CORRESP 1 filename1.txt AIMCO PROPERTIES, L.P. 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8101 December 1, 2004 VIA FACSIMILE (202) 942-9638, EDGAR AND OVERNIGHT DELIVERY FOR COMMISSION USE ONLY Celeste M. Murphy Office of Mergers and Acquisitions United States Securities and Exchange Commission 450 Fifth Street, N.W., Mail Stop 3-03 Washington, D.C. 20549-0303 Re: Angeles Income Properties Ltd. II and 6 Schedule TO and Schedule 13E-3 filed on November 5, 2004 by AIMCO Properties, L.P. File Nos. 5-53919 and 5-54489 Angeles Partners XI and XII Schedule TO and Schedule 13E-3 filed on November 4, 2004 by AIMCO Properties, L.P. File Nos. 5-54481 and 5-50745 Century Properties Fund XVII, Consolidated Capital Institutional Properties and Consolidated Capital Institutional Properties IV Schedule TO and Schedule 13E-3 filed on November 8, 2004 by AIMCO Properties, L.P. File Nos. 5-44273, 5-47009, and 5-50849 National Property Investors 4 and 6 Schedule TO and Schedule 13E-3 filed on November 5, 2004 and November 4, 2004 by AIMCO Properties, L.P. File Nos. 5-47883 and 5-47887 Shelter Properties II Ltd. Partnership, IV, V, and VII Schedule TO and Schedule 13E-3 filed on November 5, 2004, November 5, 2004, November 5, 2004 and November 4, 2004 by AIMCO Properties, L.P. File Nos. 5-44517, 5-44521, 5-44523, and 5-52091 Dear Ms. Murphy: Thank you for your comment letter, dated November 18, 2004, issued by the staff of the Office of Mergers and Acquisitions with respect to the Schedules TO and Schedules 13E-3 referenced above. AIMCO Properties, L.P. ("AIMCO Properties") acknowledges the following: AIMCO Properties is responsible for the adequacy and accuracy of the disclosure in the filings. AIMCO Properties also acknowledges that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing. AIMCO Properties further acknowledges that staff comments may not be asserted as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, AIMCO PROPERTIES, L.P. By: AIMCO-GP, Inc., its General Partner By: /s/ MILES CORTEZ ------------------------------------ Miles Cortez Executive Vice President, General Counsel and Secretary