AIMCO PROPERTIES, L.P.
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
March 18, 2005
VIA FACSIMILE 202-942-9638 & COURIER
FOR COMMISSION USE ONLY
Abby Adams, Esq.
Office of Mergers and Acquisitions
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
RE: NATIONAL PROPERTY INVESTORS III
SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005
FILED BY AIMCO PROPERTIES LP, ET AL.
FOX STRATEGIC HOUSING INCOME PARTNERS
SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005
FILED BY AIMCO PROPERTIES LP, ET AL.
CENTURY PROPERTIES FUND XIV, XV, XIX,
AND CENTURY PROPERTIES GROWTH FUND XXII
SCHEDULES TO-T/13E-3 FILED FEBRUARY 16, 2005
FILED BY AIMCO PROPERTIES LP, ET AL.
DAVIDSON INCOME REAL ESTATE, L.P.
SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005
FILED BY AIMCO PROPERTIES LP, ET AL.
DAVIDSON GROWTH PLUS LP
SCHEDULE TO-T/13E-3 FILED FEBRUARY 16, 2005
FILED BY AIMCO PROPERTIES LP, ET AL.
Dear Ms. Adams:
We have received the comment letter, dated March 3, 2005, issued by the
staff of the Securities and Exchange Commission (the "Commission") with respect
to the Schedules TO and Schedules 13E-3 referenced above. AIMCO Properties,
L.P., AIMCO-GP, Inc., Apartment Investment and Management Company, and the other
filing persons of the partnerships as shown in Schedule I hereto (collectively,
the "Filing Persons") acknowledge the following:
o The Filing Persons are responsible for the adequacy and accuracy of the
disclosure in their filings;
o Staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing; and
o The Filing Persons may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Very truly yours,
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO-GP, INC.
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc., its General Partner
By: /s/ Miles Cortez
-----------------------------------
Miles Cortez
Executive Vice President, General
Counsel and Secretary
[INTENTIONALLY LEFT BLANK]
2
DAVIDSON DIVERSIFIED PROPERTIES, INC.
DAVIDSON GROWTH PLUS G.P. CORPORATION
FOX CAPITAL MANAGEMENT CORPORATION
NPI EQUITY INVESTMENTS, INC.
By: /s/ Martha L. Long
----------------------------
Martha L. Long
Senior Vice President
FOX PARTNERS II
FOX PARTNERS IV
By: FOX CAPITAL MANAGEMENT CORPORATION,
its General Partner
By: /s/ Martha L. Long
------------------------
Martha L. Long
Senior Vice President
SCHEDULE I
<Table>
<Caption>
Partnership Other Filing Persons
- ----------- --------------------
Century Properties Fund IV Fox Capital Management Corporation
Century Properties Fund V Fox Capital Management Corporation
Century Properties Fund XIX Fox Partners II
Fox Capital Management Corporation
Century Properties Growth Fund XXII Fox Partners IV
Fox Capital Management Corporation
Davidson Growth Plus, L.P. Davidson Growth Plus G.P. Corporation
Davidson Income Real Estate, L.P. Davidson Diversified Properties, Inc.
Fox Strategic Housing Income Partners Fox Capital Management Corporation
National Property Investors III NPI Equity Investments, Inc.
</Table>