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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.



         In connection with the exchange offer for Rivercreek Apartments Limited
Partnership described in the Prospectus Supplement and Prospectus referred to
above, we can now offer to acquire your units for $23,971 in cash, 637 of our
Partnership Common Units, 959 of our Class Two Partnership Preferred Units, or
any combination thereof. Previously we could offer you only the cash
consideration, but not our Partnership Common Units or Class Two Partnership
Preferred Units because the securities administrator in Michigan had not yet
approved our offering of such securities in your state. We have now received
such approval and can now offer you a choice of consideration. THEREFORE, AT
THIS TIME, YOU CAN ELECT TO RECEIVE IN EXCHANGE FOR EACH UNIT IN YOUR
PARTNERSHIP, $23,971 IN CASH, 637 OF OUR PARTNERSHIP COMMON UNITS, 959 OF OUR
CLASS TWO PARTNERSHIP PREFERRED UNITS, OR ANY COMBINATION THEREOF.

         IF YOU ACCEPT OUR OFFER, PLEASE INDICATE ON THE ENCLOSED LETTER OF
TRANSMITTAL WHICH CONSIDERATION YOU ELECT. If you have already sent a Letter of
Transmittal and want to accept a consideration other than cash, you must
complete a new Letter of Transmittal with a later date. If you have any
questions regarding the Letter of Transmittal, please contact the Information
Agent, River Oaks Partnership Services, Inc., toll free, at (888) 349-2005.



                                  May 28, 1999