SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO/A

(Rule 14d-100)

(Amendment No. 1)

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

Drexel Burnham Lambert Real Estate Associates II

(Name of Subject Company (Issuer))

AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
DBL Properties Corporation
Drexel Burnham Lambert Real Estate Associates II

(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
$271,336	$8.33

* For purposes of calculating the fee only. This amount assumes the purchase of 2,609 units of limited partnership interest of the subject partnership for $104 per unit. Based on the current fee rate of $30.70 per million, the fee is $8.33.

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: $8.33	Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO	Date Filed: November 26, 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

o 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
SIGNATURE
EXHIBIT INDEX
Supplement to Offer to Purchase
Letter to the Limited Partners

AMENDMENT NO. 1 TO SCHEDULE TO

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, 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 Drexel Burnham Lambert Real Estate Associates II, a New York limited partnership (the “Partnership”), at a price of $104 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated November 26, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, 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 information in Exhibits (a)(1), (a)(2) and (a)(4) is incorporated by reference in response to Items 1-11 of this 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 13. 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 Drexel Burnham Lambert Real Estate Associates II, of which 37,273 units were issued and outstanding as of September 30, 2007.

     (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”), DBL Properties Corporation, a New York corporation (“DBL Properties”), and the Partnership. Aimco-GP is the general partner of Aimco OP and a wholly owned subsidiary of Aimco. DBL Properties 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 DBL Properties 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 DBL Properties 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 8. 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, DBL Properties 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.

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

     (a) and (b) The information set forth under “Summary Term Sheet — Conflicts of Interest”; “The Offer — Section 9. Background and Reasons for the Offer” and “The Offer — Section 11. 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 “The Offer — Section 7. Effects of the Offer — Effect on Trading Market; Registration under Section 12(g) of the Exchange Act”; “The Offer — Section 9. Background and Reasons for the Offer” and “The Offer — Section 12. Future Plans of Purchaser” 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 15. Source of Funds” and “The Offer — Section 19. 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 13. Certain Information Concerning Your Partnership — Beneficial Ownership of Interests In Your Partnership” 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 18. 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 November 26, 2007 (previously filed).
(a)(2)	Letter of Transmittal and related Instructions (previously filed).
(a)(3)	Letter dated November 26, 2007 from Aimco OP to the Limited Partners of Drexel Burnham Lambert Real Estate Associates II (previously filed).
(a)(4)	Supplement to Offer to Purchase dated December 14, 2007.
(a)(5)	Letter dated December 14, 2007 from Aimco OP to the Limited Partners of Drexel Burnham Lambert Real Estate Associates II.
(b)(1)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among

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	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 Presidential House Apartments, effective July 17, 2007, prepared by CB Richard Ellis, Inc. — Los Angeles, CA (previously filed).
(d)	Not applicable.
(g)	None.
(h)	None.

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

     Not applicable.

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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: December 14, 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
	DBL PROPERTIES CORPORATION
	By:	AIMCO PROPERTIES, L.P.
		By:     AIMCO-GP, INC.
		Its General Partner
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President
	DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
	By:	DBL PROPERTIES CORPORATION
	By:	AIMCO PROPERTIES, L.P.
		By:     AIMCO-GP, INC.
		Its General Partner
	By:	/s/ Martha L. Long
		Martha L. Long
		Senior Vice President

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EXHIBIT INDEX

Exhibit No.	Description
(a)(4)	Supplement to Offer to Purchase dated December 14, 2007.
(a)(5)	Letter dated December 14, 2007 from Aimco OP to the Limited Partners of Drexel Burnham Lambert Real Estate Associates II.

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EX-99.(A)(4)

Exhibit (a)(4)

SUPPLEMENT TO

OFFER TO PURCHASE

AIMCO Properties, L.P.

is offering to purchase up to 2,609 limited partnership units in

Drexel Burnham Lambert Real Estate Associates II

for $104 per unit in CASH

On November 26, 2007, we commenced an offer to purchase limited partnership units of Drexel Burnham Lambert Real Estate Associates II upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 26, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

The purpose of this Supplement is to supplement and amend the information contained in the Offer to Purchase previously provided to you.

If more than 2,609 units are validly tendered (and not properly withdrawn) on or prior to the expiration date, we will purchase 2,609 units from tendering unitholders on a pro rata basis. There were 765 holders in your partnership as of November 14, 2007.

You will not pay any partnership transfer fees if you tender units pursuant to this Offer. You will pay any other fees or costs, including any transfer taxes.

Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our offer.

OUR OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 26, 2007, UNLESS WE EXTEND THE DEADLINE.

