1
                                                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.

                         Increase in Offer Consideration
                                       and
                            Extension of Offer Period
                                   relating to
          the offer to acquire units of limited partnership interest in
                         SYCAMORE CREEK ASSOCIATES, L.P.
                         in exchange for your choice of:
             264 of our 8.0% Class Two Partnership Preferred Units;
                   159.25 of our Partnership Common Units; or
                                 $6,600 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 28 to July 25, 1999. We have also decided to
increase our cash offer price per unit to $6,600. We have increased the number
of our Partnership Common Units and Class Two Partnership Preferred Units that
we are offering for each of your units, as set forth above. The number of
Partnership Common Units was determined by dividing the increased cash offer
price by $41.50 (the per share closing price of the Class A Common Stock of
Apartment Investment and Management Company on the New York Stock Exchange on
May 26, 1999). The number of Class Two Partnership Preferred Units was
determined by dividing the increased cash offer price by the $25 liquidation
preference of the Class Two Partnership Preferred Units.

                                  May 27, 1999