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                                                                     EXHIBIT 3.6

                                                                       EXHIBIT E


                       IRVINE APARTMENT COMMUNITIES, L.P.
                             DESIGNATION INSTRUMENT
                                   PURSUANT TO
                         THE SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                      OF IRVINE APARTMENT COMMUNITIES, L.P.

                        DESIGNATION OF THE VOTING POWERS,
                          DESIGNATIONS, PREFERENCES AND
                      RELATIVE, PARTICIPATING, OPTIONAL OR
                    OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS OR RESTRICTIONS OF THE
                    SERIES A PREFERRED LIMITED PARTNER UNITS


      FIRST: Pursuant to authority expressly vested in the General Partner of
the Partnership pursuant to Section 4.5.F of the Agreement, the General Partner
hereby classifies 6,900,000 Preferred Limited Partner Units of the Partnership
into a series designated the Series A Preferred Limited Partner Units and
provides for the issuance of such Preferred Limited Partner Units. This
instrument constitutes a Designation Instrument under the Agreement. Capitalized
terms used but not defined herein have the meanings set forth in the Agreement.

      SECOND: The terms of the Series A Preferred Limited Partner Units
established by this Designation Instrument are as follows:

      SECTION 1. Designation and Amount. The series of Preferred Limited Partner
Units shall be designated the "Series A Preferred Limited Partner Units" and the
authorized number of Partnership Units constituting such series shall be
6,900,000.

      SECTION 2. Stated Value. The stated value of the Series A Preferred
Limited Partner Units shall be $25.00 per Unit (the "STATED VALUE").

      SECTION 3. Distributions. (a) Subject to the rights of holders of any
series of Preferred Limited Partner Units which the Partnership may issue in the
future which rank on a parity with the Series A Preferred Limited Partner Units
in respect of distributions, the holders of outstanding Series A Preferred
Limited Partner Units will be entitled to receive, when, as and if declared by
the


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Partnership acting through the General Partner out of funds legally available
for the payment of distributions, cumulative preferential cash distributions at
the rate per annum of 8'% of the Stated Value. Distributions will be cumulative,
will accrue from January 20, 1998, the original issue date of the Series A
Preferred Limited Partner Units, and will be payable quarterly in arrears on
March 31, June 30, September 30 and December 31 (each a "SERIES A DISTRIBUTION
PAYMENT DATE") of each year, commencing on March 31, 1998. The amount of
distributions payable for any period will be computed on the basis of a 360- day
year of twelve 30-day months and for any period shorter than a full quarterly
period for which distributions are computed, the amount of the distribution
payable will be computed on the basis of the actual number of days elapsed in
such a 30-day month. If any Series A Distribution Payment Date is not a Business
Day, then payment of the distribution to be made on such Series A Distribution
Payment Date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such Series A Distribution Payment Date. Each
such distribution will be payable to the holders of record of the Series A
Preferred Limited Partner Units as they appear on the books of the Partnership
or any transfer agent for the Series A Preferred Limited Partner Units on such
record dates selected by the General Partner, not less than 10 nor more than 50
days preceding the applicable Series A Distribution Payment Date; provided that
so long as the Series A Preferred Limited Partner Units are owned by IAC Capital
Trust, the General Partner shall establish record dates with respect to the
Series A Preferred Limited Partner Units that shall coincide with the record
dates established with respect to the 8'% Series A REIT Trust Originated
Preferred Securities of IAC Capital Trust (the "SERIES A PREFERRED SECURITIES").

      (b)   Distributions on the Series A Preferred Limited Partner Units shall
accrue on a daily basis commencing on the date of original issuance of the
Series A Preferred Limited Partner Units, will accrue whether or not the
Partnership has earnings, whether or not there are funds legally available for
the payment of such distributions and whether or not such distributions are
declared. Accrued distributions will accumulate, to the extent not paid, as of
the Series A Distribution Payment Date on which they first become payable.
Accumulated and unpaid distributions will not bear interest.