See “Risk Factors” beginning on page 3 of the Offer to Purchase for a description of risk factors that you should consider in connection with our offer, including the following:

•  Our offer price was determined without any arms-length negotiations, which might result in a higher value for your partnership units.

•  In calculating our offer price, we assumed the value of Presidential House Apartments (your partnership’s only property) to be $16,000,000, which is approximately 9% less than the value ascribed to the property in an independent appraisal that was completed in July 2007 ($17,600,000).

•  There is no established or regular trading market for your units, nor is there a reliable standard for determining the fair market value of the units. Accordingly, our offer price may not represent fair market value for your units.

If you decide to accept our offer, you must complete and sign the enclosed letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of this Supplement. Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement or the letter of transmittal may also be directed to the Information Agent at (800) 467-0821.

•  Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our offer.

•  We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price.

•  Continuation of your partnership will result in our affiliate continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were sold.

•  We may conduct a future offer at a higher price, although we have no obligation or current intention to do so.

•  For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of the property owned by your partnership.

•  The general partner makes no recommendation as to whether you should tender your units.

The general partner does not make any recommendation regarding whether you should accept this offer. You are encouraged to carefully review this Offer to Purchase and any other information available to you and to seek the advice of your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept this offer.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail:
P.O. Box 268
Lyndhurst, NJ 07071 By Overnight Courier:
1200 Wall Street, 3^rd Floor
Lyndhurst, NJ 07071 By Hand:
1200 Wall Street, 3^rd Floor
Lyndhurst, NJ 07071

For information, please call:

TOLL FREE: (800) 467-0821

December 14, 2007

SUPPLEMENTAL INFORMATION

The Offer to Purchase is hereby supplemented as follows (capitalized terms that are not otherwise defined herein have the respective meanings ascribed thereto in the Offer to Purchase):

Future Plans of the Purchaser

The Offer to Purchase initially stated that we have no plans that relate to or would result in an extraordinary transaction, such as a liquidation or a sale of a material amount of your partnership’s assets. We hereby revise this disclosure to reflect the fact that the general partner will likely list your partnership’s property for sale in the near future. The section entitled “The Offer — Section 12. Future Plans of the Purchaser” is hereby supplemented by adding the following to the end of the third paragraph:

It is likely that the general partner will list Presidential House Apartments, your partnership’s only property, for sale in the near future, although a final determination has not been made. If your partnership’s property is listed for sale, however, it is uncertain when and if a sale will ever be consummated, and at what price. If your partnership’s property is sold, the net proceeds from the sale will be distributed to the limited partners and your partnership will be liquidated pursuant to the agreement governing your partnership.

Risk Factors

The risk factor entitled “Continuation of the partnership; no time frame regarding sale of property” is hereby deleted in its entirety.

The risk factor entitled “Holding your units may result in greater future value” is hereby amended and restated in its entirety to read as follows:

The general partner of your partnership will likely list your partnership’s property for sale in the near future; holding your units may result in great future value.

It is likely that the general partner will list Presidential House Apartments, your partnership’s only property, for sale in the near future, although a final determination has not been made. If your partnership’s property is listed for sale, it is uncertain when and if a sale will be consummated, and at what price. If your partnership’s property is sold in the future and the net proceeds from the sale are distributed to the limited partners, the per unit amount of such distributions might exceed our current offer price.

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Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement and the letter of transmittal may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the offer.

The Information Agent for offer is:

THE ALTMAN GROUP, INC.

By Mail:

P.O. Box 268

Lyndhurst, NJ 07071

By Overnight Courier:

1200 Wall Street, 3^rd Floor

Lyndhurst, NJ 07071.

By Hand:

1200 Wall Street, 3^rd Floor

Lyndhurst, NJ 07071

For information, please call:

By Telephone:

TOLL FREE: (800) 467-0821

By Fax:

(201) 460-0050

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EX-99.(A)(5)

Exhibit (a)(5)

AIMCO PROPERTIES, L.P.
c/o The Altman Group, Inc.
1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071
(800) 467-0821

December 14, 2007

Dear Limited Partner:

We recently mailed you tender offer documents offering to purchase your units of limited partnership interest in Drexel Burnham Lambert Real Estate Associates II for $104 per unit in cash. Our offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 26, 2007, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our “Offer”).

Our offer remains scheduled to expire at midnight, New York City time, on December 26, 2007, unless otherwise extended. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offer, that as of the close of business on December 13, 2007, 30 units had been tendered pursuant to the Offer.

We have amended and supplemented our Offer to Purchase to include additional information. A copy of the Supplement to Offer to Purchase dated December 7, 2007 is enclosed. Our offer price remains $104 per unit.

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) 467-0821.

Sincerely,

AIMCO PROPERTIES, L.P.