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                                                                  Exhibit 4.8(b)


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                       FIFTH AMENDMENT TO CREDIT AGREEMENT

                                  BY AND AMONG

                     ASSOCIATED ESTATES REALTY CORPORATION,

                                    BORROWER,

                               NATIONAL CITY BANK,

                                    AS AGENT

                                       AND

                       THE BANKS IDENTIFIED ON SCHEDULE 1

                         DATED: AS OF NOVEMBER 27, 1996

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                               FIFTH AMENDMENT TO
                                CREDIT AGREEMENT
                               ------------------

         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of November 27, 1996, by and among ASSOCIATED ESTATES REALTY CORPORATION, an
Ohio corporation ("Borrower"), the banks and lending institutions identified on
SCHEDULE 1, attached hereto and made a part hereof by this reference (the
"Banks"), and NATIONAL CITY BANK, a national banking association, in its
capacity as agent for the Banks under the Credit Agreement defined in the
recitals below (in such capacity, the "Agent").

                                 R E C I T A L S
                                 ---------------

         A. Pursuant to that certain Credit Agreement, dated as of March 30,
1994, by and among Borrower, the Banks identified on Schedule 1.1 thereto and
the Agent, such Banks agreed to advance certain Loans to Borrower, on the terms
and subject to the conditions set forth therein, and Borrower agreed to repay
such Loans, with interest thereon, as provided therein.

         B. The aforementioned credit agreement has been amended (1) by a First
Amendment to Credit Agreement, dated as of May 17, 1994; (2) by a Second
Amendment to Credit Agreement dated as of February 24, 1995, pursuant to which
the aforementioned credit agreement was amended and restated in its entirety;
(3) by a Third Amendment to Credit Agreement, dated as of September 26, 1995,
pursuant to which such credit agreement was again amended and restated pursuant
to a Second Amended and Restated Credit Agreement dated as of September 26,
1995; and (4) by a Fourth Amendment to Credit Agreement, dated as of March 26,
1996 (as 


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amended, and amended and restated as aforesaid, such credit agreement is
referred to as the "Credit Agreement").

         C. NBD Bank ("NBD") has assigned all of its rights and obligations as a
"Bank" under the Credit Agreement and the other Loan Documents to The First
National Bank of Chicago ("First Chicago"), and First Chicago has accepted such
assignment and assumed and agreed prospectively to perform the duties and
obligations of a Bank under the Credit Agreement with respect to the interests
so assigned, all in accordance with the terms of a Assignment and Assumption
Agreement effective as of November 6, 1996; and

         D. Borrower, the Banks and the Agent have agreed further to amend the
Credit Agreement in order to reflect the parties' mutual understandings
regarding certain mutually acceptable changes in the covenants of Borrower
thereunder, upon and subject to the terms and conditions hereinafter set forth.

         NOW, THEREFORE, for Ten Dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                  1. DEFINED TERMS. Capitalized terms which are used in this
Amendment without being defined herein shall have the meanings ascribed to them
in the Amended Credit Agreement (as hereinafter defined).

                  2. AMENDMENT OF THE CREDIT AGREEMENT. The parties agree that
the Credit Agreement shall be further amended, effective as of the Effective
Date (as hereinafter defined), as follows:

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                           (a) Section 1.2 of the Credit Agreement shall be
                           amended by deleting the definition of "Capitalized
                           Income Value" appearing on pages 3 and 4 thereof, and
                           by substituting the following therefor:

                                    "'CAPITALIZED INCOME VALUE'" means, as of
                                    any date, an amount equal to Borrower's
                                    EBITDA, including Service EBITDA in an
                                    amount not to exceed $1,500,000 on an
                                    annualized basis, divided by nine and
                                    three-quarters percent (9.75%) (the
                                    "Capitalization Factor"). For the purposes
                                    of this provision, Borrower's EBITDA shall
                                    be subject to adjustment to reflect any
                                    acquisitions made by Borrower during the
                                    applicable fiscal period on a PRO FORMA
                                    basis acceptable to the Agent, assuming the
                                    lesser of 90% or actual occupancy."

                           (b) Section 1.2 of the Credit Agreement shall be
                           further amended by deleting the definition of "Market
                           Value" appearing on pages 12 and 13 thereof, and by
                           substituting the following therefor:

                                    "'MARKET VALUE' means, as of any date, an
                                    amount equal to the sum of (i) Borrower's
                                    Capitalized Income Value, plus (ii) fifty
                                    percent (50%) of the book value of
                                    Borrower's Assets Under Development and Raw
                                    Land, PLUS (iii) one hundred percent (100%)
                                    of the value of cash equivalents owned and
                                    held by Borrower (all as of the date of
                                    determination of Market Value)."

