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                                                                    EXHIBIT 4.2


         [Form of the Registrant's Class I Preferred Stock Certificate]

[Front of Certificate]

                  APARTMENT INVESTMENT AND MANAGEMENT COMPANY
              Incorporated under the laws of the State of Maryland
Number:   ________________                            _________________Shares

Class I Cumulative Preferred Stock          See reverse for certain definitions
This certificate is transferable in 
[Boston, MA or New York, NY]                                  CUSIP:_ _________



Countersigned and registered:
                                            [BankBoston, N.A.]
                                                 (Signature)

This certifies that __________________ is the owner of ______________________
fully-paid and non-assessable shares of Class I Cumulative Preferred Stock,
$.01 par value per share, of Apartment Investment and Management Company
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.

         Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

                                    -----------------------------------
Dated:                                      /s/ Terry Considine
      -----------------------         Chief Executive Officer

     ------------------------              --------------------------------
         /s/ Joel F. Binder                     /s/ Peter K. Kompaniez
         Secretary                  [Seal]      President




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[Back of Certificate]

         APARTMENT INVESTMENT AND MANAGEMENT COMPANY

         The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a
preferred or special class in series which the Corporation is authorized to
issue, to the extent they have been set, and of the authority of the Board of
Directors to set the relative rights and preferences of subsequent series of a
preferred or special class of stock. Such request may be made to the secretary
of the Corporation or to its transfer agent.

         The shares of Class I Cumulative Preferred Stock represented by this
certificate are subject to restrictions on transfer. No person may Beneficially
Own shares of Class I Cumulative Preferred Stock in excess of the Ownership
Restrictions, as applicable, with certain further restrictions and exceptions
set forth in the Corporation's Charter (including the Articles Supplementary
setting forth the terms of the Class I Cumulative Preferred Stock). Any Person
that attempts to Beneficially Own shares of Class I Cumulative Preferred Stock
in excess of the applicable limitation must immediately notify the Corporation.
All capitalized terms in this legend have the meanings ascribed to such terms
in the Corporation's Charter (including the Articles Supplementary setting
forth the terms of the Class I Cumulative Preferred Stock), as the same may be
amended from time to time, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder that so requests. If
the restrictions on transfer are violated, the shares of Class I Cumulative
Preferred Stock represented hereby will be either (i) void in accordance with
the Certificate or (ii) automatically transferred to a Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:




                                                    
         TEN COM - as tenants in common                UNIF GIFT MIN ACT - ___Custodian for ____________
                                                                          (Cus)               (Minor)

         TEN ENT - as tenants by the entireties                 Under Uniform Gifts to Minors Act of

                                                              -------------------------
         JT TEN  - as joint tenants with right of survivorship        (State)
                   and not as tenants in common



               Additional abbreviations may also be used though not in the
above list.

For Value received                         Hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE


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(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)
_________________________ Shares of the Class I Cumulative Preferred Stock
represented by the within Certificate and do hereby irrevocably constitute and
appoint _________________ Attorney to transfer the said stock on the books of
the within-named Corporation with full power of substitution in the promises.


Dated: _____________________          SIGNATURE:
                                               --------------------------------



SIGNATURE(S) GUARANTEED:


- -----------------------------------------

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION 
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions), WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC
RULE 17Ad-15.


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