Associated Estates Realty Inactive 10-K2005 FY Annual report

Filed: 1 Mar 06, 12:00am

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EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jeffrey I. Friedman, Chairman of the Board and Chief Executive Officer and Lou Fatica, Vice President and Chief Financial Officer of Associated Estates Realty Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Annual Report on Form 10-K of the Company for the period ended December 31, 2005, which this certification accompanies, fully complies with the requirements of Section 13a-14 and 15d-14 of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeffrey I. Friedman

Jeffrey I. Friedman

/s/ Lou Fatica

Lou Fatica

February 28, 2006

Date

A signed original of this written statement has been provided to Associated Estates Realty Corporation and will be retained by Associated Estates Realty Corporation and furnished to the Securities and Exchange Commission or its staff upon request.