                           (c) Section 5.19 of the Credit Agreement shall be
                           amended by deleting all of subsections (d), (e), (f)
                           and (g) of Section 5.19 from the Credit Agreement,
                           and by substituting the following therefor:

                                    "(d) LEVERAGE RATIO. Borrower shall at all
                                    times maintain a ratio of Liabilities to
                                    EBITDA, on an annualized basis (determined
                                    by multiplying the quarterly EBITDA by a
                                    factor of four, and subject to the
                                    adjustment described in the following
                                    sentence), of not more than five and
                                    three-quarters (5.75) to one (1). For the
                                    purposes of this provision, Borrower's
                                    EBITDA shall be adjusted to reflect any
                                    acquisitions made by Borrower during the
                                    quarter on a PRO FORMA basis acceptable to
                                    the Agent, assuming the lesser of 90% or
                                    actual occupancy.

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                                    (e) DEBT SERVICE COVERAGE RATIO. Borrower
                                    shall at all times maintain a ratio of
                                    EBITDA to all required payments of debt
                                    service as described in this Section
                                    5.19(e), on an annualized basis (determined
                                    by multiplying the quarterly EBITDA by a
                                    factor of four, and subject to the
                                    adjustments described in the following
                                    sentence), of not less than two (2.00) to
                                    one (1). For the purposes of this provision:
                                    (i) Borrower's EBITDA shall be subject to
                                    adjustment to reflect any acquisitions made
                                    by Borrower during the applicable fiscal
                                    period on a PRO FORMA basis acceptable to
                                    the Agent, assuming the lesser of 90% or
                                    actual occupancy, to exclude Service EBITDA
                                    in excess of $1,500,000 with respect to any
                                    annual period and to reflect, in a manner
                                    acceptable to Agent, the proper treatment of
                                    such items of expense as payment of real
                                    property AD VALOREM taxes (which, while paid
                                    in a specific quarter, pertain to a
                                    semi-annual or annual period), as well as
                                    extraordinary items of income or expense, to
                                    the extent that the foregoing are not
                                    accrued or annualized in accordance with
                                    GAAP on Borrower's financial statements; and
                                    (ii) "debt service" shall include actual
                                    payments of principal and/or interest on
                                    Indebtedness for Borrower Money, together
                                    with projected principal payments on all of
                                    Borrower's non-amortizing Indebtedness for
                                    Borrowed Money (excluding any construction
                                    loans); such projected principal payments
                                    shall be calculated on the basis of the rate
                                    of interest then applicable to such
                                    Indebtedness and a twenty-five (25) year
                                    mortgage amortization schedule for such
                                    Indebtedness.

                                    (f) UNENCUMBERED DEBT SERVICE COVERAGE
                                    RATIO. Borrower shall at all times maintain
                                    a ratio of Unencumbered EBITDA to all
                                    required payments of debt service as
                                    described in this Section 5.19(f) on
                                    Indebtedness for Borrowed Money which is
                                    Unencumbered Debt, on an annualized basis
                                    (determined by multiplying the quarterly
                                    Unencumbered EBITDA by a factor of four, and
                                    subject to the adjustments described in the
                                    following sentence) of not less than two
                                    (2.0) to one (1). For the purposes of this
                                    provision: (i) Unencumbered EBITDA shall be
                                    subject to adjustment to reflect any
                                    acquisition of an Unencumbered Real Estate

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                                    Asset (other than Raw Land or Assets Under
                                    Development) made by Borrower during the
                                    applicable period, on a PRO FORMA basis
                                    acceptable to Agent, assuming the lesser of
                                    90% or actual occupancy, and to reflect, in
                                    a manner acceptable to the Agent, the proper
                                    treatment of such items of expense as
                                    payment of real property AD VALOREM taxes
                                    (which, while paid in a specific quarter,
                                    pertain to an annual or semi-annual period);
                                    and (ii) "debt service" shall include actual
                                    payments of principal and/or interest on
                                    Indebtedness for Borrowed Money, together
                                    with projected principal payments on all of
                                    Borrower's non-amortizing Indebtedness for
                                    Borrowed Money (excluding any construction
                                    loans) which is Unencumbered Debt; such
                                    projected principal payments shall be
                                    calculated on the basis of the rate of
                                    interest then applicable to such
                                    indebtedness and a twenty-five (25) year
                                    mortgage amortization schedule for such
                                    indebtness.

