8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) February 18, 2005

AIMCO Properties, L.P.

(Exact name of registrant as specified in its charter)

DELAWARE	0-24497	84-1275621
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or	File Number)	Identification No.)
organization)

4582 SOUTH ULSTER STREET PARKWAY
SUITE 1100, DENVER, CO 80237

(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events.

On February 18, 2005, AIMCO-GP, Inc., as the general partner of AIMCO Properties, L.P. (“AIMCO Properties”), entered into the 45th amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, as amended (the “Partnership Agreement”). The 45th amendment amends the terms of the Class One Partnership Preferred Units (“Class One PPUs”) as originally set forth in the 2nd amendment to the Partnership Agreement. The 2nd Amendment determined, among other things, the redemption and liquidation of the Class One PPUs, both of which were to be calculated with reference to certain specified securities. Since the adoption of the 2nd amendment and concluding in January 2005, the required information related to the specified reference securities ceased to be available, typically because such reference securities were redeemed in full. As a result, there were several ambiguities in the 2nd amendment, which have been addressed in the 45^th amendment to the Partnership Agreement. A copy of the 45^th amendment is filed herewith as Exhibit 4.1 and incorporated herein by reference.

ITEM 9.01.	Financial Statements and Exhibits.
	The following exhibits are filed with this report:
	Exhibit Number		Description
		4.1	Forty-Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P.

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.

	AIMCO PROPERTIES, L.P.     By: AIMCO-GP, Inc., its general partner
Date: February 25, 2005	By:	/s/ Paul J. McAuliffe
		Paul J. McAuliffe
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
4.1	Forty-Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P.

EX-4.1

FORTY-FIFTH AMENDMENT TO THE
THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.

     This FORTY-FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of February 18, 2005 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C(3) of the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

     WHEREAS, pursuant to Section 7.3.C(3) of the Agreement, the General Partner has the power, without the consent of the Limited Partners, to amend the Agreement to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in the Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under the Agreement that will not be inconsistent with law or with the provisions of the Agreement.

     WHEREAS, pursuant to its authority, the General Partner seeks to amend Exhibit O to the Agreement, which Exhibit O was adopted pursuant to the Second Amendment to the Agreement, and has determined that the amendments set forth herein cure certain ambiguities in the Second Amendment and are not inconsistent with law or with other provisions of the Agreement.

     NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. The Agreement is hereby amended by the addition of a new exhibit, entitled “Exhibit WW,” in the form attached hereto, which shall be attached to and made a part of the Agreement.

     2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

GENERAL PARTNER:
AIMCO-GP, INC.
By:	/s/ Paul J. McAuliffe
	Name:	Paul J. McAuliffe
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT WW

AMENDMENT TO THE PARTNERSHIP UNIT DESIGNATION OF THE
CLASS ONE PARTNERSHIP PREFERRED UNITS OF AIMCO PROPERTIES, L.P.

The Second Amendment (the “Second Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), dated as of July 29, 1994, as amended (the “Partnership Agreement”), designated the Class One Partnership Preferred Units of the Partnership pursuant to Exhibit O (“Exhibit O”) to the Partnership Agreement. Exhibit O to the Partnership Agreement is hereby amended as follows:

1. The definition of “Cash Amount” in Exhibit O is amended to read in its entirety as follows:

“‘Cash Amount’ shall mean, with respect to any Tendered Units, cash in an amount equal to the product of the number of Tendered Units multiplied by 91.43 (which is the quotient obtained by dividing $8 by 8.75%).”

2. The definition of “Dividend Yield” in Exhibit O is deleted in its entirety

3. Section 5(a) in Exhibit O is amended to read in its entirety as follows:

“Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the “Liquidation Preference”) per Preferred Unit equal to the sum of (i) 91.43 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership.”

4. Section 6(d) in Exhibit O is amended to read in its entirety as follows:

“The Partnership shall have no obligation to effect any redemption unless and until a Tendering Party has given the Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., c/o 55 Beattie Place, PO Box 2347 Greenville, South Carolina 29602, Attention: Transfer Services, or to such other address as the Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified

WW-1

Redemption Date for any Redemption, any holder may revoke its Notice of Redemption.”

5. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

WW-2