SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO/A

(Amendment No. 2)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Riverside Park Associates Limited Partnership

(Name of Subject Company (Issuer))

AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
AIMCO/Riverside Park Associates GP, LLC
Riverside Park Associates Limited Partnership

(Names of Filing Persons (Offerors))

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee
$11,764,091	$361.16

* For purposes of calculating the fee only. This amount assumes the purchase of 182.59 units of limited partnership interest of the subject partnership for $64,429 per unit. Based on the current fee rate of $30.70 per million, the fee is $361.16.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $361.16	Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO/13E-3	Date Filed: October 1, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

þ going-private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

ITEM 1. SUMMARY TERM SHEET.

ITEM 2. SUBJECT COMPANY INFORMATION.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

ITEM 4. TERMS OF THE TRANSACTION.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

ITEM 10. FINANCIAL STATEMENTS.

ITEM 11. ADDITIONAL INFORMATION.

ITEM 12. EXHIBITS.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Schedule 13E-3, ITEM 2. SUBJECT COMPANY INFORMATION.

Schedule 13E-3, ITEM 4. TERMS OF THE TRANSACTION.

Schedule 13E-3, ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Schedule 13E-3, ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Schedule 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

Schedule 13E-3, ITEM 8. FAIRNESS OF THE TRANSACTION.

Schedule 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

Schedule 13E-3, ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Schedule 13E-3, ITEM 12. THE SOLICITATION OR RECOMMENDATION.

Schedule 13E-3, ITEM 13. FINANCIAL STATEMENTS.

Schedule 13E-3, ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Schedule 13E-3, ITEM 15. ADDITIONAL INFORMATION.

Schedule 13E-3, ITEM 16. EXHIBITS.

SIGNATURE

EXHIBIT INDEX

Letter

AMENDMENT NO. 2 TO SCHEDULE TO

     This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO initially filed on October 1, 2007 (the “Schedule TO”), relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Riverside Park Associates Limited Partnership, a Delaware limited partnership (the “Partnership”), at a price of $64,429 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated October 1, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as each may be supplemented or amended from time to time, the “Offer”). Copies of the Offer to Purchase and the Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase.

ITEM 1. SUMMARY TERM SHEET.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

     (a) The information set forth under “The Offer — Section 7. Certain Information Concerning Your Partnership” in the Offer to Purchase is incorporated herein by reference. The Partnership’s principal executive offices are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

     (b) This Schedule TO relates to the units of limited partnership interest of Riverside Park Associates Limited Partnership, of which 567.79 units were issued and outstanding as of December 31, 2006.

     (c) Not applicable.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

     (a)-(c) This Schedule TO is being filed by Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco OP”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), AIMCO/Riverside Park Associates GP, LLC, a Delaware limited liability company (“Riverside Park GP”), and the Partnership. Aimco-GP is the general partner of Aimco OP and a wholly owned subsidiary of Aimco. Riverside Park GP is the managing general partner of the Partnership and is a wholly owned subsidiary of Aimco. The principal business of Aimco, Aimco-GP, and Aimco OP is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of Riverside Park GP is managing the affairs of the Partnership. The business address of Aimco, Aimco-GP and Aimco OP is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of Riverside Park GP and the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and their phone number is (864) 239-1000.

     The information set forth under “The Offer — Section 6. Information Concerning Us and Certain of Our Affiliates” and Annex I of the Offer to Purchase is incorporated herein by reference.

     During the last five years, none of Aimco, Aimco-GP, Aimco OP, Riverside Park GP or the Partnership nor, to the best of their knowledge, any of the persons listed in Annex I to the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. TERMS OF THE TRANSACTION.

     (a) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     (a) and (b) The information set forth under “Special Factors — Valuation of Units — Prior Tender Offers and Private Purchases,” “— Purpose, Alternatives and Reasons for the Offer” and “— Conflicts of Interest and Transactions with Affiliates” in the Offer to Purchase is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (a), (c)(1)-(7) The information set forth under “Special Factors — Effects of the Offer,” “— Purpose, Alternatives and Reasons for the Offer” and “— Future Plans and Proposals” in the Offer to Purchase is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a), (b) and (d) The information set forth under “The Offer — Section 9. Source of Funds” and “— Section 13. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     The information set forth under “The Offer — Section 7. Certain Information Concerning Your Partnership — Ownership and Voting” in the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

     (a) Not applicable.

     (b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

     (a) The information set forth under “The Offer — Section 12. Certain Legal Matters” in the Offer to Purchase is incorporated herein by reference.

     (b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)	Offer to Purchase, dated October 1, 2007.*
(a)(2)	Letter of Transmittal and related Instructions.*
(a)(3)	Letter, dated October 1, 2007, from Aimco OP to the Limited Partners of Riverside Park Associates Limited Partnership.*
(a)(4)	Amended and Restated Offer to Purchase, dated October 26, 2007.*
(a)(5)	Letter, dated October 26, 2007, from Aimco OP to the Limited Partners of Riverside Park Associates Limited Partnership.*
(a)(6)	Letter, dated November 5, 2007, from Aimco OP to the Limited Partners of Riverside Park Associates Limited Partnership.

(b)(1)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Aimco, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by reference).
(b)(2)	First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 16, 2005, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2005, is incorporated herein by reference).
(b)(3)	Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to Aimco’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2006, is incorporated herein by reference).
(c)(1)	Appraisal of Riverside Park Apartments, effective October 24, 2005, prepared by KTR Newmark Real Estate Services LLC — New York, NY.*
(c)(2)	Appraisal of Riverside Park Apartments, effective May 25, 2006, prepared by Robert D. Wright, MAI — Springfield, PA.*
(d)	Not applicable.
(g)	None.
(h)	None.

