  | Dec-96 |  | Carrollton, TX      |  | 1983 |  | 365 |  | 1,872            |  | 9,834  |  | 3,136             |  | 1,872 
|Hamlin Estates              |  | Garden    |  | Mar-02 |  | North Hollywood, CA |  | 1983 |  | 30  |  | 1,010            |  | 1,690  |  | 29                |  | 1,010 
|Hampton Greens              |  | Garden    |  | Oct-02 |  | Dallas, TX          |  | 1986 |  | 309 |  | 1,803            |  | 10,280 |  | 117               |  | 1,803 
|Hampton Hill Apartments     |  | Garden    |  | Nov-96 |  | Houston, TX         |  | 1984 |  | 332 |  | 1,311            |  | 7,090  |  | 2,401             |  | 1,311 
|Harbor Town at Jacaranda    |  | Garden    |  | Sep-00 |  | Plantation, FL      |  | 1988 |  | 280 |  | 10,023           |  | 10,647 |  | 1,864             |  | 10,023
|Harbour, The                |  | Garden    |  | Mar-01 |  | Melbourne, FL       |  | 1987 |  | 162 |  | 4,768            |  | 3,399  |  | 832               |  | 4,768 
|Harris Park Apartments      |  | Garden    |  | Dec-97 |  | Rochester, NY       |  | 1968 |  | 114 |  | 428              |  | 2,515  |  | 759               |  | 428   
|Hastings Place Apartments   |  | Garden    |  | Nov-96 |  | Houston, TX         |  | 1984 |  | 176 |  | 934              |  | 4,999  |  | 1,704             |  | 934   
|Haverhill Commons           |  | Garden    |  | May-98 |  | W. Palm Beach, FL   |  | 1986 |  | 222 |  | 1,656            |  | 10,228 |  | 1,174             |  | 1,656 
|Heather Ridge (AZ)          |  | Garden    |  | May-98 |  | Phoenix, AZ         |  | 1983 |  | 252 |  | 1,610            |  | 9,133  |  | 867               |  | 1,610 
|Heather Ridge (TX)          |  | Garden    |  | Dec-00 |  | Arlington, TX       |  | 1982 |  | 180 |  | 784              |  | 4,895  |  | 347               |  | 784   
|Hemet Estates               |  | Garden    |  | Mar-02 |  | Hemet, CA           |  | 1983 |  | 80  |  | 700              |  | 2,800  |  | 160               |  | 700   
|Heritage Park at Alta Loma  |  | Garden    |  | Jan-01 |  | Alta Loma, CA       |  | 1986 |  | 232 |  | 1,203            |  | 6,114  |  | 1,240             |  | 1,203 
|Heritage Park Escondido     |  | Garden    |  | Oct-00 |  | Escondido, CA       |  | 1986 |  | 196 |  | 897              |  | 6,813  |  | 217               |  | 897   
|Heritage Park Livermore     |  | Garden    |  | Oct-00 |  | Livermore, CA       |  | 1988 |  | 167 |  | 880              |  | 8,334  |  | 320               |  | 880   
|Heritage Park Montclair     |  | Garden    |  | Mar-01 |  | Montclair, CA       |  | 1985 |  | 144 |  | 692              |  | 4,012  |  | 237               |  | 692   
|Heritage Square             |  | Garden    |  | Mar-02 |  | Texas City, TX      |  | 1983 |  | 50  |  | 668              |  | 857    |  | 72                |  | 668   
|Heritage Village Anaheim    |  | Garden    |  | Oct-00 |  | Anaheim, CA         |  | 1986 |  | 196 |  | 1,699            |  | 7,980  |  | 422               |  | 1,699 
|Hibben Ferry I              |  | Garden    |  | Apr-00 |  | Mt. Pleasant, SC    |  | 1983 |  | 240 |  | 1,465            |  | 8,858  |  | 444               |  | 1,465 
|Hickory Hill                |  | Garden    |  | Oct-02 |  | Frederick, MD       |  | 1981 |  | 162 |  | 876              |  | 5,803  |  | 165               |  | 876   
|Hidden Cove (CA)            |  | Garden    |  | Jul-98 |  | Escondido, CA       |  | 1985 |  | 334 |  | 3,043            |  | 17,607 |  | 3,404             |  | 3,043 
|Hidden Cove (MI)            |  | Garden    |  | Apr-00 |  | Belleville, MI      |  | 1976 |  | 120 |  | 455              |  | 5,279  |  | 402               |  | 455   
|Hidden Harbour              |  | Garden    |  | Oct-02 |  | Melbourne, FL       |  | 1985 |  | 216 |  | 2,585            |  | 7,678  |  | 106               |  | 2,585 
|Hidden Lake                 |  | Garden    |  | May-98 |  | Tampa, FL           |  | 1983 |  | 267 |  | 1,361            |  | 7,807  |  | 886               |  | 1,361 
|Hiddentree                  |  | Garden    |  | Oct-97 |  | East Lansing, MI    |  | 1966 |  | 261 |  | 1,470            |  | 8,332  |  | 1,896             |  | 1,470 
|Highcrest Townhomes         |  | Town Home |  | Jan-03 |  | Woodridge, IL       |  | 1968 |  | 176 |  | 3,308            |  | 13,053 |  | 176               |  | 3,308 
|Highland Park               |  | Garden    |  | Dec-96 |  | Fort Worth, TX      |  | 1985 |  | 500 |  | 6,268            |  | 9,098  |  | 3,667             |  | 6,268 
|Highlawn Place              |  | High Rise |  | Mar-02 |  | Huntington, WV      |  | 1977 |  | 133 |  | 550              |  | 2,200  |  | 114               |  | 550   
|Hillcreste (CA)             |  | Garden    |  | Mar-02 |  | Los Angeles, CA     |  | 1989 |  | 315 |  | 33,477           |  | 47,221 |  | 1,551             |  | 33,477
|Hillmeade                   |  | Garden    |  | Nov-94 |  | Nashville, TN       |  | 1985 |  | 288 |  | 2,872            |  | 16,062 |  | 9,008             |  | 2,872 
|Hills at the Arboretum, The |  | Garden    |  | Oct-97 |  | Austin, TX          |  | 1983 |  | 327 |  | 1,367            |  | 7,756  |  | 11,504            |  | 1,367 
|Hollymead Square            |  | Garden    |  | Mar-00 |  | Charlottesville, VA |  | 1978 |  | 100 |  | 312              |  | 2,537  |  | 354               |  | 312   
|Hopkins Village             |  | Mid-Rise  |  | Sep-03 |  | Baltimore, MD       |  | 1979 |  | 165 |  | 888              |  | 4,193  |  | 396               |  | 888   
|Hudson Gardens              |  | Garden    |  | Mar-02 |  | Pasadena, CA        |  | 1983 |  | 41  |  | 940              |  | 1,547  |  | 41                |  | 940   
|Hunt Club (IN)              |  | Garden    |  | Oct-99 |  | Indianapolis, IN    |  | 1972 |  | 200 |  | 825              |  | 5,622  |  | 697               |  | 825   
|Hunt Club (NC)              |  | Garden    |  | Apr-02 |  | Winston-Salem, NC   |  | 1983 |  | 128 |  | 947              |  | 3,201  |  | 177               |  | 947   
|Hunt Club (MD)              |  | Garden    |  | Sep-00 |  | Gaithersburg, MD    |  | 1986 |  | 336 |  | 17,831           |  | 12,563 |  | 1,300             |  | 17,831
|Hunt Club (PA)              |  | Garden    |  | Sep-00 |  | North Wales, PA     |  | 1986 |  | 320 |  | 16,873           |  | 13,647 |  | 2,307             |  | 16,873
|Hunt Club (SC)              |  | Garden    |  | Sep-03 |  | Spartanburg, SC     |  | 1987 |  | 204 |  | 4,206            |  | 7,460  |  | 280               |  | 4,206 
|Hunt Club (TX)              |  | Garden    |  | Mar-01 |  | Austin, TX          |  | 1987 |  | 384 |  | 10,602           |  | 11,907 |  | 810               |  | 10,602
|Hunt Club I                 |  | Garden    |  | Oct-00 |  | Ypsilanti, MI       |  | 1988 |  | 296 |  | 2,721            |  | 9,385  |  | 909               |  | 2,721 
|Hunt Club II                |  | Garden    |  | Mar-01 |  | Ypsilanti, MI       |  | 1988 |  | 144 |  | 1,684            |  | 6,046  |  | 350               |  | 1,684 
|Hunter's Chase              |  | Garden    |  | Jan-01 |  | Midlothian, VA      |  | 1985 |  | 320 |  | 6,592            |  | 9,228  |  | 804               |  | 6,592 
|Hunter's Creek              |  | Garden    |  | May-99 |  | Cincinnati, OH      |  | 1981 |  | 146 |  | 661              |  | 3,812  |  | 834               |  | 661   
|Hunter's Crossing           |  | Garden    |  | Jul-02 |  | Baltimore, MD       |  | 1979 |  | 168 |  | 736              |  | 6,577  |  | 107               |  | 736   
|Hunter's Crossing (VA)      |  | Garden    |  | Apr-01 |  | Leesburg, VA        |  | 1967 |  | 164 |  | 2,244            |  | 7,758  |  | 607               |  | 2,244 
|Hunters Glen                |  | Garden    |  | Apr-98 |  | Austell, GA         |  | 1983 |  | 72  |  | 301              |  | 1,713  |  | 341               |  | 301   
|Hunters Glen IV             |  | Garden    |  | Oct-99 |  | Plainsboro, NJ      |  | 1976 |  | 264 |  | 2,166            |  | 14,866 |  | 1,839             |  | 2,166 
|Hunters Glen V              |  | Garden    |  | Oct-99 |  | Plainsboro, NJ      |  | 1977 |  | 304 |  | 2,606            |  | 17,819 |  | 2,265             |  | 2,606 
|Hunters Glen VI             |  | Garden    |  | Oct-99 |  | Plainsboro, NJ      |  | 1977 |  | 328 |  | 2,399            |  | 16,221 |  | 2,443             |  | 2,399 
|Huntington Athletic Club    |  | Garden    |  | Oct-99 |  | Morrisville, NC     |  | 1986 |  | 212 |  | 1,640            |  | 11,191 |  | 1,110             |  | 1,640 
|Indian Creek Village        |  | Garden    |  | Oct-99 |  | Overland Park, KS   |  | 1972 |  | 273 |  | 2,327            |  | 11,263 |  | 2,362             |  | 2,327 
|Indian Oaks                 |  | Garden    |  | Mar-02 |  | Simi Valley, CA     |  | 1986 |  | 254 |  | 23,927           |  | 15,896 |  | 778               |  | 23,927
|Island Club                 |  | Garden    |  | Oct-02 |  | Columbus, OH        |  | 1984 |  | 308 |  | 1,982            |  | 11,054 |  | 267               |  | 1,982 
|Island Club (Beville)       |  | Garden    |  | Oct-00 |  | Daytona Beach, FL   |  | 1986 |  | 204 |  | 6,853            |  | 9,300  |  | 1,030             |  | 6,853 
|Island Club (CA)            |  | Garden    |  | Oct-00 |  | Oceanside, CA       |  | 1986 |  | 592 |  | 18,129           |  | 28,321 |  | 4,328             |  | 18,129
|Island Club (MD)            |  | Garden    |  | Mar-01 |  | Columbia, MD        |  | 1986 |  | 176 |  | 2,450            |  | 14,594 |  | 608               |  | 2,450 
|Island Club (Palm Aire)     |  | Garden    |  | Oct-00 |  | Pomano Beach, FL    |  | 1988 |  | 260 |  | 7,762            |  | 7,577  |  | 2,587             |  | 7,762 
|Islandtree                  |  | Garden    |  | Oct-97 |  | Savannah, GA        |  | 1985 |  | 216 |  | 1,267            |  | 7,184  |  | 1,224             |  | 1,267 
|Jefferson Place             |  | Garden    |  | Nov-94 |  | Baton Rouge, LA     |  | 1985 |  | 234 |  | 2,697            |  | 16,348 |  | 853               |  | 2,697 
|Jersey Park                 |  | Garden    |  | Dec-03 |  | Smithfield, VA      |  | 1980 |  | 80  |  | 99               |  | 2,513  |  | 154               |  | 99    
|Kern Villa                  |  | Garden    |  | Mar-02 |  | Los Angeles, CA     |  | 1982 |  | 49  |  | 450              |  | 1,800  |  | 84                |  | 450   
|Key Towers                  |  | High Rise |  | Apr-01 |  | Alexandria, VA      |  | 1964 |  | 140 |  | 1,526            |  | 7,046  |  | 875               |  | 1,526 

