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EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

TABLE OF CONTENTS

PAGE
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ARTICLE I OFFICES............................................................ 1

Section 1. Registered Office.................................................. 1
Section 2. Other Offices...................................................... 1

ARTICLE II STOCK.............................................................. 1

Section 1. Certificates Representing Stock.................................... 1
Section 2. Fractional Share Interests or Scrip................................ 2
Section 3. Share Transfers.................................................... 2
Section 4. Record Date for Stockholders....................................... 3
Section 5. Meaning of Certain Terms........................................... 3

ARTICLE III STOCKHOLDERS....................................................... 4

Section 1. Stockholder Meetings............................................... 4
Section 2. Informal Action.................................................... 7

ARTICLE IV BOARD OF DIRECTORS................................................. 7

Section 1. Functions and Definition........................................... 7
Section 2. Qualifications and Number.......................................... 8
Section 3. Election and Term.................................................. 8
Section 4. Meetings............................................................ 8
Section 5. Removal of Directors................................................ 9
Section 6. Committees......................................................... 10
Section 7. Informal Action.................................................... 10

ARTICLE V OFFICERS........................................................... 10

Section 1. Officers........................................................... 10
Section 2. Election of Officers............................................... 10
Section 3. Subordinate Officers............................................... 11
Section 4. Compensation of Officers........................................... 11
Section 5. Term of Office; Removal and Vacancies.............................. 11
Section 6. Chairman of the Board.............................................. 11

Section 7. Vice Chairman of the Board......................................... 11
Section 8. President.......................................................... 11
Section 9. Vice President..................................................... 12
Section 10. Secretary.......................................................... 12
Section 11. Assistant Secretaries.............................................. 12
Section 12. Treasurer.......................................................... 12
Section 13. Assistant Treasurer................................................ 13

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS......................................... 13

ARTICLE VII STOCK LEDGER....................................................... 14

ARTICLE VIII GENERAL PROVISIONS................................................. 14

Section 1. Dividends.......................................................... 14
Section 2. Payment of Dividends............................................... 14
Section 3. Checks............................................................. 14
Section 4. Fiscal Year........................................................ 14
Section 5. Corporate Seal..................................................... 14
Section 6. Manner of Giving Notice........................................... 15
Section 7. Waiver of Notice................................................... 15
Section 8. Annual Statement................................................... 15
Section 9. Record Keeping..................................................... 15

ARTICLE IX AMENDMENTS......................................................... 15

AMENDED AND RESTATED BYLAWS

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

ARTICLE I
OFFICES

Section 1. Registered Office. The address of the initial principal
office of the corporation in the State of Maryland and the name and the address
of the initial resident agent of the corporation in the State of Maryland are
set forth in the Articles of Incorporation.

Section 2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Maryland as the Board of
Directors may from time to time determine or the business of the corporation may
require.

ARTICLE II
STOCK

Section 1. Certificates Representing Stock. Certificates
representing shares of stock shall set forth thereon the statements prescribed
by Section 2-211 of the Maryland General Corporation Law and by any other
applicable provision of law and shall be signed by the President or the Chairman
of the Board, if any, or a Vice-President and countersigned by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be
sealed with the corporate seal or a facsimile of it or in any other form. The
signatures of any such officers may be either manual or facsimile signatures. In
case any such officer who has signed manually or by facsimile any such
certificate ceases to be such officer before the certificate is issued, it may
nevertheless be issued by the corporation with the same effect as if the officer
had not ceased to be such officer as of the date of its issue.

No certificate representing shares of stock shall be issued for any
share of stock until such share is fully paid, except as otherwise authorized by
the provisions of Section 2-210 of the Maryland General Corporation Law.

The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner
of any such certificate to give bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim that may arise by reason of the
issuance of a new certificate.

