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                                                Filed Pursuant to Rule 424(b)(3)
                                            Registration Statement No. 333-60355
                                                        Prospectus Supplement To
                                      Prospectus Supplement dated March 31, 1999
                                              To Prospectus dated March 26, 1999


PROSPECTUS SUPPLEMENT
(TO PROSPECTUS SUPPLEMENT DATED MARCH 31, 1999
TO PROSPECTUS DATED MARCH 26, 1999)


                             AIMCO PROPERTIES, L.P.

                            Extension of Offer Period
                                   relating to
          the offer to acquire units of limited partnership interest in
                           QUAIL RUN ASSOCIATES, L.P.
                         in exchange for your choice of:
            2,434 of our 8.0% Class Two Partnership Preferred Units;
                    1,617 of our Partnership Common Units; or
                                 $60,845 in Cash


         Pursuant to a Prospectus, dated March 26, 1999, and a Prospectus
Supplement, dated March 31, 1999, we have offered to acquire units of limited
partnership interest in your partnership. We have now extended the expiration
date for our offer from June 4 to June 28, 1999.





                                  May 17, 1999