                                    (g) UNENCUMBERED REAL ESTATE ASSETS TO
                                    UNENCUMBERED DEBT RATIO. The ratio of the
                                    aggregate value of Borrower's Unencumbered
                                    Real Estate Assets to the aggregate
                                    outstanding principal balance of Borrower's
                                    Unencumbered Debt shall at all times equal
                                    or exceed two (2.0) to one (1). The
                                    aggregate value of Borrower's Unencumbered
                                    Real Estate Assets for the purposes of this
                                    Section 5.19(g) shall be determined (x) by
                                    including therein fifty percent (50%) of the
                                    book value of the Assets Under Development
                                    and of the Raw Land comprised within
                                    Borrower's Unencumbered Real Estate Assets,
                                    and (y) with respect to Unencumbered Real
                                    Estate Assets other than Assets Under
                                    Development or Raw Land, determined by
                                    reference to the Capitalization Factor.

                  As amended as provided herein, the Credit Agreement is
referred to as the "Amended Credit Agreement".

                  3. CONDITIONS PRECEDENT TO THIS AMENDMENT. On or prior to the
Effective Date, each of the following conditions precedent shall have been
satisfied:


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                           (a) PROOF OF CORPORATE AUTHORITY. The Agent shall
                           have received from Borrower copies, certified by a
                           duly authorized officer of Borrower to be true and
                           complete on and as such date, of records of all
                           corporate action taken by Borrower to authorize (i)
                           Borrower's execution and delivery of this Amendment
                           and the Substitute Note (hereafter defined); and (ii)
                           the performance by Borrower of its other obligations
                           and agreements hereunder, under the Amended Credit
                           Agreement and under the Substitute Note;

                           (b) INCUMBENCY CERTIFICATE. The Agent shall have
                           received from Borrower an incumbency certificate
                           substantially similar to that which is attached as
                           EXHIBIT A and made a part hereof by this reference,
                           dated as of the Effective Date, signed by a duly
                           authorized officer and giving the name and bearing a
                           specimen signature of each individual who shall be
                           authorized to execute this Amendment for and on
                           behalf of Borrower;

                           (c) OFFICERS' CERTIFICATE. The Agent shall have
                           received from Borrower a certificate substantially
                           similar to that which is attached hereto as EXHIBIT B
                           and made a part hereof by this reference, dated as of
                           the Effective Date, signed by a duly authorized
                           officer of Borrower and certifying, on terms
                           acceptable to the Agent, that each of the
                           representations and warranties of Borrower in the
                           Credit Agreement was true and correct when made and,
                           giving effect to the information set forth or
                           referred to in the Officers' Certificate, each of the
                           warranties and representations of Borrower in the
                           Amended Credit Agreement remains true and correct in
                           all material respects on and as of the Effective
                           Date.

                           (d) LEGALITY OF TRANSACTIONS. No change in applicable
                           law shall have occurred as a consequence of which it
                           shall have become and continue to be unlawful (i) for
                           the Agent or any Bank to perform any of its
                           agreements or obligations hereunder or under Amended
                           Credit Agreement or any other Loan Document (giving
                           effect to the transactions described herein) on or as
                           of the Effective Date; or (ii) for Borrower to
                           perform any of its agreements or obligations
                           hereunder or under the Amended Credit Agreement or
                           any Loan Document.

                           (e) PERFORMANCE, ETC. Borrower shall have duly and
                           properly performed, complied with 


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                           and observed, in all material respects, each of its
                           covenants, agreements and obligations contained in
                           each of the Loan Documents to which Borrower is a
                           party or by which Borrower is bound. No event shall
                           have occurred on or prior to the Effective Date, and
                           no condition shall then exist, which (giving effect
                           to the amendments to the Credit Agreement effected
                           hereby) constitutes or would (with the delivery of
                           notice or the passing of time, or both) constitute a
                           Default or an Event of Default under the Credit
                           Agreement or under any Loan Document.

                           (f) COMPLIANCE WITH LAWS. Each of the borrowings made
                           and each Letter of Credit issued under or pursuant to
                           the Credit Agreement prior to the Effective Date is,
                           and each borrowing to be made and each Letter of
                           Credit to be issued under the Amended Credit
                           Agreement will be, in compliance with the
                           requirements of all applicable laws, regulations,
                           rules and orders, including without limitation all
                           Environmental Laws and all applicable requirements
                           imposed by the SEC or by the Board of Governors of
                           the Federal Reserve System under Regulations U, G and
                           X.

                           (g) LEGAL OPINION. The Agent and each Bank shall have
                           received a written legal opinion, addressed to the
                           Agent and each Bank and dated as of the Effective
                           Date, from legal counsel for Borrower, substantially
                           in the form attached hereto as EXHIBIT C, and
                           otherwise acceptable to the Agent and each Bank.

                           (h) PAYMENT OF CERTAIN EXPENSES. Borrower shall have
                           reimbursed the Agent for all reasonable out-of-pocket
                           costs and expenses, including without limitation all
                           fees and disbursements of legal counsel to the Agent,
                           which shall have been incurred by the Agent in
                           connection with the negotiation and preparation of
                           this Amendment.