Upon compliance with the provisions of Section 2-514 of the Maryland
General Corporation Law, the Board of Directors of the corporation may adopt by
resolution a procedure by which a stockholder of the corporation may certify in
writing to the corporation that any shares registered in the name of the
stockholder are held for the account of a specified person other than the
stockholder.

Section 2. Fractional Share Interests or Scrip. The corporation
may, but shall not be obliged to, issue fractional shares of stock, eliminate a
fractional interest by rounding off to a full share of stock, arrange for the
disposition of a fractional interest by the person entitled to it, pay cash for
the fair value of a fractional share of stock determined as of the time when the
person entitled to receive it is determined, or issue scrip or other evidence of
ownership which shall entitle its holder to exchange such scrip or other
evidence of ownership aggregating a full share for a certificate which
represents the share; but such scrip or other evidence of ownership shall not,
unless otherwise provided, entitle the holder to exercise any voting right, or
to receive dividends thereon or to participate in any of the assets of the
corporation in the event of liquidation. The Board of Directors may impose any
reasonable condition on the issuance of scrip or other evidence of ownership,
and may cause such scrip or evidence of ownership to be issued subject to the
condition that it shall become void if not exchanged for a certificate
representing a full share of stock before a specified date or subject to the
condition that the shares for which such scrip or evidence of ownership is
exchangeable may be sold by the corporation and the proceeds thereof distributed
to the holders of such scrip or evidence of ownership, or subject to a provision
for forfeiture of such proceeds to the corporation if not claimed within a
period of not less than three years from the date the scrip or other evidence of
ownership was originally issued.

Section 3. Share Transfers. Upon compliance with provisions
restricting the transferability of shares of stock, if any, transfers of shares
of stock of the corporation shall be made only on the stock transfer books of
the corporation by the record holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon, if any.

Section 4. Record Date for Stockholders. The Board of Directors
may set a record date or direct that the stock transfer books be closed for a
stated period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
to vote at a meeting, to receive a dividend, or to be allotted other rights;
provided, that, except as may be otherwise provided herein, any such record date
may not be prior to the close of business on the day the record date is fixed,
shall be not more than ninety days before the date on which the action requiring
the determination will be taken, that any such closing of the transfer books may
not be for a period longer than twenty days, and that, in the case of a meeting
of stockholders, any such record date or any such closing of the transfer books
shall be at least ten days before the date of the meeting. If a record date is
not set, and, if the stock transfer books are not closed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the later of either the close of business on the day on
which notice of the meeting is mailed or the thirtieth day before the meeting,
and the record date for determining stockholders entitled to receive payment or
a dividend or an allotment of any rights shall be the close of business on the
date on which the resolution of the Board of Directors declaring the dividend or
allotment of rights is adopted, by any such payment of a dividend or allotment
of rights shall not be made more than sixty days after the date on which the
resolution is adopted; and a meeting of stockholders convened on the date for
which it was called may be adjourned from time to time without further notice to
a date not more than one hundred and twenty days after the original record date.

Section 5. Meaning of Certain Terms. As used herein in respect of
the right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share of stock" or "shares of stock" or
"stockholder" or "stockholders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock. Said
reference is also intended to include any outstanding share or shares of stock
and any holder or holders of record of outstanding shares of stock of any class
or series upon which or upon whom the Articles of Incorporation confer such
rights where there are two or more classes or series of shares or upon which or
upon whom the provisions of the Maryland General Corporation Law may confer such
rights or the right of dissent notwithstanding that the Articles of
Incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder.

ARTICLE III
STOCKHOLDERS

Section 1. Stockholder Meetings.

(a) TIME.

(i) Annual Meetings. The corporation shall hold an
annual meeting of its stockholders to elect directors and transact any other
business within its powers, either at 9:00 a.m. on the second Tuesday of May in
each year if not a legal holiday, or at such other time or such other day
falling on or before the 30th day thereafter as shall be set by the Board of
Directors.

