8-K

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                 ----------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)     March 11, 2002


                APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                -------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


      Maryland                           1-13232              84-1259577
- --------------------------------     ---------------       ------------------
(State or Other Jurisdiction of     (Commission             (IRS Employer
     Incorporation)                  File Number)           Identification No.)


         COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
                    SUITE 2-1000, DENVER, CO 80222-4348
   ----------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code     (303) 757-8101


                               NOT APPLICABLE
- ----------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)



Item 2.  Acquisition or Disposition of Assets.

         On March 11, 2002, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), consummated the merger (the "Merger") of
Casden Properties Inc., a Maryland corporation, with and into AIMCO. The
press release of AIMCO, attached hereto as Exhibit 99.1, relating to the
consummation of the Merger, is incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits.

         The following exhibit is filed with this report:

         99.1     Press Release of Apartment Investment and Management
                  Company dated March 11, 2002.


                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                            Apartment Investment and
                                            Management Company


Date:   March 13, 2002                      By:  /s/ Paul J. McAuliffe
                                                 ---------------------
                                                 Paul J. McAuliffe
                                                 Executive Vice President,
                                                 Chief Financial Officer



                EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Exhibit No.       Description

99.1              Press Release of Apartment Investment and Management
                  Company dated March 11, 2002.

EX-99

                APARTMENT INVESTMENT AND MANAGEMENT COMPANY
          ANNOUNCES COMPLETION OF ACQUISITION OF 17,383 UNITS FROM
                      CASDEN PROPERTIES OF LOS ANGELES



DENVER, COLORADO, March 11, 2002

         Apartment Investment and Management Company (NYSE:AIV) ("Aimco")
and Casden Properties ("Casden") announced the completion of the purchase
by Aimco of 100% ownership of 17,383 apartment units and other
transactions. The $1.5 billion acquisition is comprised of:

         -     6,356 conventional apartment units located in Southern
               California of which 1,381 units, located in the Park La Brea
               area of Los Angeles, are under development;

         -     11,027 affordable apartment units (located in 25 states);
               and

         -     National Partnership Investments Corporation ("NAPICO"), a
               subsidiary of Casden Properties, which as general partner
               controls more than 400 properties with more than 41,000
               units.

In addition, Aimco will:

         -     Invest up to $50 million for a 20% limited liability
               interest in Casden Properties, LLC which will pursue new
               development opportunities in Southern California and other
               markets. Alan Casden and Blackacre Capital Management, LLC,
               New York have collectively agreed to invest up to $200
               million in Casden Properties, LLC. Aimco will have an option
               to purchase, at completion, all multifamily rental projects
               of Casden Properties, LLC;

         -     Provide a standby facility of up to $70 million in debt
               financing associated with the construction of the 1,381 Park
               LaBrea units and a proposed 350 unit project in the Westwood
               Village area of Los Angeles; and

         -     Retain Casden Properties, LLC to accelerate the
               redevelopment of Aimco's affordable portfolio.

         Aimco paid $1.077 billion for the 16,002 stabilized conventional
and affordable units and NAPICO which includes an earnout of $15 million as
a result of property performance for the period ended December 2001. The
final components of purchase price are $206 million of Aimco common stock
or common OP Units priced at $47 per share to Alan Casden and Blackacre,
$198 million in cash and approximately $673 million in assumed
responsibility for existing mortgage indebtedness. In addition, Aimco
incurred transaction costs and Initial Capital Expenditures aggregating
approximately $24 million. Lehman Brothers acted as financial advisor to
Aimco in connection with the acquisition. Purchase consideration of $418
million for the Park La Brea development properties will be funded as
phases are completed (2002 to 2004) and have met minimum leasing
thresholds.

         On a leverage neutral basis, the sum of the acquisition of the
16,002 stabilized units and NAPICO, the investment in Casden Properties,
LLC and the debt financing for Park La Brea are expected to add from $0.08
and $0.11 per share to Aimco's annual Adjusted Funds From Operations
("AFFO") and $0.11 to $0.14 per share to annual Funds From Operations
("FFO"). Aimco does not expect the acquisition to have any impact on its
existing first quarter 2002 earnings guidance of $1.30 in FFO per share.
The adjusted 2002 guidance including the Casden transaction is $5.31 to
$5.54 in FFO per share.

         Aimco will host an Investor and Analyst Tour and visit selected
Casden apartment properties as well as existing Aimco properties in the Los
Angeles area. The event will be held on May 14th and May 15th. For
information on the tour, please contact Nicole Morton at (303) 691-4492 or
at nicole.morton@aimco.com. For further details of the transactions, please
see the press release dated December 4, 2001 which is available on our
website at www.aimco.com/about/Casden/default.asp.

         The cash portion of the purchase was funded with proceeds from a
syndicated term loan for which Lehman Brothers acted as sole lead arranger
and administrative agent. The term loan is a two-year agreement with an
option to extend one year. Aimco expects to repay the loan from property
sales and internal operating cash flow.

         This press release contains forward-looking statements including
statements regarding 2002 results which are subject to certain risks and
uncertainties, including but not limited to; the Company's ability to
maintain current occupancy, rent levels, and "same store" results. Actual
results may differ materially from those described and could be affected by
a variety of factors including economic conditions; changes in interest
rates; governmental regulations; competition; financing risks; variations
in real estate values; the failure of acquisitions to perform in accordance
with expectations; possible environmental liabilities; and other risks
described in our filings with the Securities and Exchange Commission. These
forward-looking statements reflect management's judgment as of this date,
and we assume no obligation to revise or update them to reflect future
events or circumstances.

         Aimco is a real estate investment trust with headquarters in
Denver, Colorado and 19 regional operating centers, which holds a
geographically diversified portfolio of apartment communities. Aimco,
through its subsidiaries, operates approximately 1,900 properties,
including approximately 337,000 apartment units, and serves approximately
one million residents. Aimco's properties are located in 46 states, the
District of Columbia and Puerto Rico. For more information about Aimco,
please visit our website at www.aimco.com.

Contact: Katie Murphree, Vice President - Investor Relations (303) 691-4440
         E-Mail:  investor@aimco.com