                           (i) CHANGES: NONE ADVERSE. From the date of the most
                           recent financial statements of Borrower delivered in
                           accordance with the requirements of the Credit
                           Agreement, through and including the Effective Date,
                           no changes shall have occurred in the assets,
                           liabilities, financial condition, business,
                           operations or prospects of Borrower or Borrower's
                           Consolidated Subsidiaries which, individually or in
                           the aggregate, are material and 


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                           adverse to Borrower and its Consolidated
                           Subsidiaries.

                           (j) COMPLIANCE CERTIFICATE. The Agent shall have
                           received a Compliance Certificate substantially
                           similar to that which is attached as EXHIBIT D and
                           made a part hereof by this reference, executed by a
                           duly authorized officer of Borrower, dated on and as
                           of the Effective Date and showing (with
                           substantiating data reasonably acceptable to the
                           Agent), the required calculations under which shall
                           demonstrate Borrower's compliance as of the Effective
                           Date with the covenants set forth in the Credit
                           Agreement (giving effect to the amendment thereof
                           effected hereby).

                           (k) OTHER APPROVALS. The Agent shall have received
                           such other approvals, opinions, certificates,
                           instruments and documents with respect to the
                           transactions described herein as it may request.

                           (l) REPRESENTATIONS AND WARRANTIES. Each of the
                           representations and warranties made by or on behalf
                           of Borrower in the Amended Credit Agreement shall be
                           true, correct and complete in all material respects
                           as of the Effective Date.

                           (m) SUBSTITUTE NOTE. Borrower shall have executed and
                           delivered to the Agent a substitute promissory note
                           (the "Substitute Note") in favor of First Chicago,
                           substantially similar to that which is attached
                           hereto as EXHIBIT E and made a part hereof by this
                           reference.

                  4. REGARDING BORROWER'S DEBT RATINGS. Borrower represents that
as of the Effective Date, Borrower's Debt Ratings are as follows:

                           Moody's:         Baaa3    ; and

                           S&P:             BBB-          _.

                  5. RATIFICATION. Except as specifically modified and amended
as contemplated by this Agreement, the Credit Agreement is unchanged, and
remains in full force and effect. Borrower, the Banks and the Agent each hereby
ratifies and affirms the Credit Agreement and every term and condition thereof,
as the same are amended as provided hereby.

                  6. BINDING EFFECT. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.


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                  7. EFFECTIVE DATE. The amendments contemplated by this
Amendment shall be effective as of the date first set forth above (the
"Effective Date"). Promptly after the Effective Date, First Chicago shall return
to Borrower the original Substitute Promissory Note dated as of September 25,
1995, and previously executed and delivered by Borrower in favor of NBD,
legended to reflect the replacement of such note by the Substitute Note as
hereinabove described.

                  8. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, and signature pages from any counterpart may be appended to any
other counterpart. All such counterparts shall constitute a single, unified
instrument.

                  IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the date first set forth
above.

                                        BORROWER:

                                        ASSOCIATED ESTATES REALTY
                                        CORPORATION

                                        By: /s/ Jeffrey I. Friedman
                                            -----------------------------------
                                            Jeffrey I. Friedman
                                            President

                                        AGENT:

                                        NATIONAL CITY BANK

                                        By: /s/ Gary L. Wimer
                                            -----------------------------------
                                            Gary L. Wimer
                                            Vice President

                                        THE BANKS:

                                        NATIONAL CITY BANK

                                        By: /s/ Gary L. Wimer
                                            -----------------------------------
                                            Gary L. Wimer
                                            Vice President

                                        BANK ONE, CLEVELAND, N.A.

                                        By: /s/ Douglas D. Lyons
                                            -----------------------------------
                                            Name: Douglas D. Lyons
                                            Title: Vice President

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                                        MANUFACTURERS AND TRADERS TRUST
                                        COMPANY

                                        By: /s/ Kevin B Quinn
                                            -----------------------------------
                                            Name:  Kevin B. Quinn
                                            Title: Banking Officer

                                        COMERICA BANK

                                        By: /s/ John D. Price III
                                            -----------------------------------
                                            Name:  John D. Price III
                                            Title: Vice President

                                        HARRIS TRUST & SAVINGS BANK

                                        By: /s/ Gregory M. Bins
                                            -----------------------------------
                                            Name:  Gregory M. Bins
                                            Title: Vice President

                                        THE FIRST NATIONAL BANK OF
                                        CHICAGO

                                        By: /s/ Gregory A. Glbert
                                            -----------------------------------
                                            Name:  Gregory A. Glbert
                                            Title: Vice President

                                        HUNTINGTON BANK-CLEVELAND, N.A.

                                        By: /s/ Gerald A. Buck
                                            -----------------------------------
                                            Name:  Gerald A. Buck
                                            Title: Vice President


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