F-52

---

|                              |  |           |  |        |  |                      |  |      |  |       |  | (2)
Initial Cost |  |        |  | December 31, 2003 |  |       
|----------------------------- |  | --------- |  | ------ |  | -------------------- |  | ---- |  | ----- |  | ---------------- |  | ------ |  | ----------------- |  | ------
|
|King Towers                   |  | High Rise |  | Mar-02 |  | Cincinnati, OH       |  | 1964 |  | 68    |  | 160              |  | 631    |  | 105               |  | 160   
|King's Crossing               |  | Garden    |  | Jul-02 |  | Columbia, MD         |  | 1983 |  | 168   |  | 4,169            |  | 7,767  |  | 73                |  | 4,169 
|Knolls, The                   |  | Garden    |  | Jul-02 |  | Colorado Springs, CO |  | 1972 |  | 262   |  | 3,177            |  | 15,026 |  | 544               |  | 3,177 
|Knollwood                     |  | Garden    |  | Jul-00 |  | Nashville, TN        |  | 1972 |  | 326   |  | 1,835            |  | 14,537 |  | 1,996             |  | 1,835 
|La Colina                     |  | Garden    |  | Oct-99 |  | Denton, TX           |  | 1984 |  | 264   |  | 1,374            |  | 9,134  |  | 141               |  | 1,374 
|La Jolla                      |  | Garden    |  | May-98 |  | San Antonio, TX      |  | 1975 |  | 300   |  | 2,074            |  | 11,779 |  | 980               |  | 2,074 
|La Jolla de Tucson            |  | Garden    |  | May-98 |  | Tucson, AZ           |  | 1978 |  | 223   |  | 1,342            |  | 7,809  |  | 860               |  | 1,342 
|Lake Castleton                |  | Garden    |  | May-99 |  | Indianapolis, IN     |  | 1997 |  | 1,261 |  | 5,183            |  | 29,569 |  | 6,909             |  | 5,183 
|Lake Forest Apartments        |  | Garden    |  | Jul-00 |  | Omaha, NE            |  | 1971 |  | 312   |  | 1,868            |  | 13,064 |  | 541               |  | 1,868 
|Lake Johnson Mews             |  | Garden    |  | Oct-99 |  | Raleigh, NC          |  | 1972 |  | 201   |  | 1,259            |  | 9,428  |  | 970               |  | 1,259 
|Lake Meadows                  |  | Garden    |  | Jul-02 |  | Garland, TX          |  | 1984 |  | 96    |  | 565              |  | 3,240  |  | 113               |  | 565   
|Lakehaven I                   |  | Garden    |  | Dec-97 |  | Carol Stream, IL     |  | 1984 |  | 144   |  | 1,652            |  | 3,838  |  | 438               |  | 1,652 
|Lakehaven II                  |  | Garden    |  | Dec-97 |  | Carol Stream, IL     |  | 1985 |  | 348   |  | 2,822            |  | 16,101 |  | 1,028             |  | 2,822 
|Lakes at South Coast, The     |  | Mid Rise  |  | Mar-02 |  | Costa Mesa, CA       |  | 1987 |  | 770   |  | 55,378           |  | 66,174 |  | 2,184             |  | 55,378
|Lakes, The                    |  | Garden    |  | Jan-00 |  | Raleigh, NC          |  | 1972 |  | 600   |  | 2,816            |  | 18,433 |  | 2,455             |  | 2,816 
|Lakeside                      |  | Garden    |  | Oct-99 |  | Lisle, IL            |  | 1972 |  | 568   |  | 4,121            |  | 30,067 |  | 1,706             |  | 4,121 
|Lakeside North at Carrollwood |  | Garden    |  | Sep-00 |  | Tampa, FL            |  | 1984 |  | 168   |  | 3,205            |  | 5,376  |  | 599               |  | 3,205 
|Lakeside Place                |  | Garden    |  | Oct-99 |  | Houston, TX          |  | 1976 |  | 734   |  | 4,776            |  | 36,294 |  | 2,813             |  | 4,776 
|Lakewood                      |  | Garden    |  | Jul-02 |  | Tomball, TX          |  | 1979 |  | 256   |  | 794              |  | 8,289  |  | 156               |  | 794   
|Lamplighter Park              |  | Garden    |  | Apr-00 |  | Bellevue, WA         |  | 1967 |  | 174   |  | 1,978            |  | 8,445  |  | 1,887             |  | 1,978 
|Landings                      |  | Garden    |  | Jan-01 |  | Indianapolis, IN     |  | 1973 |  | 150   |  | 633              |  | 3,297  |  | 929               |  | 633   
|Landmark                      |  | Garden    |  | Apr-00 |  | Raleigh, NC          |  | 1970 |  | 292   |  | 1,652            |  | 14,022 |  | 616               |  | 1,652 
|Las Americas Housing          |  | Garden    |  | Apr-02 |  | Ponce, Puerto Rico   |  | 1981 |  | 250   |  | 1,062            |  | 9,023  |  | 139               |  | 1,062 
|Las Brisas (TX)               |  | Garden    |  | Dec-95 |  | San Antonio, TX      |  | 1983 |  | 176   |  | 1,082            |  | 5,214  |  | 1,207             |  | 1,082 
|Lasalle                       |  | Garden    |  | Oct-00 |  | San Francisco, CA    |  | 1976 |  | 145   |  | 1,165            |  | 7,915  |  | 6,855             |  | 1,165 
|Latrobe                       |  | High Rise |  | Jan-03 |  | Washington, DC       |  | 1980 |  | 176   |  | 1,241            |  | 11,578 |  | 2,853             |  | 1,241 
|Lebanon Station               |  | Garden    |  | Oct-99 |  | Columbus, OH         |  | 1974 |  | 387   |  | 1,694            |  | 9,562  |  | 964               |  | 1,694 
|Legend Oaks                   |  | Garden    |  | May-98 |  | Tampa, FL            |  | 1983 |  | 416   |  | 2,304            |  | 13,231 |  | 1,280             |  | 2,304 
|Leona                         |  | Garden    |  | Dec-97 |  | Uvalde, TX           |  | 1973 |  | 40    |  | 34               |  | 148    |  | 306               |  | 34    
|Lexington                     |  | Garden    |  | Jul-94 |  | San Antonio, TX      |  | 1981 |  | 72    |  | 312              |  | 1,686  |  | 590               |  | 312   
|Lexington Green               |  | Garden    |  | Oct-99 |  | Sarasota, FL         |  | 1974 |  | 267   |  | 1,471            |  | 10,125 |  | 1,541             |  | 1,471 
|Lighthouse at Twin Lakes I    |  | Garden    |  | Apr-00 |  | Beltsville, MD       |  | 1969 |  | 480   |  | 2,506            |  | 17,270 |  | 1,626             |  | 2,506 
|Lighthouse at Twin Lakes II   |  | Garden    |  | Apr-00 |  | Beltsville, MD       |  | 1971 |  | 113   |  | 697              |  | 4,851  |  | 358               |  | 697   
|Lighthouse at Twin Lakes III  |  | Garden    |  | Apr-00 |  | Beltsville, MD       |  | 1978 |  | 107   |  | 483              |  | 3,306  |  | 128               |  | 483   
|Lincoln Place Garden A        |  | Garden    |  | Aug-03 |  | Venice, CA           |  | 1951 |  | 143   |  | 8,669            |  | 18,615 |  | 392               |  | 8,669 
|Lincoln Place Garden B        |  | Garden    |  | Aug-03 |  | Venice, CA           |  | 1951 |  | 525   |  | 28,444           |  | 61,140 |  | 1,312             |  | 28,444
|Lincoln Place Garden D        |  | Garden    |  | Aug-03 |  | Venice, CA           |  | 1951 |  | 59    |  | 3,867            |  | 8,567  |  | 101               |  | 3,867 
|Locust House                  |  | High Rise |  | Mar-02 |  | Westminster, MD      |  | 1979 |  | 99    |  | 650              |  | 2,601  |  | 143               |  | 650   
|Lodge, The                    |  | Garden    |  | Jan-00 |  | Denver, CO           |  | 1973 |  | 376   |  | 1,924            |  | 14,695 |  | 1,146             |  | 1,924 
|Loft, The                     |  | Garden    |  | Oct-99 |  | Raleigh, NC          |  | 1974 |  | 184   |  | 1,983            |  | 11,724 |  | 720               |  | 1,983 
|Loring Towers (MN)            |  | High Rise |  | Oct-02 |  | Minneapolis, MN      |  | 1970 |  | 208   |  | 1,297            |  | 7,497  |  | 155               |  | 1,297 
|Loring Towers Apartments      |  | High Rise |  | Sep-03 |  | Salem, MA            |  | 1973 |  | 250   |  | 693              |  | 8,299  |  | 1,561             |  | 693   
|Los Arboles                   |  | Garden    |  | Sep-97 |  | Chandler, AZ         |  | 1985 |  | 232   |  | 1,662            |  | 9,491  |  | 1,651             |  | 1,662 
|Madera Point                  |  | Garden    |  | May-98 |  | Phoenix, AZ          |  | 1986 |  | 256   |  | 2,103            |  | 12,574 |  | 1,111             |  | 2,103 
|Malibu Canyon                 |  | Garden    |  | Mar-02 |  | Calabasas, CA        |  | 1986 |  | 698   |  | 65,562           |  | 53,222 |  | 3,504             |  | 65,562
|Maple Bay                     |  | Garden    |  | Dec-99 |  | Virginia Beach, VA   |  | 1971 |  | 414   |  | 2,600            |  | 16,139 |  | 2,854             |  | 2,600 
|Mariners Cove                 |  | Garden    |  | Mar-02 |  | San Diego, CA        |  | 1984 |  | 500   |  |                 |  | 66,876 |  | 2,486             |  |      
|Mariner's Cove                |  | Garden    |  | Mar-00 |  | Virginia Beach, VA   |  | 1974 |  | 458   |  | 1,517            |  | 8,971  |  | 16,453            |  | 1,517 
|Mayfair Village               |  | Garden    |  | Nov-00 |  | West Lafayette, IN   |  | 1964 |  | 72    |  | 977              |  | 1,280  |  | 300               |  | 977   
|Meadow Creek                  |  | Garden    |  | Jul-94 |  | Boulder, CO          |  | 1972 |  | 332   |  | 1,435            |  | 24,682 |  | 3,037             |  | 1,435 
|Meadows                       |  | Garden    |  | Dec-00 |  | Austin, TX           |  | 1983 |  | 100   |  | 580              |  | 3,664  |  | 273               |  | 580   
|Merrill House                 |  | High Rise |  | Jan-00 |  | Fairfax, VA          |  | 1962 |  | 159   |  | 1,836            |  | 10,821 |  | 1,289             |  | 1,836 
|Mesa Ridge                    |  | Garden    |  | May-98 |  | San Antonio, TX      |  | 1986 |  | 200   |  | 1,210            |  | 6,859  |  | 553               |  | 1,210 
|Mesa Ridge                    |  | Garden    |  | Apr-02 |  | Albuquerque, NM      |  | 1985 |  | 264   |  | 1,248            |  | 7,162  |  | 101               |  | 1,248 
|Michigan Apartments           |  | Garden    |  | Dec-99 |  | Indianapolis, IN     |  | 1965 |  | 253   |  | 516              |  | 3,688  |  | 622               |  | 516   
|Millhopper Village            |  | Garden    |  | Oct-99 |  | Gainesville, FL      |  | 1969 |  | 136   |  | 752              |  | 5,969  |  | 403               |  | 752   
|Misty Woods                   |  | Garden    |  | Jan-00 |  | Charlotte, NC        |  | 1986 |  | 228   |  | 497              |  | 8,808  |  | 503               |  | 497   
|Montblanc Gardens             |  | Town Home |  | Dec-03 |  | Yauco, PR            |  | 1982 |  | 128   |  | 380              |  | 3,794  |  | 503               |  | 380   
|Montecito                     |  | Garden    |  | Jul-94 |  | Austin, TX           |  | 1985 |  | 268   |  | 1,268            |  | 6,891  |  | 3,187             |  | 1,268 
|Mountain Run                  |  | Garden    |  | Dec-97 |  | Arvada, CO           |  | 1974 |  | 96    |  | 685              |  | 2,616  |  | 2,273             |  | 685   
|Mountain View                 |  | Garden    |  | May-98 |  | Colorado Springs, CO |  | 1985 |  | 252   |  | 2,546            |  | 14,838 |  | 832               |  | 2,546 
|Mulberry                      |  | High Rise |  | Mar-02 |  | Scranton, PA         |  | 1981 |  | 206   |  | 1,120            |  | 4,483  |  | 559               |  | 1,120 
|New Baltimore                 |  | Mid Rise  |  | Mar-02 |  | New Baltimore, MI    |  | 1980 |  | 101   |  | 570              |  | 2,281  |  | 168               |  | 570   
|New Haven Plaza               |  | Garden    |  | Mar-02 |  | Far Rockaway, NY     |  | 1979 |  | 344   |  | 2,120            |  | 8,401  |  | 653               |  | 2,120 
|New West 111th St Apartments  |  | High Rise |  | Oct-02 |  | New York, NY         |  | 1929 |  | 74    |  | 531              |  | 3,264  |  | 8                 |  | 531   
|Newberry Park                 |  | Garden    |  | Dec-97 |  | Chicago, IL          |  | 1985 |  | 84    |  | 1,243            |  | 8,388  |  | 172               |  | 1,243 
|Newport                       |  | Garden    |  | Jul-94 |  | Avondale, AZ         |  | 1986 |  | 204   |  | 801              |  | 4,358  |  | 1,499             |  | 801   
|Nob Hill Villa                |  | Garden    |  | Jul-00 |  | Nashville, TN        |  | 1971 |  | 472   |  | 2,032            |  | 15,096 |  | 1,525             |  | 2,032 
|North River Club              |  | Garden    |  | Mar-02 |  | Oceanside, CA        |  | 1983 |  | 56    |  | 510              |  | 2,044  |  | 90                |  | 510   
|North River Place             |  | Garden    |  | Jul-02 |  | Chillicothe, OH      |  | 1980 |  | 120   |  | 630              |  | 4,196  |  | 102               |  | 630   
|North Slope                   |  | Garden    |  | Oct-02 |  | Greenville, SC       |  | 1984 |  | 156   |  | 1,702            |  | 5,202  |  | 181               |  | 1,702 
|Northlake Village             |  | Garden    |  | Oct-00 |  | Lima, OH             |  | 1971 |  | 150   |  | 652              |  | 3,419  |  | 630               |  | 652   

