_________________________________________________________________




                        SEVENTH 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 12, 1997




          _________________________________________________________________





                                                  EXHIBIT 4.8 d


                                 SEVENTH AMENDMENT TO
                                   CREDIT AGREEMENT

               THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this

          "Amendment") is made as of November 12, 1997, 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; (4) by a Fourth

          Amendment to Credit Agreement, dated as of March 26, 1996; (5) by

          a Fifth Amendment to Credit Agreement, dated as of November 27,

          1996 and (6) by a Sixth Amendment to Credit Agreement, dated as

          of April 22, 1997.  As amended, and amended and restated as

          aforesaid, such credit agreement is referred to as the "Credit

          Agreement".

               C.   Borrower, the Banks and the Agent have agreed further

          to amend the Credit Agreement in order to reflect the parties'

          understandings regarding the increase in the Maximum Commitment

          from Seventy-Five Million Dollars ($75,000,000) to One Hundred

          Million Dollars ($100,000,000), the adjustment of the Banks'

          respective Participation Percentages and other mutually

          acceptable changes to the Credit Agreement, 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

          (defined below).

                    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), so

          that from and after the Effective Date the Credit Agreement shall

          be completely amended and restated as set forth in Annex 1 to

          this Amendment.  As so amended and restated, the Credit Agreement

          is referred to herein as the "Amended Credit Agreement".  The

          parties acknowledge that certain of the exhibits and schedules to

          the Amended Credit Agreement have been omitted therefrom.  Each

          exhibit and schedule so omitted remains identical to the

          corresponding version thereof which was appended to the Credit

          Agreement; all such exhibits and schedules shall be deemed to be

          incorporated in the Amended Credit Agreement by this reference.


                    3.  Conditions Precedent to this Amendment.  On or

          prior to the Effective Date, each of the following conditions

          precedent shall have been satisfied:

                         (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 of the Effective
                         Date, of records of all corporate action taken by
                         Borrower to authorize (i) the execution and
                         delivery of this Amendment, the Competitive Bid
                         Notes and the Substitute Notes  (as such terms are
                         hereinafter defined); (ii) the making by Borrower
                         of the borrowings contemplated by the Amended
                         Credit Agreement, as amended hereby; and (iii) the
                         performance of its other obligations and
                         agreements hereunder, under the Amended Credit
                         Agreement and under the Substitute Notes and the
                         Competitive Bid Note;

                         (b)  Incumbency Certificate.  The Agent shall have
                         received from Borrower an incumbency certificate,
                         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 sign, in the name and on behalf
                         of Borrower, this Amendment and each of the
                         Substitute Notes and Competitive Bid Note to be
                         executed and delivered by Borrower as provided in
                         the Third Amended and Restated Credit Agreement.

                         (c)  Officers' Certificate.  The Agent shall have
                         received from Borrower a certificate 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 is deemed to be repeated and remains true and
                         correct in all material respects on and as of the
                         Effective Date.

                         (d)  Loan Documents.  (i) Borrower shall have
                         executed and delivered to the Agent (x) substitute
                         promissory notes (the "Substitute Notes") for each
                         Bank, in the amount of such Bank's respective
                         Credit Commitment, in the form attached hereto as
                         Exhibit A and made a part hereof by this
                         reference; and (y) Competitive Bid Notes for each
                         Bank, in the amount of such Bank's Credit
                         Commitment, in the form attached hereto as
                         Exhibit B and made a part hereof by this reference
                         (the "Competitive Bid Notes"; the Substitute Notes
                         and the Competitive Bid Notes are sometimes
                         collectively referred to as the "Notes"); (ii)
                         this Amendment and each Note shall have been duly
                         and properly authorized, executed and delivered by
                         Borrower, and shall be in full force and effect on
                         and as of the Effective Date; and (iii) executed
                         originals of each of the Notes shall have been
                         delivered to the respective Banks.

                         (e)  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 under the Amended Credit Agreement or
                         any other Loan Document on or as of the Effective
                         Date; or (ii) for Borrower to perform any of its
                         agreements or obligations under the Amended Credit
                         Agreement or any Loan Document.

                         (f)  Performance, Etc.  Borrower shall have duly
                         and properly performed, complied with 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
                         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 Amended
                         Credit Agreement or under any other Loan
                         Agreement.

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

                         (h)  Payment of Loan Fee and Certain Expenses.
                         Borrower shall have (i) paid to the Agent, for the
                         benefit of the Banks as hereinafter provided, a
                         Loan Fee (the "Loan Fee") in the amount of Fifty
                         Thousand Dollars ($50,000); and (ii) 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 Agent in
                         connection with the negotiation and preparation of
                         this Amendment and the documents and instruments
                         described or referred to herein.

                         (i)  Changes: None Adverse.  From the date of the
                         most recent balance sheets referred to in
                         Section 4.5 of the Amended Credit Agreement or
                         delivered in accordance with the requirements of
                         the Amended Credit Agreement, in either case
                         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 adverse to
                         Borrower and its Consolidated Subsidiaries.