      (c)   So long as any Series A Preferred Limited Partner Units are
outstanding, no distribution shall be paid or declared on or with respect to the
Common Limited Partner Units or the General Partner Units or any other series of
outstanding Preferred Limited Partner Units ranking junior as to the payment of
distributions to the Series A Preferred Limited Partner Units, nor shall any sum
or


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sums be set aside for or applied to the purchase or redemption of the Series A
Preferred Limited Partner Units or any other series of outstanding Preferred
Limited Partner Units or the purchase, redemption or other acquisition for value
of any Common Limited Partner Units, General Partner Units or Preferred Limited
Partner Units of any series ranking junior to the Series A Preferred Limited
Partner Units as to the payment of distributions unless, in each case, full
cumulative distributions accumulated on all Series A Preferred Limited Partner
Units and all other series of outstanding Preferred Limited Partner Units
ranking on a parity with the Series A Preferred Limited Partner Units as to the
payment of distributions have been paid in full, provided that the foregoing
will not prohibit distributions payable solely in Common Limited Partner Units,
the General Partner Units or Preferred Limited Partner Units of a series ranking
junior to the Series A Preferred Limited Partner Units as to the payment of
distributions, the exchange of Common Limited Partner Units for REIT Shares in
accordance with Section 8.6 of the Agreement, the repurchase of Common Limited
Partner Units in connection with the exercise by the holders thereof of the Cash
Tender rights set forth in Section 8.6 of the Agreement, the exchange of Common
Limited Partner Units for General Partner Units as provided in the Agreement or
the repayment, return, forfeiture and cancellation of Common Limited Partner
Units issued in connection with land acquisitions by the Partnership as and to
the extent provided pursuant to the purchase or other acquisition agreement
relating to any such acquisition. When distributions have not been paid in full
upon the Series A Preferred Limited Partner Units on the applicable Series A
Distribution Payment Date (or a sum sufficient for such full payment is not set
apart therefor), all distributions declared and paid on the Series A Preferred
Limited Partner Units and any other series of outstanding Preferred Limited
Partner Units ranking on a parity with the Series A Preferred Limited Partner
Units as to the payment of distributions shall be declared and paid so that the
amount of distributions declared and paid on the Series A Preferred Limited
Partner Units and such other series of Preferred Limited Partner Units shall in
all cases bear to each other the same ratio that the respective distribution
rights of the Series A Preferred Limited Partner Units and such other series of
Preferred Limited Partner Units (which shall not include any accumulation in
respect of unpaid distributions for prior distribution periods if such other
series of Preferred Limited Partner Units do not have cumulative distribution
rights) bear to each other.

      (d)   The holders of outstanding Series A Preferred Limited Partner Units
will be entitled to receive, when, as and if declared by the Operating
Partnership acting through the General Partner out of funds legally available
therefor, such cash distributions, in addition to those described in Sections
3(a) through (c), that may be necessary to preserve the status of IAC Capital
Trust as a real estate investment trust for federal income tax purposes.


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      (e)   Holders of Series A Preferred Limited Partner Units shall not be
entitled to any distributions whether payable in cash, property or otherwise, in
excess of the full cumulative distributions as herein provided. Distributions
with respect to the dissolution, liquidation, winding-up or termination of the
Partnership shall be governed by Section 4 hereof.