F-53

---

|                              |  |           |  |        |  |                     |  |           |  |     |  | (2)
Initial Cost |  |        |  | December 31, 2003 |  |       
|----------------------------- |  | --------- |  | ------ |  | ------------------- |  | --------- |  | --- |  | ---------------- |  | ------ |  | ----------------- |  | ------
|
|Northpoint                    |  | Garden    |  | Jan-00 |  | Chicago, IL         |  | 1921      |  | 304 |  | 1,923            |  | 14,146 |  | 919               |  | 1,923 
|Northview Harbor              |  | Garden    |  | Dec-99 |  | Grand Rapids, MI    |  | 1982      |  | 360 |  | 2,008            |  | 10,619 |  | 1,078             |  | 2,008 
|Northwinds, The               |  | Garden    |  | Mar-02 |  | Wytheville, VA      |  | 1978      |  | 144 |  | 500              |  | 2,009  |  | 693               |  | 500   
|Northwoods                    |  | Garden    |  | Oct-02 |  | Worthington, OH     |  | 1983      |  | 280 |  | 2,059            |  | 8,203  |  | 379               |  | 2,059 
|Northwoods (CT)               |  | Garden    |  | Mar-01 |  | Middletown, CT      |  | 1987      |  | 336 |  | 16,513           |  | 14,376 |  | 1,145             |  | 16,513
|Oak Falls Condominiums        |  | Garden    |  | Nov-96 |  | Spring, TX          |  | 1983      |  | 144 |  | 1,017            |  | 5,399  |  | 1,319             |  | 1,017 
|Oak Forest                    |  | Garden    |  | Oct-02 |  | Arlington, TX       |  | 1983      |  | 204 |  | 1,051            |  | 5,795  |  | 254               |  | 1,051 
|Oak Park Village I & II       |  | Garden    |  | Oct-00 |  | Lansing, MI         |  | 1973      |  | 618 |  | 10,205           |  | 16,657 |  | 4,259             |  | 10,205
|Oak Run Apartments            |  | Garden    |  | Oct-02 |  | Dallas, TX          |  | 1979      |  | 420 |  | 5,198            |  | 13,929 |  | 180               |  | 5,198 
|Oakbrook (MI)                 |  | Garden    |  | Dec-99 |  | Battle Creek, MI    |  | 1981      |  | 586 |  | 3,158            |  | 16,318 |  | 2,919             |  | 3,158 
|Oaks at Woodridge I           |  | Garden    |  | Oct-02 |  | Fairfield, OH       |  | 1985      |  | 332 |  | 2,977            |  | 11,771 |  | 183               |  | 2,977 
|Oakwood Miami                 |  | High Rise |  | Dec-03 |  | Miami, FL           |  | 1998      |  | 357 |  | 7,618            |  | 49,290 |  |                  |  | 7,618 
|Oakwood Village On Lake Nancy |  | Garden    |  | Oct-99 |  | Winter Park, FL     |  | 1973      |  | 278 |  | 1,207            |  | 11,028 |  | 818               |  | 1,207 
|Ocean Oaks                    |  | Garden    |  | May-98 |  | Port Orange, FL     |  | 1988      |  | 296 |  | 2,132            |  | 12,928 |  | 1,140             |  | 2,132 
|O'Fallon                      |  | Garden    |  | Mar-02 |  | O'Fallon, IL        |  | 1982      |  | 132 |  | 870              |  | 3,463  |  | 186               |  | 870   
|Okemos Station                |  | Garden    |  | Oct-02 |  | Okemos, MI          |  | 1981      |  | 112 |  | 577              |  | 3,637  |  | 127               |  | 577   
|Old Salem                     |  | Garden    |  | Oct-99 |  | Charlottesville, VA |  | 1967      |  | 364 |  | 2,088            |  | 16,782 |  | 2,062             |  | 2,088 
|Olde Towne West II            |  | Garden    |  | Oct-02 |  | Alexandria, VA      |  | 1977      |  | 72  |  | 151              |  | 3,013  |  | 120               |  | 151   
|Olde Towne West III           |  | Garden    |  | Apr-00 |  | Alexandria, VA      |  | 1978      |  | 75  |  | 581              |  | 3,460  |  | 992               |  | 581   
|Olmos Club                    |  | Garden    |  | Oct-97 |  | San Antonio, TX     |  | 1983      |  | 134 |  | 322              |  | 1,828  |  | 367               |  | 322   
|One Lytle Place               |  | High Rise |  | Jan-00 |  | Cincinnati, OH      |  | 1980      |  | 231 |  | 6,900            |  | 17,547 |  | 547               |  | 6,900 
|Orchidtree                    |  | Garden    |  | Oct-97 |  | Scottsdale, AZ      |  | 1971      |  | 278 |  | 2,314            |  | 13,126 |  | 2,350             |  | 2,314 
|Oxford House                  |  | Mid Rise  |  | Mar-02 |  | Decatur, IL         |  | 1979      |  | 156 |  | 1,040            |  | 4,160  |  | 119               |  | 1,040 
|Pacific Coast Villa           |  | Garden    |  | Mar-02 |  | Long Beach, CA      |  | 1979      |  | 50  |  | 400              |  | 1,600  |  | 8                 |  | 400   
|Palencia                      |  | Garden    |  | May-98 |  | Tampa, FL           |  | 1985      |  | 420 |  | 2,804            |  | 16,246 |  | 7,518             |  | 2,804 
|Palm Lake                     |  | Garden    |  | Oct-99 |  | Tampa, FL           |  | 1972      |  | 150 |  | 699              |  | 4,978  |  | 895               |  | 699   
|Palm Springs Senior           |  | Garden    |  | Mar-02 |  | Palm Springs, CA    |  | 1981      |  | 116 |  |                 |  | 7,011  |  | 69                |  |      
|Palmer Square                 |  | Garden    |  | Sep-03 |  | Chicago, IL         |  | 1900      |  | 160 |  | 540              |  | 7,967  |  | 1,444             |  | 540   
|Panorama City I               |  | Garden    |  | Mar-02 |  | North Hollywood, CA |  | 1982      |  | 14  |  | 416              |  | 494    |  | 7                 |  | 416   
|Panorama City II              |  | Garden    |  | Mar-02 |  | North Hollywood, CA |  | 1982      |  | 13  |  | 344              |  | 500    |  | 6                 |  | 344   
|Panorama Park                 |  | Garden    |  | Mar-02 |  | Bakersfield, CA     |  | 1982      |  | 66  |  | 570              |  | 2,284  |  | 151               |  | 570   
|Paradise Palms                |  | Garden    |  | Jul-94 |  | Phoenix, AZ         |  | 1970      |  | 130 |  | 647              |  | 3,526  |  | 1,600             |  | 647   
|Park at Cedar Lawn, The       |  | Garden    |  | Nov-96 |  | Galveston, TX       |  | 1985      |  | 192 |  | 1,025            |  | 6,153  |  | 1,495             |  | 1,025 
|Park at Deerbrook             |  | Garden    |  | Oct-99 |  | Humble, TX          |  | 1984      |  | 100 |  | 171              |  | 491    |  | 214               |  | 171   
|Park Avenue Towers (PA)       |  | Garden    |  | Oct-00 |  | Wilkes-Barre, PA    |  | 1978      |  | 130 |  | 292              |  | 2,543  |  | 396               |  | 292   
|Park Capitol                  |  | Garden    |  | Apr-00 |  | Salt Lake City, UT  |  | 1972      |  | 135 |  | 709              |  | 5,265  |  | 570               |  | 709   
|Park Colony                   |  | Garden    |  | May-98 |  | Norcross, GA        |  | 1984      |  | 352 |  | 3,257            |  | 18,134 |  | 1,804             |  | 3,257 
|Park Place Texas              |  | Garden    |  | Mar-02 |  | Cleveland, TX       |  | 1983      |  | 60  |  | 390              |  | 1,586  |  | 36                |  | 390   
|Park Towne                    |  | High Rise |  | Apr-00 |  | Philadelphia, PA    |  | 1959      |  | 979 |  | 7,644            |  | 48,496 |  | 21,493            |  | 7,644 
|Parker House                  |  | Garden    |  | Apr-01 |  | Hyattsville, MD     |  | 1965      |  | 296 |  | 4,263            |  | 16,878 |  | 751               |  | 4,263 
|Parktown Townhouses           |  | Garden    |  | Oct-99 |  | Deer Park, TX       |  | 1968      |  | 309 |  | 1,716            |  | 12,924 |  | 5,095             |  | 1,716 
|Parkview                      |  | Garden    |  | Mar-02 |  | Sacramento, CA      |  | 1980      |  | 97  |  | 1,060            |  | 4,240  |  | 112               |  | 1,060 
|Parkway (VA)                  |  | Garden    |  | Mar-00 |  | Williamsburg, VA    |  | 1971      |  | 148 |  | 318              |  | 2,443  |  | 668               |  | 318   
|Peachtree Park                |  | Garden    |  | Jan-96 |  | Atlanta, GA         |  | 1962/1995 |  | 295 |  | 4,683            |  | 12,425 |  | 3,551             |  | 4,683 
|Pebble Point                  |  | Garden    |  | Oct-02 |  | Indianapolis, IN    |  | 1980      |  | 220 |  | 1,829            |  | 6,813  |  | 90                |  | 1,829 
|Pennbrook                     |  | Garden    |  | Mar-02 |  | Owosso, MI          |  | 1981      |  | 108 |  | 565              |  | 2,276  |  | 68                |  | 565   
|Peppermill Place Apartments   |  | Garden    |  | Nov-96 |  | Houston, TX         |  | 1983      |  | 224 |  | 844              |  | 5,150  |  | 1,294             |  | 844   
|Peppermill Village            |  | Garden    |  | Oct-02 |  | West Lafayette, IN  |  | 1981      |  | 192 |  | 1,258            |  | 6,317  |  | 598               |  | 1,258 
|Peppertree                    |  | Garden    |  | Mar-02 |  | Cypress, CA         |  | 1971      |  | 136 |  | 7,835            |  | 5,221  |  | 970               |  | 7,835 
|Pickwick Place                |  | Garden    |  | Oct-99 |  | Indianapolis, IN    |  | 1973      |  | 336 |  | 961              |  | 8,882  |  | 2,084             |  | 961   
|Pine Creek                    |  | Garden    |  | Oct-97 |  | Clio, MI            |  | 1978      |  | 233 |  | 872              |  | 5,175  |  | 877               |  | 872   
|Pine Lake Terrace             |  | Garden    |  | Mar-02 |  | Garden Grove, CA    |  | 1971      |  | 111 |  | 3,975            |  | 6,033  |  | 589               |  | 3,975 
|Pine Shadows                  |  | Garden    |  | May-98 |  | Phoenix, AZ         |  | 1983      |  | 272 |  | 2,095            |  | 11,883 |  | 905               |  | 2,095 
|Pinebrook Manor               |  | Garden    |  | Mar-02 |  | Lansing, MI         |  | 1971      |  | 136 |  | 620              |  | 2,480  |  | 461               |  | 620   
|Pines of Roanoke              |  | Garden    |  | Oct-99 |  | Roanoke, VA         |  | 1978      |  | 216 |  | 979              |  | 7,401  |  | 836               |  | 979   
|Pines, The                    |  | Garden    |  | Oct-98 |  | Palm Bay, FL        |  | 1984      |  | 216 |  | 602              |  | 3,402  |  | 830               |  | 602   
|Pinetree                      |  | Garden    |  | Oct-99 |  | Charlotte, NC       |  | 1972      |  | 220 |  | 996              |  | 7,487  |  | 945               |  | 996   
|Pinewood Place                |  | Garden    |  | Mar-02 |  | Toledo, OH          |  | 1979      |  | 100 |  | 420              |  | 1,690  |  | 419               |  | 420   
|Place Du Plantier             |  | Garden    |  | Oct-99 |  | Baton Rouge, LA     |  | 1972      |  | 268 |  | 1,344            |  | 10,564 |  | 663               |  | 1,344 
|Place One                     |  | Garden    |  | Jul-01 |  | Richmond, VA        |  | 1976      |  | 114 |  | 391              |  | 2,721  |  | 471               |  | 391   
|Plantation Creek              |  | Garden    |  | Oct-02 |  | Atlanta, GA         |  | 1976      |  | 484 |  | 3,088            |  | 26,271 |  | 733               |  | 3,088 
|Plantation Crossing           |  | Garden    |  | Jan-00 |  | Marietta, GA        |  | 1979      |  | 180 |  | 1,050            |  | 9,920  |  | 603               |  | 1,050 
|Plantation Gardens            |  | Garden    |  | Oct-99 |  | Plantation, FL      |  | 1971      |  | 372 |  | 3,879            |  | 19,127 |  | 1,858             |  | 3,879 
|Pleasant Ridge                |  | Garden    |  | Nov-94 |  | Little Rock, AR     |  | 1982      |  | 200 |  | 1,661            |  | 9,099  |  | 2,697             |  | 1,661 
|Pleasant Valley Pointe        |  | Garden    |  | Nov-94 |  | Little Rock, AR     |  | 1985      |  | 112 |  | 907              |  | 5,081  |  | 1,419             |  | 907   
|Plum Creek                    |  | Garden    |  | Oct-02 |  | Charlotte, NC       |  | 1984      |  | 276 |  | 3,360            |  | 9,525  |  | 242               |  | 3,360 
|Plummer Village               |  | Mid Rise  |  | Mar-02 |  | North Hills, CA     |  | 1983      |  | 75  |  | 650              |  | 2,641  |  | 38                |  | 650   
|Point West Apartments         |  | Garden    |  | Dec-97 |  | Lenexa, KS          |  | 1985      |  | 172 |  | 905              |  | 5,429  |  | 899               |  | 905   
|Pointe James                  |  | Garden    |  | Oct-99 |  | Charleston, SC      |  | 1977      |  | 128 |  | 466              |  | 3,578  |  | 593               |  | 466   
|Post Ridge                    |  | Garden    |  | Jul-00 |  | Nashville, TN       |  | 1972      |  | 150 |  | 995              |  | 8,028  |  | 560               |  | 995   
|Prairie Hills                 |  | Garden    |  | Jul-94 |  | Albuquerque, NM     |  | 1985      |  | 260 |  | 2,017            |  | 9,214  |  | 2,005             |  | 2,017 
|Preston Creek                 |  | Garden    |  | Oct-99 |  | Dallas, TX          |  | 1979      |  | 228 |  | 1,691            |  | 9,202  |  | 863               |  | 1,691 