                         (j)  Compliance Certificate.  The Agent shall have
                         received a Compliance Certificate, the required
                         calculations under which shall demonstrate
                         Borrower's compliance with the covenants set forth
                         in the Credit Agreement.

                         (k)  Borrower's Counsel's Opinion.  The Agent and
                         each Bank shall have received a written legal
                         opinion from Borrower's legal counsel, addressed
                         to the Agent and each Bank and dated as of the
                         Effective Date, substantially in the form attached
                         hereto as Exhibit C and made a part hereof by this
                         reference.

                         (l)  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.

                         (m)  Representations and Warranties.  Each of the
                         representations and warranties made by or on
                         behalf of Borrower in the Credit Agreement or in
                         any other Loan Document (giving effect to the
                         Amendatory Loan Documents) shall be true, correct
                         and complete in all material respects as of the
                         Effective Date.

                    5.  Ratification.  Except as specifically modified and

          amended by this Amendment, 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 and

          restated as provided herein.

                    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.

                    7.  Effective Date.  The amendments contemplated by

          this Amendment shall be effective, as of the date first set forth

          above (the "Effective Date"), upon (i) the execution of this

          instrument by each of Borrower, the Banks and the Agent; and (ii)

          the satisfaction of each of the conditions precedent set forth in

          Section 4 of this Amendment, including without limitation the

          execution and delivery of the Substitute Notes and the

          Competitive Bid Notes as therein provided.  Promptly after the

          Effective Date, each Bank shall return the original Note

          previously delivered to it, legended to reflect the replacement

          of such Note by the appropriate Substitute Note as hereinabove

          described, or shall otherwise indicate, on the face of its

          original Note and in a manner reasonably acceptable to Borrower,

          that its Substitute Note was issued in replacement of and in

          substitution for such original Note.

                    8.  Payment and Disbursement of the Loan Fee.  On the

          Effective Date, Borrower shall, and hereby covenants and agrees

          to, pay the Loan Fee to the Agent.  Upon or promptly after the

          Effective Date, the Agent shall disburse to the Banks their

          respective shares of the Loan Fee, which shall be determined in

          each respect of each Bank by multiplying the Loan Fee by a

          fraction having a denominator of $25,000,000 and a numerator

          equal to the difference between such Bank's Credit Commitment as

          shown on the attached Schedule 1 and its Credit Commitment

          immediately prior to the Effective Date.

                    9.   Regarding Borrower's Debt Ratings.  Borrower

          represents that as of the Effective Date, Borrower's Debt Ratings

          are as follows:


                         Moody's:  BBB-; and

                         S&P:      Baa3


                    10.  Certain Outstanding Obligations.  Each of the

          parties acknowledges that certain Loans [and Letters of Credit]

          are presently outstanding under the Credit Agreement, and that

          the Banks' respective Participation Percentages in all such

          outstanding items have been established in accordance with their

          Credit Commitments in effect prior to the Effective Date.  The

          Banks and the Agent agree, and Borrower acknowledges, that the

          amendments effected pursuant to this Amendment shall not affect

          the Banks' respective Participation Percentages in, or with

          respect to, any such outstanding item, but shall govern all

          Ratable Loans and all Letters of Credit to be made or issued on

          or after the Effective Date.

                    11.  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/ Martin A. Fishman
                                               Martin A. Fishman
                                               Vice 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
                                               Douglas D. Lyons
                                               Vice President

                                          MANUFACTURERS AND TRADERS TRUST
                                          COMPANY

                                          By:  /s/Kevin B. Quinn
                                               Kevin B. Quinn
                                               Banking Officer

                                          COMERICA BANK

                                          By:  /s/ David J. Campbell
                                               Vice President


                                          HARRIS TRUST & SAVINGS BANK

                                          By:  /s/ Gregory M. Bins
                                               Gregory M. Bins
                                               Vice President

                                          THE FIRST NATIONAL BANK OF
                                          CHICAGO

                                          By:  /s/ Gregory A. Gilbert
                                               Gregory A. Gilbert
                                               Vice President

                                          HUNTINGTON BANK-CLEVELAND, N.A.

                                          By:  /s/ Gerald A. Buck
                                               Gerald A. Buck
                                               Vice President


                                      SCHEDULE 1

<TABLE>
<CAPTION>

                                                        Participation
                     Bank             Credit Commitment   Percentage

           <S>                           <C>                 <C>
           National City Bank            20,000,000          20%

           Bank One, Cleveland, NA       14,000,000          14%

           Manufacturers and
            Traders Trust Company        14,000,000          14%

           Comerica Bank                 11,000,000          11%

           Harris Trust & Savings
            Bank                         16,000,000          16%

           The First National Bank
            of Chicago                   16,000,000          16%

           Huntington Bank-
            Cleveland, N.A.               9,000,000           9%
</TABLE>