      SECTION 4. Liquidation. Subject to the rights of the holders of any other
series of Preferred Limited Partner Units which the Partnership may issue in the
future which rank on a parity with the Series A Preferred Limited Partner Units
upon any voluntary or involuntary dissolution, liquidation, winding-up or
termination of the Partnership, the holders of the Series A Preferred Limited
Partner Units will be entitled to receive upon any such dissolution,
liquidation, winding-up or termination of the Partnership out of the assets of
the Partnership legally available for distribution, after payment or provision
for payment of debts and other liabilities of the Partnership, an amount per
Series A Preferred Limited Partner Unit equal to the Stated Value, plus
accumulated and unpaid distributions thereon to the date of payment (the "SERIES
A LIQUIDATION PREFERENCE AMOUNT") and no more. If, upon any such liquidation,
dissolution, winding-up or termination, there are insufficient assets to permit
full payment to the holders of Series A Preferred Limited Partner Units and any
other series of outstanding Preferred Limited Partner Units ranking on a parity
upon liquidation, dissolution, winding-up or termination of the Partnership with
the Series A Preferred Limited Partner Units, the holders of Series A Preferred
Limited Partner Units and such other series of Preferred Limited Partner Units
shall be paid ratably in proportion to the full distributable amount to which
holders of Series A Preferred Limited Partner Units and such other series of
Preferred Limited Partner Units are respectively entitled upon liquidation,
dissolution, winding-up or termination. The full preferential amount payable to
holders of the Series A Preferred Limited Partner Units and such other series of
outstanding Preferred Limited Partner Units upon any such liquidation,
dissolution, winding-up or termination will be paid in full before any
distribution or payment is made to the holders of General Partner Units, Common
Limited Partner Units and Preferred Limited Partner Units of any series ranking
junior to the Series A Preferred Limited Partner Units upon liquidation,
dissolution, winding-up or termination of the Partnership. The consolidation or
merger of the Partnership with or into any corporation, trust, partnership or
other entity (or of any corporation, trust, partnership or entity with or into
the Partnership) shall not be deemed to constitute a liquidation, dissolution,
winding-up or termination of the Partnership.

      SECTION 5. Stated Maturity and Redemption. (a) The Series A Preferred
Limited Partner Units shall mature and the Stated Value thereof shall be due and
payable on December 31, 2092 (the "STATED MATURITY DATE") whether or not the
term of the Partnership is extended. On the Stated Maturity Date the holders of



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Series A Preferred Limited Partner Units shall be entitled to receive, upon
surrender of their certificates for the Series A Preferred Limited Partner
Units, out of funds legally available for distribution an amount in cash equal
to the Stated Value per Series A Preferred Limited Partner Unit, plus
accumulated and unpaid distributions thereon to the date of payment (the "STATED
MATURITY PRICE") and no more.

      (b)   Except in the case of a Tax Event or Investment Company Act Event
(each as defined in Section 4(c) below), the Series A Preferred Limited Partner
Units may not be redeemed prior to December 31, 2002. On or after such date the
Partnership shall have the right to redeem the Series A Preferred Limited
Partner Units, in whole or in part, from time to time, upon notice as provided
in Section 4(d) below, at a redemption price equal to the Stated Value per
Series A Preferred Limited Partner Unit plus, subject to Section 5(g) hereof,
accumulated and unpaid distributions to the date of payment (the "SERIES A
REDEMPTION PRICE"), provided that the Partnership may not redeem fewer than all
the outstanding Series A Preferred Limited Partner Units unless all accumulated
and unpaid distributions have been paid on all Series A Preferred Limited
Partner Units for all quarterly distributions periods ending on or prior to the
date of redemption.

      (c)   If, at any time prior to December 31, 2002, a Tax Event or
Investment Company Event (each, a "SPECIAL EVENT") shall occur and be
continuing, the Partnership shall have the right to redeem the Series A
Preferred Limited Partner Units in whole but not in part at the Series A
Redemption Price, provided, however, that, if at the time there is available to
the Partnership or IAC Capital Trust the opportunity to eliminate, within a
90-day period, the Special Event by taking some ministerial action
(collectively, "MINISTERIAL ACTIONS"), such as filing a form or making an
election, or pursuing some other similar reasonable measure, which in the sole
judgment of the General Partner has or will cause no adverse effect on IAC
Capital Trust, the Partnership, Irvine Apartment Communities or the holders of
the Series A Preferred Securities and will involve no material cost, the
Partnership and IAC Capital Trust will pursue such measure in lieu of such
redemption, provided, further, that the Partnership shall have no right to
redeem the Series A Preferred Limited Partner Units while the Partnership or the
Regular Trustees (as defined in the Declaration of Trust) on behalf of IAC
Capital Trust are pursuing any such Ministerial Action. The Partnership shall
have the right, upon not less than 30 nor more than 60 days' notice, to redeem
the Series A Preferred Limited Partner Units in whole for cash at the Series A
Redemption Price as provided in Section 5(b) within 90 days following the
occurrence of such Special Event (subject to extension for the number of days
Ministerial Actions are pursued).