F-54

---



|                                    |  |           |  |        |  |                     |  |      |  |       |  | (2)
Initial Cost |  |        |  | December 31, 2003 |  |       
|----------------------------------- |  | --------- |  | ------ |  | ------------------- |  | ---- |  | ----- |  | ---------------- |  | ------ |  | ----------------- |  | ------
|
|Pride Gardens                       |  | Garden    |  | Dec-97 |  | Flora, MS           |  | 1975 |  | 76    |  | 61               |  | 834    |  | 1,142             |  | 61    
|Privado Park                        |  | Garden    |  | May-98 |  | Phoenix, AZ         |  | 1984 |  | 352   |  | 2,563            |  | 15,016 |  | 1,330             |  | 2,563 
|Promontory Point Apartments         |  | Garden    |  | Oct-02 |  | Austin, TX          |  | 1984 |  | 252   |  | 1,525            |  | 11,235 |  | 284               |  | 1,525 
|Prospect Towers                     |  | High Rise |  | Mar-02 |  | Brooklyn, NY        |  | 1967 |  | 154   |  | 4,521            |  | 7,030  |  | 1,459             |  | 4,521 
|Pynchon I                           |  | Garden    |  | Mar-02 |  | Springfield, MA     |  | 1973 |  | 250   |  | 1,820            |  | 7,280  |  | 992               |  | 1,820 
|Quail Hollow                        |  | Garden    |  | Oct-99 |  | West Columbia, SC   |  | 1973 |  | 215   |  | 1,080            |  | 7,798  |  | 1,003             |  | 1,080 
|Quail Ridge                         |  | Garden    |  | May-98 |  | Tucson, AZ          |  | 1974 |  | 253   |  | 1,559            |  | 9,179  |  | 1,011             |  | 1,559 
|Quail Run                           |  | Garden    |  | Oct-99 |  | Columbia, SC        |  | 1970 |  | 332   |  | 1,745            |  | 12,906 |  | 882               |  | 1,745 
|Quail Run                           |  | Garden    |  | Oct-99 |  | Zionsville, IN      |  | 1972 |  | 166   |  | 1,222            |  | 6,789  |  | 619               |  | 1,222 
|Quail Woods                         |  | Garden    |  | Oct-99 |  | Gastonia, NC        |  | 1974 |  | 188   |  | 491              |  | 4,641  |  | 544               |  | 491   
|Ramblewood Apartments (MI)          |  | Garden    |  | Dec-99 |  | Grand Rapids, MI    |  | 1973 |  | 1,698 |  | 9,500            |  | 61,558 |  | 7,314             |  | 9,500 
|Randol Crossing                     |  | Garden    |  | Dec-00 |  | Fort Worth, TX      |  | 1984 |  | 160   |  | 698              |  | 4,685  |  | 198               |  | 698   
|Raven Hill                          |  | Garden    |  | Jan-01 |  | Burnsville, MN      |  | 1971 |  | 304   |  | 4,538            |  | 9,534  |  | 885               |  | 4,538 
|Reddman's Pier                      |  | Garden    |  | Oct-02 |  | Charlotte, NC       |  | 1983 |  | 162   |  | 1,172            |  | 4,758  |  | 146               |  | 1,172 
|Reflections                         |  | Garden    |  | Apr-02 |  | Indianapolis, IN    |  | 1970 |  | 582   |  | 767              |  | 19,414 |  | 10,074            |  | 767   
|Reflections (Casselberry)           |  | Garden    |  | Oct-02 |  | Casselberry, FL     |  | 1984 |  | 336   |  | 3,296            |  | 12,287 |  | 288               |  | 3,296 
|Reflections (Tampa)                 |  | Garden    |  | Sep-00 |  | Tampa, FL           |  | 1988 |  | 348   |  | 8,174            |  | 13,037 |  | 1,310             |  | 8,174 
|Reflections (Virginia Beach)        |  | Garden    |  | Sep-00 |  | Virginia Beach, VA  |  | 1987 |  | 480   |  | 16,306           |  | 13,698 |  | 2,047             |  | 16,306
|Reflections (West Palm Beach)       |  | Garden    |  | Oct-00 |  | West Palm Beach, FL |  | 1986 |  | 300   |  | 5,517            |  | 9,838  |  | 1,140             |  | 5,517 
|Regency Oaks                        |  | Garden    |  | Oct-99 |  | Fern Park, FL       |  | 1965 |  | 343   |  | 1,137            |  | 10,810 |  | 2,701             |  | 1,137 
|Ridgecrest                          |  | Garden    |  | Dec-96 |  | Denton, TX          |  | 1983 |  | 152   |  | 424              |  | 2,003  |  | 1,420             |  | 424   
|Ridgewood (La Loma)                 |  | Garden    |  | Mar-02 |  | Sacramento, CA      |  | 1980 |  | 75    |  | 700              |  | 2,800  |  | 74                |  | 700   
|Ridgewood Towers                    |  | High Rise |  | Mar-02 |  | East Moline, IL     |  | 1977 |  | 140   |  | 700              |  | 2,800  |  | 115               |  | 700   
|River Bend                          |  | Garden    |  | Jul-01 |  | Arlington, TX       |  | 1983 |  | 201   |  | 889              |  | 4,100  |  | 847               |  | 889   
|River Pointe                        |  | Garden    |  | Jul-00 |  | Mishawaka, IN       |  | 1974 |  | 234   |  | 823              |  | 4,711  |  | 2,181             |  | 823   
|River Reach                         |  | Garden    |  | Sep-00 |  | Naples, FL          |  | 1986 |  | 556   |  | 18,175           |  | 18,370 |  | 2,436             |  | 18,175
|River Reach                         |  | Garden    |  | Oct-99 |  | Jacksonville, FL    |  | 1972 |  | 298   |  | 2,389            |  | 13,965 |  | 1,972             |  | 2,389 
|Rivercreek                          |  | Garden    |  | Apr-00 |  | Augusta, GA         |  | 1980 |  | 224   |  | 629              |  | 7,093  |  | 1,088             |  | 629   
|Rivercrest                          |  | Garden    |  | Oct-99 |  | Atlanta, GA         |  | 1970 |  | 312   |  | 2,318            |  | 16,339 |  | 2,179             |  | 2,318 
|Riverloft Apartments                |  | High Rise |  | Oct-99 |  | Philadelphia, PA    |  | 1910 |  | 184   |  | 2,104            |  | 10,889 |  | 29,727            |  | 2,104 
|Rivers Edge                         |  | Garden    |  | Jul-00 |  | Auburn, WA          |  | 1976 |  | 120   |  | 735              |  | 5,117  |  | 279               |  | 735   
|Riverside                           |  | Mid Rise  |  | Jul-94 |  | Littleton, CO       |  | 1987 |  | 248   |  | 1,956            |  | 8,420  |  | 2,371             |  | 1,956 
|Riverside Park                      |  | High Rise |  | Apr-00 |  | Alexandria, VA      |  | 1973 |  | 1,222 |  | 8,360            |  | 69,934 |  | 8,291             |  | 8,360 
|Riverwalk                           |  | Garden    |  | Dec-95 |  | Little Rock, AR     |  | 1988 |  | 262   |  | 1,074            |  | 8,898  |  | 1,842             |  | 1,074 
|Riverwind at St. Andrews            |  | Garden    |  | Apr-02 |  | Columbia, SC        |  | 1984 |  | 160   |  | 884              |  | 6,794  |  | 60                |  | 884   