* Previously filed.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     SCHEDULE 13E-3, ITEM 2. SUBJECT COMPANY INFORMATION.

     (d) The information set forth under “The Offer — Section 7. Certain Information Concerning Your Partnership — Distributions” in the Offer to Purchase is incorporated herein by reference.

     (e) Not applicable.

     (f) The information set forth under “Special Factors — Valuation of Units — Prior Tender Offers and Private Purchases” in the Offer to Purchase is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 4. TERMS OF THE TRANSACTION.

     (c) The information set forth under “Special Factors — Purpose, Alternatives and Reasons for the Offer” in the Offer to Purchase is incorporated herein by reference.

     (d)-(e) The information set forth under “The Offer — Section 10. Dissenters’ Rights” in the Offer to Purchase is incorporated herein by reference.

     (f) Not applicable.

     SCHEDULE 13E-3, ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     (c) The information set forth under “Special Factors — Purpose, Alternatives and Reasons for the Offer” in the Offer to Purchase is incorporated herein by reference.

     (e) Not applicable.

     SCHEDULE 13E-3, ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (b) The information set forth under “Special Factors — Future Plans and Proposals” in the Offer to Purchase is incorporated herein by reference.

     (c)(8) The information set forth under “Special Factors — Effects of the Offer” in the Offer to Purchase is incorporated herein by reference

     SCHEDULE 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

     (a) The information set forth under “Special Factors — Purpose, Alternatives and Reasons for the Offer — General” in the Offer to Purchase is incorporated herein by reference.

     (b) The information set forth under “Special Factors — Purpose, Alternatives and Reasons for the Offer — Alternatives” in the Offer to Purchase is incorporated herein by reference.

     (c) The information set forth under “Special Factors — Purpose, Alternatives and Reasons for the Offer” in the Offer to Purchase is incorporated herein by reference.

     (d) The information set forth under “Special Factors — Material Federal Income Tax Matters” and “— Effects of the Offer” in the Offer to Purchase is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 8. FAIRNESS OF THE TRANSACTION.

     (a)-(f) The information set forth under “Special Factors — Position of the General Partner of Your Partnership with Respect to the Offer” in the Offer to Purchase is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

     (a) The information set forth under “Special Factors — Summary of 2005 Independent Appraisal” and “—Position of the General Partner of Your Partnership with Respect to the Offer” in the Offer to Purchase is incorporated herein by reference.

     (b) The information set forth under “Special Factors — Summary of 2005 Independent Appraisal” in the Offer to Purchase is incorporated herein by reference.

     (c) The information set forth under “Special Factors — Summary of 2005 Independent Appraisal” in the Offer to Purchase is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (c) The information set forth under “The Offer — Section 13. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 12. THE SOLICITATION OR RECOMMENDATION.

     (d)-(e) The information set forth under “Special Factors — Position of the General Partner of Your Partnership with Respect to the Offer” in the Offer to Purchase is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 13. FINANCIAL STATEMENTS.

     The information set forth under “The Offer — Section 7. Certain Information Concerning Your Partnership” in the Offer to Purchase and Item 7 of Part II of the Partnership’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 and Item 1 of Part I of the Partnership’s Quarterly Report on Form 10-QSB for the quarter ended July 30, 2007 are incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     (b) Not applicable.

     SCHEDULE 13E-3, ITEM 15. ADDITIONAL INFORMATION.

     (b) The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference.

     SCHEDULE 13E-3, ITEM 16. EXHIBITS.

     (f) Not applicable.

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: November 5, 2007
	APARTMENT INVESTMENT AND MANAGEMENT COMPANY
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President
	AIMCO-GP, INC.
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President
	AIMCO PROPERTIES, L.P.
	By:	AIMCO-GP, INC.
		Its General Partner
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President
	AIMCO/RIVERSIDE PARK ASSOCIATES GP, LLC
	By:	AIMCO PROPERTIES, L.P.
		By:	AIMCO-GP, INC.
			Its General Partner
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President
	RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
	By:	AIMCO/ RIVERSIDE PARK ASSOCIATES GP, LLC
	By:	AIMCO PROPERTIES, L.P.
		By:	AIMCO-GP, INC.
			Its General Partner
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President

EXHIBIT INDEX

Exhibit No.	Description
(a)(6)	Letter, dated November 5, 2007, from Aimco OP to the Limited Partners of Riverside Park Associates Limited Partnership.

EX-99.(A)(6)

Exhibit (a)(6)

AIMCO PROPERTIES, L.P.
c/o The Altman Group, Inc.
1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071
(800) 217-9608

November 5, 2007

Dear Limited Partner:

     We recently mailed you tender offer documents offering to purchase your units of limited partnership interest in Riverside Park Associates Limited Partnership for $64,429 per unit in cash. Our offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 1, 2007, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our “Offer”).

     Our offer is currently scheduled to expire at midnight, New York City time, on November 7, 2007. As of the close of business on November 5, 2007, 58.8687 units had been tendered pursuant to the Offer.

     If you retain your units, you will continue to be a limited partner. If you elect to remain in the partnership until termination, you will continue to participate in the partnership distributions, if any, and the tax effects of the partnership’s results.

     If you have any questions, please contact the Information Agent, toll free, at (800) 217-9608.

Very truly yours,


AIMCO PROPERTIES, L.P.