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      "INVESTMENT COMPANY EVENT" means that the Partnership and the Regular
Trustees of IAC Capital Trust shall have received an opinion of nationally
recognized independent counsel experienced in practice under the Investment
Company Act of 1940, as amended (the "1940 ACT"), that as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency, or regulatory authority (a "CHANGE IN 1940 ACT LAW"), there is more than
an insubstantial risk that IAC Capital Trust is or will be considered an
"investment company" which is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after January 14, 1998.

      "TAX EVENT" means that the Partnership and the Regular Trustees of IAC
Capital Trust shall have received an opinion of nationally recognized
independent tax counsel experienced in such matters that there is more than an
insubstantial risk that IAC Capital Trust does not qualify, or within 90 days of
the date of such opinion would no longer qualify, as a REIT under the Code and
Regulations for any reason whatsoever, provided that a Tax Event shall not
include the voluntary election by the Regular Trustees and/or the holders of the
Common Securities (as defined in the Declaration of Trust) of IAC Capital Trust
to terminate IAC Capital Trust's status as a real estate investment trust for
Federal income tax purposes.

      (d)   The Partnership will provide notice of any redemption of the Series
A Preferred Limited Partner Units to the holders of record thereof not less than
30 nor more than 60 days prior to the date of redemption and in the case of a
mandatory repayment of the Series A Preferred Limited Partner Units on the
Stated Maturity Date will provide notice of such repayment not less than 30 nor
more than 60 days prior to the Stated Maturity Date. Such notice shall be
provided by mailing notice of such redemption or mandatory repayment, first
class postage prepaid, to each holder of Series A Preferred Limited Partner
Units to be redeemed or to all holders in the event of mandatory repayment on
the Stated Maturity Date, at such holder's address as it appears on the transfer
records of the Partnership. Each such notice shall state, as appropriate, the
following:

            (i)   the redemption date or the Stated Maturity Date;

            (ii)  the Series A Redemption Price or the Stated Maturity Price;

            (iii) the place or places where certificates for the Series A
      Preferred Limited Partner Units may be surrendered for payment;

            (iv)  the number of the Series A Preferred Limited Partner Units to
      be redeemed from each holder;


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            (v)   that payment of the Series A Redemption Price or the Stated
      Maturity Price will be made upon presentation and surrender of such Series
      A Preferred Limited Partner Units; and

            (vi)  that on or after the Stated Maturity Date or the redemption
      date distributions on the Series A Preferred Limited Partner Units to be
      redeemed or repaid will cease to accrue.

No failure to give or defect in a notice of redemption shall affect the validity
of the proceedings for redemption of any Series A Preferred Limited Partner
Units except as to the holder to which notice was defective or not given.

      (e)   If notice (which notice will be irrevocable) has been given as
provided above then, by 12:00 noon, New York City time, on the redemption date
or the Stated Maturity Date, as the case may be, the Partnership will deposit
irrevocably in trust for the benefit of the Series A Preferred Limited Partner
Units being redeemed or repaid funds sufficient to pay the applicable Series A
Redemption Price or Stated Maturity Price, as the case may be, and will give
irrevocable instructions and authority to pay such Series A Redemption Price or
Stated Maturity Price, as the case may be, to the holders of the Series A
Preferred Limited Partner Units entitled thereto. If notice shall have been
given as provided above and funds deposited as required, then upon the date of
such deposit, distributions will cease to accrue on the Series A Preferred
Limited Partner Units called for redemption or to be repaid, as the case may be,
such Series A Preferred Limited Partner Units will not longer be deemed to be
outstanding and all rights of holders of such Series A Preferred Limited Partner
Units so called for redemption or to be repaid, as the case may be, will cease,
except the right of the holders of such Series A Preferred Limited Partner Units
to receive the applicable Series A Redemption Price or Stated Maturity Price, as
the case may be, but without interest thereon. If the Stated Maturity Date or
any date fixed for redemption of Series A Preferred Limited Partner Units is not
a Business Day, then payment of the Series A Redemption Price or the Stated
Maturity Price, as the case may be, payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day falls in
the next calendar year, such payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the
Stated Maturity Date or such date fixed for redemption. If payment of the Series
A Redemption Price or the Stated Maturity Price, as the case may be, in respect
of the Series A Preferred Limited Partner Units is improperly withheld or
refused and not paid by the Partnership, distributions on such Series A
Preferred Limited Partner Units will continue to accumulate from the original
redemption date or the Stated Maturity Date, as the case may be, to the date of
payment, in which case the actual payment date will