|Riverwood (IN)                      |  | Garden    |  | Oct-00 |  | Indianapolis, IN    |  | 1978 |  | 120   |  | 1,067            |  | 3,421  |  | 710               |  | 1,067 
|Robert Farrell Manor                |  | Mid Rise  |  | Mar-02 |  | Los Angeles, CA     |  | 1983 |  | 35    |  | 330              |  | 1,358  |  | 20                |  | 330   
|Rocky Creek                         |  | Garden    |  | Oct-99 |  | Augusta, GA         |  | 1979 |  | 120   |  | 450              |  | 3,698  |  | 338               |  | 450   
|Rosecroft Mews                      |  | Garden    |  | Apr-01 |  | Ft. Washington, MD  |  | 1966 |  | 304   |  | 3,134            |  | 10,232 |  | 1,313             |  | 3,134 
|Rosewood                            |  | Garden    |  | Mar-02 |  | Camarillo, CA       |  | 1976 |  | 150   |  | 12,128           |  | 8,066  |  | 710               |  | 12,128
|Round Barn                          |  | Garden    |  | Mar-02 |  | Champaign, IL       |  | 1979 |  | 156   |  | 1,120            |  | 4,482  |  | 172               |  | 1,120 
|Royal Crest Estates (Fall River)    |  | Garden    |  | Aug-02 |  | Fall River, MA      |  | 1974 |  | 216   |  | 5,843            |  | 12,044 |  | 542               |  | 5,843 
|Royal Crest Estates (Marlboro)      |  | Garden    |  | Aug-02 |  | Marlborough, MA     |  | 1970 |  | 473   |  | 25,177           |  | 28,790 |  | 764               |  | 25,177
|Royal Crest Estates (Nashua)        |  | Garden    |  | Aug-02 |  | Nashua, MA          |  | 1970 |  | 902   |  | 68,301           |  | 45,534 |  | 1,403             |  | 68,301
|Royal Crest Estates (North Andover) |  | Garden    |  | Aug-02 |  | North Andover, MA   |  | 1970 |  | 588   |  | 51,346           |  | 36,729 |  | 1,309             |  | 51,346
|Royal Crest Estates (Warwick)       |  | Garden    |  | Aug-02 |  | Warwick, RI         |  | 1972 |  | 492   |  | 22,461           |  | 24,075 |  | 952               |  | 22,461
|Royal Palms                         |  | Garden    |  | Jul-94 |  | Mesa, AZ            |  | 1985 |  | 152   |  | 832              |  | 4,565  |  | 912               |  | 832   
|Runaway Bay                         |  | Garden    |  | Jul-02 |  | Pinellas Park, FL   |  | 1986 |  | 192   |  | 1,664            |  | 6,116  |  | 158               |  | 1,664 
|Runaway Bay (CA)                    |  | Garden    |  | Oct-00 |  | Antioch, CA         |  | 1986 |  | 280   |  | 12,804           |  | 10,498 |  | 1,025             |  | 12,804
|Runaway Bay (FL)                    |  | Garden    |  | Oct-00 |  | Lantana, FL         |  | 1987 |  | 404   |  | 5,041            |  | 16,069 |  | 1,380             |  | 5,041 
|Runaway Bay (MI)                    |  | Garden    |  | Oct-00 |  | Lansing, MI         |  | 1987 |  | 288   |  | 2,305            |  | 6,965  |  | 1,303             |  | 2,305 
|Runaway Bay (NC)                    |  | Garden    |  | Oct-00 |  | Charlotte, NC       |  | 1985 |  | 280   |  | 2,285            |  | 9,690  |  | 1,416             |  | 2,285 
|Runawaybay I                        |  | Garden    |  | Sep-03 |  | Columbus, OH        |  | 1982 |  | 304   |  | 2,608            |  | 12,509 |  | 538               |  | 2,608 
|Saddlebrook                         |  | Garden    |  | Oct-02 |  | Norcross, GA        |  | 1985 |  | 305   |  | 4,107            |  | 11,375 |  | 534               |  | 4,107 
|Salem Park                          |  | Garden    |  | Apr-00 |  | Ft. Worth, TX       |  | 1984 |  | 168   |  | 728              |  | 4,076  |  | 654               |  | 728   
|Sand Castles Apartments             |  | Garden    |  | Oct-97 |  | League City, TX     |  | 1987 |  | 138   |  | 978              |  | 5,540  |  | 927               |  | 978   
|Sandpiper                           |  | Garden    |  | Apr-00 |  | St. Petersburg, FL  |  | 1984 |  | 276   |  | 1,562            |  | 9,278  |  | 912               |  | 1,562 
|Sandpiper Cove                      |  | Garden    |  | Dec-97 |  | Boynton Beach, FL   |  | 1987 |  | 416   |  | 3,515            |  | 21,634 |  | 3,001             |  | 3,515 
|Sands Point Apartments              |  | Garden    |  | Jan-00 |  | Phoenix, AZ         |  | 1985 |  | 432   |  | 2,118            |  | 16,470 |  | 1,017             |  | 2,118 
|Sandwich Manor                      |  | Mid Rise  |  | Mar-02 |  | Sandwich, IL        |  | 1980 |  | 90    |  | 450              |  | 1,800  |  | 131               |  | 450   
|Sandy Hill Terrace                  |  | High Rise |  | Mar-02 |  | Norristown, PA      |  | 1980 |  | 175   |  | 1,650            |  | 6,602  |  | 723               |  | 1,650 
|Sandy Springs                       |  | Garden    |  | Oct-02 |  | Macon, GA           |  | 1979 |  | 74    |  | 152              |  | 2,051  |  | 127               |  | 152   
|Savannah Trace                      |  | Garden    |  | Mar-01 |  | Schaumburg, IL      |  | 1986 |  | 368   |  | 14,325           |  | 19,759 |  | 840               |  | 14,325
|Sawgrass                            |  | Garden    |  | Jul-97 |  | Orlando, FL         |  | 1986 |  | 208   |  | 1,445            |  | 8,238  |  | 1,288             |  | 1,445 
|Scandia                             |  | Garden    |  | Oct-00 |  | Indianapolis, IN    |  | 1977 |  | 444   |  | 10,793           |  | 10,061 |  | 1,778             |  | 10,793
|Scotch Pines East                   |  | Garden    |  | Jul-00 |  | Ft. Collins, CO     |  | 1977 |  | 102   |  | 445              |  | 4,793  |  | 124               |  | 445   
|Seaside Point Condominiums          |  | Garden    |  | Nov-96 |  | Galveston, TX       |  | 1985 |  | 102   |  | 513              |  | 3,045  |  | 1,591             |  | 513   
|Shadetree                           |  | Garden    |  | Oct-97 |  | Tempe, AZ           |  | 1965 |  | 123   |  | 591              |  | 3,355  |  | 1,264             |  | 591   
|Shadow Creek (AZ)                   |  | Garden    |  | May-98 |  | Phoenix, AZ         |  | 1984 |  | 266   |  | 2,016            |  | 11,878 |  | 1,055             |  | 2,016 
|Shadow Lake                         |  | Garden    |  | Oct-97 |  | Greensboro, NC      |  | 1988 |  | 136   |  | 1,054            |  | 5,935  |  | 875               |  | 1,054 
|Shallow Creek                       |  | Garden    |  | May-98 |  | San Antonio, TX     |  | 1982 |  | 208   |  | 1,234            |  | 7,034  |  | 552               |  | 1,234 
|Sharp-Leadenhall II                 |  | Town Home |  | Sep-03 |  | Baltimore, MD       |  | 1981 |  | 37    |  | 179              |  | 1,630  |  | 178               |  | 179   

