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                                                                  EXHIBIT 10.6.5

AMENDMENT TO LAND RIGHTS AGREEMENT EXECUTED IN CONNECTION WITH EXECUTION OF
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IRVINE
APARTMENT COMMUNITIES, L.P.


        AMENDMENT No. 5 dated as of January 20, 1998 to the Exclusive Land
Rights and Non-Competition Agreement dated as of November 21, 1993 as amended
by Amendment No. 1 thereto dated April 20, 1995, Amendment No. 2 thereto dated
July 18, 1995, Amendment No. 3 thereto dated as of May 2, 1996 and Amendment
No. 4 thereto dated as of July 25, 1997 (as so amended, the "Existing
Agreement").

                              W I T N E S S E T H:

        WHEREAS, The Irvine Company, a Michigan corporation, Irvine Apartment
Communities, L.P., a Delaware limited partnership ("Partnership"), Irvine
Apartment Communities, Inc., a Maryland corporation (the "Corporation"), and Mr.
Donald Bren, an individual, have entered into the Existing Agreement;

        WHEREAS, the Corporation, The Irvine Company, in its capacity as a
limited partner of the Partnership, and the other limited partners of the
Partnership have executed and delivered as of the date hereof the Second Amended
and Restated Agreement of Limited Partnership of Irvine Apartment Communities,
L.P. (the "New Partnership Agreement").

        WHEREAS, as a result of the execution of the New Partnership Agreement
the parties hereto agree that it is necessary and desirable to amend the
Existing Agreement as set forth below; and

        WHEREAS, the execution and delivery of this Amendment by the Partnership
and the Corporation have been approved by resolutions duly adopted by the
Independent Directors Committee of the Board of Directors of the Corporation.

        NOW, THEREFORE, the parties hereto agree as follows:

        Section 1. From and after the date hereof all references in the Existing
Agreement (including the exhibits thereto) to (i) "limited partnership
interests" or "L.P. Units" shall mean the Common Limited Partner Interests as
defined in the New Partnership Agreement, (ii) "Registration Rights Agreement"
shall mean the New Partnership Agreement and (iii) the "Amended and Restated
Agreement of Limited Partnership of Irvine Apartment Communities, L.P. dated as
of December 1, 1993, as amended" shall mean the New Partnership Agreement as the
same may be amended, modified or restated from time to time.



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        Section 2. Except as amended hereby, the provisions of the Existing
Agreement are ratified, approved and confirmed and shall remain in full force
and effect in accordance with its terms.

        Section 3. The validly, construction and enforceability of this
Amendment shall be governed in all respects by the internal laws of the State of
California without regard to its conflict of laws rules.

        Section 4. This Amendment may be executed in two or more counterparts,
all of which taken together with signature pages from each party hereto shall be
considered the same agreement, binding against all parties hereto.


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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

        "IRVINE"                              "PARTNERSHIP"
  THE IRVINE COMPANY,               IRVINE APARTMENT COMMUNITIES, L.P.,
 a Michigan corporation                a Delaware limited partnership


By:                                 By: IRVINE APARTMENT COMMUNITIES, INC.,
   --------------------
                                    a Maryland corporation, its sole General
                                    Partner



By:                                 By:
   --------------------                -----------------------------------------
                                                   James E. Mead
                                       Senior Vice President and Chief Financial
                                       Officer


                                    By:
                                       -----------------------------------------
                                        Shawn Howie
                                        Vice President, Corporate Finance and
                                        Controller

        "BREN"                          "REIT"
                                    IRVINE APARTMENT COMMUNITIES, INC.,
                                      a Maryland corporation


                                    By:
-----------------------                -----------------------------------------
DONALD BREN                            James E. Mead
                                       Senior Vice President and Chief Financial
                                       Officer


                                    By:
                                       -----------------------------------------
                                         Shawn Howie
                                         Vice President, Corporate Finance and
                                         Controller

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