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be used for purposes of calculating the applicable Series A Redemption Price or
the Stated Maturity Price, as the case may be. If fewer than all of the Series A
Preferred Limited Partner Units are to be redeemed, the General Partner shall
select Series A Preferred Limited Partner Units to be redeemed by lot or pro
rata (as nearly as practicable without creating fractional units) or in some
other equitable manner determined by the General Partner in its sole discretion.
Upon presentation of any certificate for Series A Preferred Limited Partner Unit
redeemed in part only, the Partnership shall execute and deliver, at the expense
of the Partnership, a new certificate equal to the unredeemed portion of the
Certificate so presented.

      (f)   In the event of any redemption of Series A Preferred Limited Partner
Units in part, the Partnership shall not be required to (i) issue, register the
transfer of or exchange any Series A Preferred Limited Partner Units during a
period beginning at the opening of business 15 days before any selection for
redemption of Series A Preferred Limited Partner Units and ending at the close
of business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all holders of Series A Preferred Limited Partner
Units to be redeemed and (ii) register the transfer of or exchange any Series A
Preferred Limited Partner Units so selected for redemption, in whole or in part,
except the unredeemed portion of any Series A Preferred Limited Partner Units
being redeemed in part.

      (g)   The Series A Preferred Limited Partner Units do not have the benefit
of any sinking fund.

      (h)   Notwithstanding any other provision of this Section 5, the Series A
Redemption Price (other than the portion thereof consisting of accumulated and
unpaid distributions) shall be payable solely out of the sales proceeds of
capital stock of the General Partner, which will be contributed by the General
Partner to the Partnership as an additional capital contribution in accordance
with Section 4.5.E of the Agreement, or the sale proceeds of Limited Partner
Interests and from no other source, it being understood that this Section 5(h)
shall not be applicable to payment of the Series A Liquidation Preference Amount
or the Stated Maturity Price.

      SECTION 6. Voting Rights. (a) Except as provided in Section 6(b) hereof or
as otherwise required by law and the Agreement, holders of Series A Preferred
Limited Partner Units shall not be entitled to vote on any matter. In any matter
in which the Series A Preferred Limited Partner Units are entitled to vote, each
Series A Preferred Limited Partner Unit shall be entitled to one vote.


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      (b)   If any proposed amendment or modification of the Agreement would
materially and adversely affect the powers, special rights, preferences or
privileges of the Series A Preferred Limited Partner Units, then the holders of
outstanding Series A Preferred Limited Partner Units shall be entitled to vote
on such amendment or modification as a class, and such amendment or modification
shall not be effective except with the approval of holders of at least 66 2/3%
of the outstanding Series A Preferred Limited Partner Units, voting as a single
class; provided, however, that any such amendment or modification that would
authorize, create or issue any additional series of Preferred Limited Partner
Units ranking on a parity with or junior to the Series A Preferred Limited
Partner Units as to distributions or upon liquidation, dissolution, winding-up
or termination of the Partnership shall not be deemed to materially and
adversely effect such powers, special rights, preferences or privileges; and,
provided, further, that prior to December 31, 2002, any amendment or
modification to the definition of Tax Event shall be deemed to materially and
adversely affect such powers, special rights, preferences and privileges.

      SECTION 7. Restrictions on Ownership and Transfer. The Series A Preferred
Limited Partner Units shall be owned and held solely by IAC Capital Trust and,
in addition to the restrictions on Transfer set forth in the Agreement, the
Series A Preferred Limited Partner Units may not be Transferred in whole or in
part, and no interest therein may be transferred, pledged, assigned or otherwise
disposed of, except to a successor of IAC Capital Trust pursuant to and in
accordance with the Declaration of Trust.