F-55

---

|                                  |  |           |  |        |  |                      |  |      |  |       |  | (2)
Initial Cost |  |         |  | December 31, 2003 |  |       
|--------------------------------- |  | --------- |  | ------ |  | -------------------- |  | ---- |  | ----- |  | ---------------- |  | ------- |  | ----------------- |  | ------
|
|Shenandoah Crossing               |  | Garden    |  | Sep-00 |  | Fairfax, VA          |  | 1984 |  | 640   |  | 17,766           |  | 57,171  |  | 2,426             |  | 17,766
|Sheraton Towers                   |  | High Rise |  | Mar-02 |  | High Point, NC       |  | 1981 |  | 97    |  | 525              |  | 2,154   |  | 47                |  | 525   
|Shoreview                         |  | Garden    |  | Oct-99 |  | San Francisco, CA    |  | 1976 |  | 156   |  | 510              |  | 4,761   |  | 8,996             |  | 510   
|Signal Pointe                     |  | Garden    |  | Oct-99 |  | Winter Park, FL      |  | 1971 |  | 368   |  | 1,422            |  | 12,908  |  | 1,388             |  | 1,422 
|Signature Point Apartments        |  | Garden    |  | Nov-96 |  | League City, TX      |  | 1994 |  | 304   |  | 2,810            |  | 17,572  |  | 1,411             |  | 2,810 
|Silktree                          |  | Garden    |  | Oct-97 |  | Phoenix, AZ          |  | 1979 |  | 86    |  | 421              |  | 2,388   |  | 457               |  | 421   
|Silver Ridge                      |  | Garden    |  | Oct-98 |  | Maplewood, MN        |  | 1986 |  | 186   |  | 778              |  | 3,779   |  | 1,138             |  | 778   
|Silverado                         |  | Garden    |  | Oct-99 |  | El Paso, TX          |  | 1973 |  | 248   |  | 1,021            |  | 4,772   |  | 632               |  | 1,021 
|Snowden Village I                 |  | Garden    |  | Oct-99 |  | Fredericksburg, VA   |  | 1970 |  | 132   |  | 665              |  | 4,337   |  | 479               |  | 665   
|Snowden Village II                |  | Garden    |  | Oct-99 |  | Fredericksburg, VA   |  | 1980 |  | 122   |  | 606              |  | 4,000   |  | 323               |  | 606   
|Snug Harbor                       |  | Garden    |  | Dec-95 |  | Las Vegas, NV        |  | 1990 |  | 67    |  | 751              |  | 2,857   |  | 908               |  | 751   
|Somerset at The Crossing          |  | Garden    |  | Sep-00 |  | Tucker, GA           |  | 1989 |  | 264   |  | 6,593            |  | 11,887  |  | 1,220             |  | 6,593 
|Somerset Lakes                    |  | Garden    |  | May-99 |  | Indianapolis, IN     |  | 1974 |  | 360   |  | 3,436            |  | 19,657  |  | 1,316             |  | 3,436 
|Somerset Village                  |  | Garden    |  | May-96 |  | West Valley City, UT |  | 1985 |  | 486   |  | 4,315            |  | 16,718  |  | 3,445             |  | 4,315 
|South Bay Villa                   |  | Garden    |  | Mar-02 |  | Los Angeles, CA      |  | 1981 |  | 80    |  | 690              |  | 2,768   |  | 111               |  | 690   
|South Park                        |  | Garden    |  | Mar-02 |  | Elyria, OH           |  | 1970 |  | 138   |  | 200              |  | 928     |  | 284               |  | 200   
|South Willow                      |  | Garden    |  | Jul-94 |  | West Jordan, UT      |  | 1987 |  | 440   |  | 2,224            |  | 12,069  |  | 2,907             |  | 2,224 
|Southridge                        |  | Garden    |  | Dec-00 |  | Greenville, TX       |  | 1984 |  | 160   |  | 694              |  | 4,442   |  | 261               |  | 694   
|Spectrum Pointe                   |  | Garden    |  | Jul-94 |  | Marietta, GA         |  | 1984 |  | 196   |  | 1,029            |  | 5,639   |  | 1,905             |  | 1,029 
|Springhill Lake                   |  | Garden    |  | Apr-00 |  | Greenbelt, MD        |  | 1969 |  | 2,899 |  | 13,499           |  | 104,134 |  | 18,619            |  | 13,499
|Springhouse (GA)                  |  | Garden    |  | Oct-02 |  | Augusta, GA          |  | 1985 |  | 244   |  | 2,093            |  | 7,727   |  | 127               |  | 2,093 
|Springhouse (SC)                  |  | Garden    |  | Oct-02 |  | North Charleston, SC |  | 1986 |  | 248   |  | 3,577            |  | 10,014  |  | 78                |  | 3,577 
|Springhouse (TX)                  |  | Garden    |  | Oct-02 |  | Dallas, TX           |  | 1983 |  | 372   |  | 3,691            |  | 11,896  |  | 327               |  | 3,691 
|Springhouse at Newport            |  | Garden    |  | Jul-02 |  | Newport News, VA     |  | 1986 |  | 432   |  | 6,144            |  | 14,801  |  | 609               |  | 6,144 
|Springhouse II                    |  | Garden    |  | Oct-02 |  | Winston-Salem, NC    |  | 1984 |  | 184   |  | 1,166            |  | 5,147   |  | 250               |  | 1,166 
|Springwoods at Lake Ridge         |  | Garden    |  | Jul-02 |  | Lake Ridge, VA       |  | 1984 |  | 180   |  | 2,720            |  | 9,124   |  | 63                |  | 2,720 
|Spyglass                          |  | Garden    |  | Oct-02 |  | Indianapolis, IN     |  | 1979 |  | 120   |  | 980              |  | 3,833   |  | 277               |  | 980   
|Spyglass at Cedar Cove            |  | Garden    |  | Sep-00 |  | Lexington Park, MD   |  | 1985 |  | 152   |  | 3,332            |  | 5,105   |  | 616               |  | 3,332 
|St. Charleston Village            |  | Garden    |  | Oct-99 |  | Las Vegas, NV        |  | 1980 |  | 312   |  | 1,418            |  | 11,401  |  | 1,050             |  | 1,418 
|Stafford                          |  | High Rise |  | Oct-02 |  | Baltimore, MD        |  | 1889 |  | 96    |  | 517              |  | 2,932   |  | 138               |  | 517   
|Steeplechase                      |  | Garden    |  | Oct-00 |  | Williamsburg, VA     |  | 1986 |  | 220   |  | 9,062            |  | 7,945   |  | 890               |  | 9,062 
|Steeplechase (OH)                 |  | Garden    |  | May-99 |  | Loveland, OH         |  | 1988 |  | 272   |  | 1,975            |  | 9,194   |  | 961               |  | 1,975 
|Steeplechase (TX)                 |  | Garden    |  | Jul-02 |  | Plano, TX            |  | 1985 |  | 368   |  | 5,644            |  | 14,490  |  | 299               |  | 5,644 
|Steeplechase (MD)                 |  | Garden    |  | Sep-00 |  | Largo, MD            |  | 1986 |  | 240   |  | 3,776            |  | 15,735  |  | 672               |  | 3,776 
|Steeplechase (VA)                 |  | Garden    |  | Oct-02 |  | Fredericksburg, VA   |  | 1985 |  | 156   |  | 3,924            |  | 5,166   |  | 55                |  | 3,924 
|Sterling Apartment Homes, The     |  | Garden    |  | Oct-99 |  | Philadelphia, PA     |  | 1962 |  | 536   |  | 8,907            |  | 52,230  |  | 2,234             |  | 8,907 
|Sterling Village                  |  | Garden    |  | Mar-02 |  | San Bernardino, CA   |  | 1983 |  | 80    |  | 1,177            |  | 2,923   |  | 67                |  | 1,177 
|Stirling Court Apartments         |  | Garden    |  | Nov-96 |  | Houston, TX          |  | 1984 |  | 228   |  | 913              |  | 4,936   |  | 1,307             |  | 913   
|Stone Creek Club                  |  | Garden    |  | Sep-00 |  | Germantown, MD       |  | 1984 |  | 240   |  | 13,655           |  | 9,180   |  | 1,457             |  | 13,655
|Stone Hollow Apts for the Seasons |  | Garden    |  | Oct-95 |  | San Antonio, TX      |  | 1976 |  | 280   |  | 981              |  | 5,539   |  | 4,102             |  | 981   
|Stone Point Village               |  | Garden    |  | Dec-99 |  | Fort Wayne, IN       |  | 1980 |  | 296   |  | 1,805            |  | 8,637   |  | 1,422             |  | 1,805 
|Stonebrook                        |  | Garden    |  | Jun-97 |  | Sanford, FL          |  | 1991 |  | 244   |  | 1,585            |  | 8,702   |  | 2,220             |  | 1,585 
|Stonebrook II                     |  | Garden    |  | Mar-99 |  | Sanford, FL          |  | 1998 |  | 112   |  | 488              |  | 8,732   |  | 117               |  | 488   
|Stonegate Village                 |  | Garden    |  | Oct-00 |  | New Castle, IN       |  | 1970 |  | 122   |  | 156              |  | 2,283   |  | 240               |  | 156   
|Stoney Brook Apartments           |  | Garden    |  | Nov-96 |  | Houston, TX          |  | 1972 |  | 113   |  | 275              |  | 1,848   |  | 943               |  | 275   
|Stonybrook                        |  | Garden    |  | May-98 |  | Tucson, AZ           |  | 1983 |  | 411   |  | 2,167            |  | 12,662  |  | 1,230             |  | 2,167 
|Stratford, The (TX)               |  | Garden    |  | May-98 |  | San Antonio, TX      |  | 1979 |  | 269   |  | 1,825            |  | 10,743  |  | 1,067             |  | 1,825 
|Strawbridge Square                |  | Garden    |  | Oct-99 |  | Alexandria, VA       |  | 1979 |  | 128   |  | 662              |  | 3,471   |  | 1,955             |  | 662   
|Sugar Bush                        |  | Garden    |  | Oct-02 |  | Muncie, IN           |  | 1981 |  | 240   |  | 1,454            |  | 7,069   |  | 290               |  | 1,454 
|Summerchase                       |  | Garden    |  | Dec-97 |  | Van Buren, AR        |  | 1974 |  | 72    |  | 201              |  | 2,077   |  | 314               |  | 201   
|Summit Creek                      |  | Garden    |  | May-98 |  | Austin, TX           |  | 1985 |  | 164   |  | 1,212            |  | 6,032   |  | 599               |  | 1,212 
|Sun Lake                          |  | Garden    |  | May-98 |  | Lake Mary, FL        |  | 1986 |  | 600   |  | 4,551            |  | 25,816  |  | 2,833             |  | 4,551 
|Sun River Village                 |  | Garden    |  | Oct-99 |  | Tempe, AZ            |  | 1981 |  | 334   |  | 1,848            |  | 13,768  |  | 1,284             |  | 1,848 
|Sunbury Downs Apartments          |  | Garden    |  | Nov-96 |  | Houston, TX          |  | 1982 |  | 240   |  | 880              |  | 5,573   |  | 1,242             |  | 880   
|Sunlake                           |  | Garden    |  | Sep-98 |  | Brandon, FL          |  | 1986 |  | 88    |  | 610              |  | 4,090   |  | 568               |  | 610   
|Sunland Terrace                   |  | Garden    |  | Mar-02 |  | Phoenix, AZ          |  | 1984 |  | 80    |  | 490              |  | 1,960   |  | 113               |  | 490   
|Sunrise V Apartments              |  | Garden    |  | Apr-00 |  | Richmond, VA         |  | 1976 |  | 229   |  | 1,256            |  | 7,577   |  | 1,449             |  | 1,256 
|Sunrunner                         |  | Garden    |  | Jan-00 |  | St. Petersburg, FL   |  | 1980 |  | 200   |  | 858              |  | 7,527   |  | 389               |  | 858   
|Sunset Village                    |  | Garden    |  | Jul-98 |  | Oceanside, CA        |  | 1987 |  | 114   |  | 1,128            |  | 6,399   |  | 736               |  | 1,128 
|Sunstone                          |  | Garden    |  | Jul-01 |  | Chapel Hill, NC      |  | 1985 |  | 260   |  | 5,954            |  | 8,939   |  | 544               |  | 5,954 
|Surrey Oaks                       |  | Garden    |  | Oct-97 |  | Bedford, TX          |  | 1983 |  | 152   |  | 625              |  | 3,520   |  | 869               |  | 625   
|Swiss Village Apartments          |  | Garden    |  | Nov-96 |  | Houston, TX          |  | 1972 |  | 360   |  | 1,760            |  | 9,325   |  | 3,101             |  | 1,760 
|Sycamore Creek                    |  | Garden    |  | Apr-00 |  | Cincinnati, OH       |  | 1978 |  | 295   |  | 1,984            |  | 9,601   |  | 2,426             |  | 1,984 
|Tamarac Village                   |  | Garden    |  | Apr-00 |  | Denver, CO           |  | 1979 |  | 564   |  | 3,424            |  | 21,471  |  | 2,235             |  | 3,424 
|Tar River Estates                 |  | Garden    |  | Oct-99 |  | Greenville, NC       |  | 1969 |  | 220   |  | 1,282            |  | 14,320  |  | 2,602             |  | 1,282 
|Tates Creek Village               |  | Garden    |  | Jul-02 |  | Lexington, KY        |  | 1970 |  | 204   |  | 1,250            |  | 8,056   |  | 146               |  | 1,250 
|Tatum Gardens                     |  | Garden    |  | May-98 |  | Phoenix, AZ          |  | 1985 |  | 128   |  | 1,323            |  | 7,151   |  | 586               |  | 1,323 
|Tide Mill                         |  | Garden    |  | Oct-02 |  | Salisbury, MD        |  | 1987 |  | 104   |  | 1,032            |  | 4,436   |  | 92                |  | 1,032 
|Timber Ridge                      |  | Garden    |  | Oct-99 |  | Sharonville, OH      |  | 1972 |  | 248   |  | 1,184            |  | 8,053   |  | 644               |  | 1,184 
|Timbermill                        |  | Garden    |  | Oct-95 |  | San Antonio, TX      |  | 1982 |  | 296   |  | 778              |  | 4,452   |  | 1,969             |  | 778   
|Timbertree                        |  | Garden    |  | Oct-97 |  | Phoenix, AZ          |  | 1980 |  | 387   |  | 2,292            |  | 13,011  |  | 1,918             |  | 2,292 
|Tompkins Terrace                  |  | Garden    |  | Oct-02 |  | Beacon, NY           |  | 1974 |  | 193   |  | 873              |  | 4,948   |  | 481               |  | 873   

F-56

---

|                                |  |           |  |        |  |                       |  |      |  |       |  | (2)
Initial Cost |  |         |  | December 31, 2003 |  |       
|------------------------------- |  | --------- |  | ------ |  | --------------------- |  | ---- |  | ----- |  | ---------------- |  | ------- |  | ----------------- |  | ------
|
|Topanaga 49                     |  | Garden    |  | Mar-02 |  | Chatsworth, CA        |  | 1980 |  | 49    |  | 3,770            |  | 4,919   |  | 684               |  | 3,770 
|Torrey Pines Village            |  | Garden    |  | Oct-99 |  | Las Vegas, NV         |  | 1980 |  | 204   |  | 895              |  | 7,290   |  | 618               |  | 895   
|Township At Highlands           |  | Garden    |  | Nov-96 |  | Littleton, CO         |  | 1986 |  | 161   |  | 1,615            |  | 9,793   |  | 3,209             |  | 1,615 
|Trails                          |  | Garden    |  | Apr-02 |  | Nashville, TN         |  | 1985 |  | 248   |  | 621              |  | 10,329  |  | 176               |  | 621   
|Trails of Ashford               |  | Garden    |  | May-98 |  | Houston, TX           |  | 1979 |  | 514   |  | 2,650            |  | 14,975  |  | 2,099             |  | 2,650 
|Treehouse II Apartments         |  | Garden    |  | Jan-00 |  | College Station, TX   |  | 1982 |  | 156   |  | 510              |  | 3,911   |  | 231               |  | 510   
|Treetops                        |  | Garden    |  | Mar-01 |  | San Bruno, CA         |  | 1987 |  | 308   |  | 4,566            |  | 61,143  |  | 1,124             |  | 4,566 
|Trestletree Village             |  | Garden    |  | Mar-02 |  | Atlanta, GA           |  | 1981 |  | 188   |  | 1,150            |  | 4,650   |  | 296               |  | 1,150 
|Trinity Apartments              |  | Garden    |  | Dec-97 |  | Irving, TX            |  | 1985 |  | 496   |  | 2,052            |  | 12,357  |  | 2,099             |  | 2,052 
|Trinity Place                   |  | Garden    |  | Oct-02 |  | Middletown, OH        |  | 1982 |  | 200   |  | 1,487            |  | 7,188   |  | 75                |  | 1,487 
|Twentynine Palms                |  | Garden    |  | Mar-02 |  | Twenty-Nine Palms, CA |  | 1983 |  | 48    |  | 310              |  | 1,243   |  | 69                |  | 310   
|Twin Lake Towers                |  | High Rise |  | Oct-99 |  | Westmont, IL          |  | 1969 |  | 399   |  | 2,498            |  | 19,759  |  | 4,526             |  | 2,498 
|Twin Lakes Apartments           |  | Garden    |  | Apr-00 |  | Palm Harbor, FL       |  | 1986 |  | 262   |  | 1,996            |  | 12,587  |  | 1,198             |  | 1,996 
|University Woods II             |  | Garden    |  | Oct-02 |  | Fairborn, OH          |  | 1983 |  | 42    |  | 429              |  | 1,546   |  | 21                |  | 429   
|Van Nuys Apartments             |  | High Rise |  | Mar-02 |  | Los Angeles, CA       |  | 1981 |  | 299   |  | 4,337            |  | 16,366  |  | 360               |  | 4,337 
|Vantage Pointe                  |  | Mid Rise  |  | Aug-02 |  | Swampscott, MA        |  | 1987 |  | 96    |  | 4,758            |  | 10,110  |  | 262               |  | 4,758 
|Ventura Landing                 |  | Garden    |  | Oct-02 |  | Orlando, FL           |  | 1973 |  | 184   |  | 816              |  | 8,200   |  | 164               |  | 816   
|Verandahs at Hunt Club          |  | Garden    |  | Jul-02 |  | Apopka, FL            |  | 1985 |  | 210   |  | 1,940            |  | 8,387   |  | 187               |  | 1,940 
|Versailles                      |  | Garden    |  | Apr-02 |  | Fort Wayne, IN        |  | 1969 |  | 156   |  | 349              |  | 5,847   |  | 342               |  | 349   
|Victory Square                  |  | Garden    |  | Mar-02 |  | Canton, OH            |  | 1975 |  | 81    |  | 215              |  | 884     |  | 64                |  | 215   
|Villa Azure                     |  | Garden    |  | Mar-02 |  | Los Angeles, CA       |  | 2000 |  | 624   |  | 29,755           |  | 70,979  |  | 400               |  | 29,755
|Villa Del Sol                   |  | Garden    |  | Mar-02 |  | Norwalk, CA           |  | 1972 |  | 120   |  | 7,294            |  | 4,864   |  | 618               |  | 7,294 
|Villa Hermosa Apartments        |  | Mid Rise  |  | Oct-02 |  | New York, NY          |  | 1920 |  | 272   |  | 1,816            |  | 10,290  |  | 711               |  | 1,816 
|Villa La Paz                    |  | Garden    |  | Jun-98 |  | Sun City, CA          |  | 1990 |  | 96    |  | 573              |  | 3,360   |  | 352               |  | 573   
|Villa Nova Apartments           |  | Garden    |  | Apr-00 |  | Indianapolis, IN      |  | 1972 |  | 126   |  | 626              |  | 3,724   |  | 595               |  | 626   
|Village at Venezia              |  | Garden    |  | Aug-03 |  | Venice, CA            |  | 1951 |  | 28    |  | 3,209            |  | 6,239   |  | 36                |  | 3,209 
|Village Creek at Brookhill      |  | Garden    |  | Jul-94 |  | Westminster, CO       |  | 1987 |  | 324   |  | 2,446            |  | 13,262  |  | 2,420             |  | 2,446 
|Village Crossing                |  | Garden    |  | May-98 |  | W. Palm Beach, FL     |  | 1986 |  | 189   |  | 1,618            |  | 9,929   |  | 1,290             |  | 1,618 
|Village East                    |  | Garden    |  | Jul-00 |  | Colorado Springs, CO  |  | 1972 |  | 137   |  | 883              |  | 5,991   |  | 652               |  | 883   
|Village Gardens                 |  | Garden    |  | Oct-99 |  | Fort Collins, CO      |  | 1973 |  | 141   |  | 883              |  | 5,994   |  | 459               |  | 883   
|Village Green Altamonte Springs |  | Garden    |  | Oct-02 |  | Altamonte Springs, FL |  | 1970 |  | 164   |  | 558              |  | 6,522   |  | 106               |  | 558   
|Village Grove                   |  | Garden    |  | Mar-02 |  | Corona, CA            |  | 1974 |  | 104   |  | 2,722            |  | 5,990   |  | 484               |  | 2,722 
|Village in the Woods            |  | Garden    |  | Jan-00 |  | Cypress, TX           |  | 1983 |  | 530   |  | 2,142            |  | 18,114  |  | 1,639             |  | 2,142 
|Village of Pennbrook            |  | Garden    |  | Oct-98 |  | Levitown, PA          |  | 1970 |  | 722   |  | 5,676            |  | 42,984  |  | 881               |  | 5,676 
|Village, The                    |  | Garden    |  | Jan-00 |  | Brandon, FL           |  | 1986 |  | 112   |  | 559              |  | 5,630   |  | 465               |  | 559   
|Villas (VA)                     |  | Garden    |  | Mar-00 |  | Portsmouth, VA        |  | 1977 |  | 196   |  | 617              |  | 4,103   |  | 404               |  | 617   
|Villas at Little Turtle         |  | Garden    |  | Sep-00 |  | Westerville, OH       |  | 1985 |  | 160   |  | 1,360            |  | 5,507   |  | 571               |  | 1,360 
|Villas at Park La Brea, The     |  | Garden    |  | Mar-02 |  | Los Angeles, CA       |  | 2002 |  | 250   |  | 8,621            |  | 48,867  |  | 104               |  | 8,621 
|Vinings Peak                    |  | Garden    |  | Jan-00 |  | Atlanta, GA           |  | 1980 |  | 280   |  | 1,649            |  | 15,907  |  | 995               |  | 1,649 
|Vista Del Lagos                 |  | Garden    |  | Dec-97 |  | Chandler, AZ          |  | 1986 |  | 200   |  | 916              |  | 4,831   |  | 1,239             |  | 916   
|Vista Park Chino                |  | Garden    |  | Mar-02 |  | Chino, CA             |  | 1983 |  | 40    |  | 380              |  | 1,520   |  | 108               |  | 380   
|Vista Ventana                   |  | Garden    |  | May-98 |  | Phoenix, AZ           |  | 1982 |  | 275   |  | 1,850            |  | 10,852  |  | 1,054             |  | 1,850 
|Walden Village                  |  | Garden    |  | May-99 |  | Clarkston, GA         |  | 1972 |  | 372   |  | 2,045            |  | 11,639  |  | 2,625             |  | 2,045 
|Walnut Springs                  |  | Garden    |  | Dec-96 |  | San Antonio, TX       |  | 1983 |  | 224   |  | 969              |  | 5,095   |  | 1,310             |  | 969   
|Warner Center                   |  | Garden    |  | Oct-01 |  | Woodland Hills, CA    |  | 1987 |  | 1,279 |  | 31,054           |  | 151,723 |  | 5,379             |  | 31,054
|Wasco Arms                      |  | Garden    |  | Mar-02 |  | Wasco, CA             |  | 1982 |  | 78    |  | 625              |  | 2,515   |  | 149               |  | 625   
|Waterford Apartments, The       |  | Garden    |  | Nov-96 |  | Houston, TX           |  | 1984 |  | 312   |  | 983              |  | 6,776   |  | 2,007             |  | 983   
|Waterford Village               |  | Garden    |  | Aug-02 |  | Bridgewater, MA       |  | 1971 |  | 588   |  | 28,585           |  | 28,089  |  | 925               |  | 28,585
|Waterways Village               |  | Garden    |  | Jun-97 |  | Aventura, FL          |  | 1991 |  | 180   |  | 4,504            |  | 11,058  |  | 1,824             |  | 4,504 
|Weatherly                       |  | Garden    |  | Oct-98 |  | Stone Mountain, GA    |  | 1984 |  | 224   |  | 1,275            |  | 7,289   |  | 1,139             |  | 1,275 
|West 135th Street               |  | Mid Rise  |  | Dec-97 |  | New York, NY          |  | 1979 |  | 198   |  | 1,221            |  | 8,086   |  | 2,273             |  | 1,221 
|West Lake Arms Apartments       |  | Garden    |  | Oct-99 |  | Indianapolis, IN      |  | 1977 |  | 1,381 |  | 3,684            |  | 24,505  |  | 5,426             |  | 3,684 
|West Winds                      |  | Garden    |  | Oct-02 |  | Orlando, FL           |  | 1985 |  | 272   |  | 1,962            |  | 11,549  |  | 269               |  | 1,962 
|West Woods                      |  | Garden    |  | Oct-00 |  | Annapolis, MD         |  | 1981 |  | 57    |  | 1,608            |  | 1,912   |  | 471               |  | 1,608 
|Westgate                        |  | Garden    |  | Oct-99 |  | Houston, TX           |  | 1971 |  | 313   |  | 2,317            |  | 12,501  |  | 1,269             |  | 2,317 
|Westway Village Apartments      |  | Garden    |  | May-98 |  | Houston, TX           |  | 1979 |  | 326   |  | 2,921            |  | 11,370  |  | 737               |  | 2,921 
|Westwood Terrace                |  | Mid Rise  |  | Mar-02 |  | Moline, IL            |  | 1976 |  | 97    |  | 840              |  | 3,360   |  | 81                |  | 840   
|Wexford Village                 |  | Garden    |  | Aug-02 |  | Worcester, MA         |  | 1974 |  | 264   |  | 6,353            |  | 17,929  |  | 387               |  | 6,353 
|Whispering Pines                |  | Garden    |  | Oct-98 |  | Madison, WI           |  | 1986 |  | 136   |  | 934              |  | 3,583   |  | 954               |  | 934   
|White Cliff                     |  | Garden    |  | Mar-02 |  | Lincoln Heights, OH   |  | 1977 |  | 72    |  | 240              |  | 961     |  | 91                |  | 240   
|Wickertree                      |  | Garden    |  | Oct-97 |  | Phoenix, AZ           |  | 1983 |  | 226   |  | 1,225            |  | 6,923   |  | 961               |  | 1,225 
|Wilderness Trail                |  | High Rise |  | Mar-02 |  | Pineville, KY         |  | 1983 |  | 124   |  | 1,010            |  | 4,040   |  | 95                |  | 1,010 
|Wilkes Towers                   |  | High Rise |  | Mar-02 |  | North Wilkesboro, NC  |  | 1981 |  | 72    |  | 410              |  | 1,677   |  | 164               |  | 410   
|Williams Cove                   |  | Garden    |  | Jul-94 |  | Irving, TX            |  | 1984 |  | 260   |  | 1,227            |  | 6,648   |  | 1,638             |  | 1,227 
|Williamsburg                    |  | Garden    |  | May-98 |  | Rolling Meadows, IL   |  | 1985 |  | 329   |  | 2,717            |  | 15,421  |  | 2,370             |  | 2,717 
|Williamsburg Apartments         |  | Garden    |  | Oct-99 |  | Indianapolis, IN      |  | 1974 |  | 460   |  | 1,663            |  | 16,141  |  | 1,457             |  | 1,663 
|Williamsburg Manor              |  | Garden    |  | Apr-00 |  | Cary, NC              |  | 1972 |  | 183   |  | 1,435            |  | 8,186   |  | 649               |  | 1,435 
|Williamsburg on the Wabash      |  | Garden    |  | Dec-99 |  | West Lafayette, IN    |  | 1967 |  | 473   |  | 2,835            |  | 17,157  |  | 1,560             |  | 2,835 
|Willow Park on Lake Adelaide    |  | Garden    |  | Oct-99 |  | Altamonte Springs, FL |  | 1972 |  | 185   |  | 902              |  | 7,842   |  | 815               |  | 902   
|Willowick                       |  | Garden    |  | Oct-99 |  | Greenville, SC        |  | 1974 |  | 180   |  | 530              |  | 4,850   |  | 402               |  | 530   
|Willowwood                      |  | Garden    |  | Mar-02 |  | North Hollywood, CA   |  | 1984 |  | 19    |  | 1,051            |  | 840     |  | 31                |  | 1,051 
|Winchester Village Apartments   |  | Garden    |  | Nov-00 |  | Indianapolis, IN      |  | 1966 |  | 96    |  | 104              |  | 2,206   |  | 387               |  | 104   