      SECTION 8. Ranking. The Series A Preferred Limited Partner Units rank with
respect to distributions and rights upon liquidation, dissolution, winding-up or
termination of the Partnership (i) senior to the General Partner Units and the
Common Limited Partner Units and (ii) on a parity with all other series of
Preferred Limited Partner Units issued by the Partnership unless the terms of
such other series specifically provide that such other series ranks junior to
the Series A Preferred Limited Partner Units.

      SECTION 9. Miscellaneous. (a) The Series A Preferred Limited Partner Units
are not convertible into or exchangeable for any other property or securities of
the Partnership or the General Partner.

      (b)   The form of certificate for the Series A Preferred Limited Partner
Units is attached hereto as Annex 1.

      (c)   In the event the Partnership or any of its subsidiaries purchases
outstanding Series A Preferred Securities by tender, in the open market or by
private agreement in accordance with the terms thereof, the Partnership may


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deliver, or cause to be delivered, to the Property Trustee (as defined in the
Declaration of Trust) for cancellation the Series A Preferred Securities so
purchased and, if so delivered, the Property Trustee as the registered owner of
the series of Preferred Limited Partner Units with substantially similar
economic terms shall promptly deliver to the Partnership for cancellation an
equal number of such series of Preferred Limited Partner Units and such
Preferred Limited Partner Units so cancelled shall no longer be deemed
outstanding. In such event, the Partnership shall deliver to the Property
Trustee a new certificate for the Preferred Limited Partner Units of such series
which remain outstanding.


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      IN WITNESS WHEREOF, the General Partner has executed this Designation
Instrument as of this 20th day of January, 1998 and the Agreement is hereby
amended pursuant to Section 4.5.F thereof.


                             IRVINE APARTMENT COMMUNITIES, INC.,
                               in its capacity as general partner of
                               Irvine Apartment Communities, L.P.



                             By:_____________________________________
                                  Name: James E. Mead
                                  Title: Senior Vice President and
                                         Chief Financial Officer



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                                                                         ANNEX I
                                                                              TO
                                                                       EXHIBIT E

                                FORM OF SERIES A
                   PREFERRED LIMITED PARTNER UNIT CERTIFICATE

THIS CERTIFICATE AND THE SERIES A PREFERRED LIMITED PARTNER INTERESTS EVIDENCED
HEREBY ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IRVINE APARTMENT
COMMUNITIES, L.P. DATED JANUARY 20, 1998, AS AMENDED (THE "PARTNERSHIP
AGREEMENT") AND THE DESIGNATION INSTRUMENT REFERRED TO BELOW, COPIES OF WHICH
MAY BE OBTAINED FROM IRVINE APARTMENT COMMUNITIES, INC., GENERAL PARTNER, AT ITS
PRINCIPAL EXECUTIVE OFFICE.

                                                          Number of
                                                      Series A Preferred
     Certificate Number                             Limited Partner Units

          ------                                            ------

                       IRVINE APARTMENT COMMUNITIES, L.P.
                 FORMED UNDER THE LAWS OF THE STATE OF DELAWARE

This Certifies that THE BANK OF NEW YORK, as Property Trustee under that certain
Amended and Restated Declaration of Trust dated as of January 20, 1998 of IAC
Capital Trust is the registered owner of ___________________________

             FULLY PAID SERIES A PREFERRED LIMITED PARTNER UNITS OF

IRVINE APARTMENT COMMUNITIES, L.P., transferable on the books of the Partnership
in person or by duly authorized attorney on the surrender of this Certificate
properly endorsed. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Series A Preferred Limited
Partner Units are set forth in, and this certificate and the Series A Preferred
Limited Partner Units represented hereby are issued and shall be subject to the
terms and provisions of, the Partnership Agreement as the same may be amended,
modified, supplemented or restated from time to time, including the designation
of the terms of the Series A Preferred Limited Partner Units as set forth in
Exhibit E thereto.


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