F-57

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|                         |  |           |  |        |  |                    |  |      |  |         |  | (2)
Initial Cost |           |  |   | December 31, 2003 |  |  
|------------------------ |  | --------- |  | ------ |  | ------------------ |  | ---- |  | ------- |  | ---------------- | --------- |  | - | ----------------- |  | -
|
|Winddrift (IN)           |  | Garden    |  | Oct-00 |  | Indianapolis, IN   |  | 1980 |  | 166     |  |                  | 1,275     |  |   | 3,804             |  |  
|Windgate Place           |  | Garden    |  | May-99 |  | Charlotte, NC      |  | 1972 |  | 196     |  |                  | 1,044     |  |   | 5,900             |  |  
|Windmere                 |  | Garden    |  | Jan-03 |  | Houston, TX        |  | 1982 |  | 257     |  |                  | 2,194     |  |   | 10,797            |  |  
|Windridge                |  | Garden    |  | May-98 |  | San Antonio, TX    |  | 1983 |  | 276     |  |                  | 1,406     |  |   | 8,263             |  |  
|Windrift (CA)            |  | Garden    |  | Mar-01 |  | Oceanside, CA      |  | 1987 |  | 404     |  |                  | 25,574    |  |   | 17,533            |  |  
|Windrift (FL)            |  | Garden    |  | Oct-00 |  | Orlando, FL        |  | 1987 |  | 288     |  |                  | 3,666     |  |   | 9,911             |  |  
|Windsor at South Square  |  | Garden    |  | Oct-99 |  | Durham, NC         |  | 1972 |  | 230     |  |                  | 1,325     |  |   | 8,332             |  |  
|Windsor Crossing         |  | Garden    |  | Mar-00 |  | Newport News, VA   |  | 1978 |  | 156     |  |                  | 314       |  |   | 2,136             |  |  
|Windsor Hills            |  | Garden    |  | Oct-99 |  | Blacksburg, VA     |  | 1970 |  | 300     |  |                  | 1,592     |  |   | 10,426            |  |  
|Windsor Landing          |  | Garden    |  | Oct-97 |  | Morrow, GA         |  | 1991 |  | 200     |  |                  | 1,642     |  |   | 9,301             |  |  
|Windsor Park             |  | Garden    |  | Mar-01 |  | Woodbridge, VA     |  | 1987 |  | 220     |  |                  | 4,370     |  |   | 16,015            |  |  
|Windward at the Villages |  | Garden    |  | Oct-97 |  | W. Palm Beach, FL  |  | 1988 |  | 196     |  |                  | 1,595     |  |   | 9,055             |  |  
|Wood Lake                |  | Garden    |  | Jan-00 |  | Atlanta, GA        |  | 1983 |  | 220     |  |                  | 1,617     |  |   | 13,557            |  |  
|Woodcreek                |  | Garden    |  | Oct-02 |  | Mesa, AZ           |  | 1985 |  | 432     |  |                  | 2,257     |  |   | 16,488            |  |  
|Woodcrest                |  | Garden    |  | Dec-97 |  | Odessa, TX         |  | 1972 |  | 80      |  |                  | 42        |  |   | 233               |  |  
|Woodfield Gardens        |  | Garden    |  | May-99 |  | Charlotte, NC      |  | 1974 |  | 132     |  |                  | 402       |  |   | 2,276             |  |  
|Woodhaven                |  | Garden    |  | Apr-00 |  | Chesapeake, VA     |  | 1968 |  | 208     |  |                  | 804       |  |   | 6,660             |  |  
|Woodhill                 |  | Garden    |  | Dec-00 |  | Denton, TX         |  | 1984 |  | 352     |  |                  | 1,530     |  |   | 10,454            |  |  
|Woodhollow               |  | Garden    |  | Oct-97 |  | Austin, TX         |  | 1974 |  | 108     |  |                  | 658       |  |   | 3,725             |  |  
|Woodland Ridge           |  | Garden    |  | Dec-00 |  | Irving, TX         |  | 1984 |  | 130     |  |                  | 600       |  |   | 3,758             |  |  
|Woodland Village I       |  | Garden    |  | Oct-99 |  | Columbia, SC       |  | 1970 |  | 308     |  |                  | 1,470     |  |   | 11,966            |  |  
|Woodlands (MI)           |  | Garden    |  | Dec-99 |  | Battle Creek, MI   |  | 1987 |  | 76      |  |                  | 496       |  |   | 3,556             |  |  
|Woodlands Of Tyler       |  | Garden    |  | Jul-94 |  | Tyler, TX          |  | 1984 |  | 256     |  |                  | 1,029     |  |   | 5,567             |  |  
|Woodmere                 |  | Garden    |  | Apr-00 |  | Cincinnati, OH     |  | 1971 |  | 150     |  |                  | 495       |  |   | 5,316             |  |  
|Woods of Inverness       |  | Garden    |  | Oct-99 |  | Houston, TX        |  | 1983 |  | 272     |  |                  | 1,988     |  |   | 11,448            |  |  
|Woodshire                |  | Garden    |  | Mar-00 |  | Virginia Beach, VA |  | 1972 |  | 288     |  |                  | 961       |  |   | 5,510             |  |  
|Wyckford Commons         |  | Garden    |  | Apr-00 |  | Indianapolis, IN   |  | 1973 |  | 248     |  |                  | 1,717     |  |   | 4,394             |  |  
|Wyntre Brook Apartments  |  | Garden    |  | Oct-99 |  | West Chester, PA   |  | 1976 |  | 212     |  |                  | 972       |  |   | 8,338             |  |  
|Yorktown II Apartments   |  | High Rise |  | Dec-99 |  | Lombard, IL        |  | 1973 |  | 368     |  |                  | 2,980     |  |   | 18,209            |  |  
|Yorktree                 |  | Garden    |  | Oct-97 |  | Carolstream, IL    |  | 1972 |  | 293     |  |                  | 1,968     |  |   | 11,415            |  |  
|Other(4)                 |  |           |  |        |  |                    |  |      |  | 76      |  |                  | 3,155     |  |   | 1,889             |  |  
|                         |  |           |  |        |  |                    |  |      |  |         |  |                  |           |  |   |                   |  |  
|Totals                   |  |           |  |        |  |                    |  |      |  | 171,980 |  | $                | 2,085,425 |  | $ | 7,247,618         |  | $
|                         |  |           |  |        |  |                    |  |      |  |         |  |                  |           |  |   |                   |  |  

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F-58

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AIMCO PROPERTIES, L.P.        REAL ESTATE AND ACCUMULATED DEPRECIATION        For the Years Ended December 31, 2003, 2002 and 2001        (In Thousands)

|                             |                                       | 2003 |            | 2002     |   | 2001       |          
|---------------------------- | ------------------------------------- | ---- | ---------- | -------- | - | ---------- | ---------
|Real Estate                  |                                       |      |            |          |   |            |          
|Balance at beginning of year |                                       | $    | 10,226,706 |          | $ | 7,830,611  |          
|Additions during the year:   |                                       |      |            |          |   |            |          
|                             | Newly consolidated assets(1)          |      |            | 262,054  |   |            | 1,053,860
|                             | Acquisitions                          |      |            | 192,365  |   |            | 1,728,558
|                             | Foreclosures                          |      |            |         |   |            | 32,371   
|                             | Capital Replacements                  |      |            | 90,602   |   |            | 82,381   
|                             | Capital Enhancements                  |      |            | 3,006    |   |            | 7,528    
|                             | Initial Capital Expenditures          |      |            | 24,842   |   |            | 34,697   
|                             | Redevelopment                         |      |            | 103,156  |   |            | 145,490  
|                             | Disposition Capital Expenditures      |      |            | 23,922   |   |            |         
|Deductions during the year:  |                                       |      |            |          |   |            |          
|                             | Casualty write-offs                   |      |            | (15,404  | ) |            | (5,144   
|                             | Assets held for sale reclassification |      |            | (8,222   | ) |            | (134,447 
|                             | Sales                                 |      |            | (302,109 | ) |            | (549,199 
|                             |                                       |      |            |          |   |            |          
|Balance at end of year       |                                       | $    | 10,600,918 |          | $ | 10,226,706 |          
|                             |                                       |      |            |          |   |            |          
|Accumulated Depreciation     |                                       |      |            |          |   |            |          
|Balance at beginning of year |                                       | $    | 1,610,419  |          | $ | 1,500,090  |          
|Additions during the year:   |                                       |      |            |          |   |            |          
|                             | Depreciation                          |      |            | 328,379  |   |            | 266,402  
|                             | Newly consolidated assets(1)          |      |            | (20,960  | ) |            | 122,936  
|                             | Foreclosures                          |      |            |         |   |            |         
|Deductions during the year:  |                                       |      |            |          |   |            |          
|                             | Casualty write-offs                   |      |            | (7,372   | ) |            | (1,473   
|                             | Assets held for sale reclassification |      |            | 219      |   |            | (61,046  
|                             | Sales                                 |      |            | (63,538  | ) |            | (216,490 
|                             |                                       |      |            |          |   |            |          
|Balance at end of year       |                                       | $    | 1,847,147  |          | $ | 1,610,419  |          
|                             |                                       |      |            |          |   |            |          

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F-59

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