(ii) Special Meetings. At any time in the interval
between annual meetings, a special meeting of the stockholders may be called by
the Chairman of the Board or the Vice-Chairman of the Board or the President or
by a majority of the Board of Directors by vote at a meeting or in writing
(addressed to the Secretary of the corporation) with or without a meeting.
Special meetings of the stockholders shall be called as may be required by law.

(b) PLACE. Annual meetings and special meetings shall be
held at such place, either within the State of Maryland or at such other place
within the United States, as the directors may, from time to time, set. Whenever
the directors shall fail to set such place, or, whenever stockholders entitled
to call a special meeting shall call the same, and a place of meeting is not
set, the meeting shall be held at the principal office of the corporation in the
State of Maryland.

(c) CALL. Annual meetings may be called by the directors or
the President or by any officer instructed by the directors or the President to
call the meeting. Except as may be otherwise provided by the provisions of the
Maryland General Corporation Law, special meetings may be called in like manner.
Special meetings shall also be called by the Secretary whenever the holders of
shares entitled to at least twenty-five percent of all the votes entitled to be
cast at such meeting shall make a written request that such meeting be called.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written notice of all meetings shall be given by the Secretary and shall state
the time and place of the meeting. The notice of an annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall (if any
other action which could be taken at a special meeting is to be taken at such
annual meeting) contain any additional statements required in a notice of a
special meeting, and shall include a copy of any requisite statements or
provisions prescribed by the provisions of the Maryland General Corporation Law;
provided, however, that any business of the corporation may be transacted at any
annual meeting without being specially noticed unless the provisions of the
Maryland General Corporation Law provide otherwise. The notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called and shall include a copy of any requisite statements or
provisions prescribed by the provisions of the Maryland General Corporation Law.
Written notice of any meeting shall be given to each stockholder either by mail
at the address as it appears on the records of the corporation or by personal
delivery to such stockholder or by leaving such notice at his residence or usual
place of business not less than ten days and not more than ninety days before
the date of the meeting, unless any provision of the Maryland General
Corporation Law shall prescribe a different period of time. If mailed, notice
shall be deemed to be given when deposited in the United States mail addressed
to the stockholder at his address as it appears on the records of the
corporation with postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be given under the
provisions of the Articles of Incorporation, these Bylaws or of the provisions
of the Maryland General Corporation Law, such notice may be waived by a writing
signed by the stockholder and filed with records of the meeting, whether before
or after the holding thereof, or by his presence in person or by proxy at the
meeting. The foregoing requirements of notice shall also apply, whenever the
corporation shall have any class of stock which is not entitled to vote, to
holders of stock who are not entitled to vote at the meeting, but who are
entitled to notice thereof and to dissent from any action taken thereat.

(e) STATEMENT OF AFFAIRS. The President of the corporation,
or, if the Board of Directors shall determine otherwise, some other executive
officer thereof, shall prepare or cause to be prepared annually a full and
correct statement of the affairs of the corporation, including a balance sheet
and a financial statement of operations for the preceding fiscal year, which
shall be submitted at the Annual Meeting and placed on file within twenty days
thereafter at the principal office of the corporation in the State of Maryland.

(f) CONDUCT OF MEETINGS. Meetings of the stockholders shall
be presided over by one of the following officers in the order of seniority and
if present and acting: the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, a Vice-President, or, if none of the foregoing
is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

(g) ADJOURNMENT. Whether or not a quorum is present, a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time without further notice by the Chairman of the
meeting, or by a majority vote of the stockholders present in person or by
proxy, to a date not more than 120 days after the original record date. Any
business which might have been transacted at the meeting as originally notified
may be deferred and transacted at any such adjourned meeting at which a quorum
shall be present.

(h) PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether for the purposes of determining
his presence at a meeting, or whether by waiving notice of any meeting, voting
or participating at a meeting, or expressing consent or dissent without a
meeting, or otherwise. Every proxy shall be executed in writing by the
stockholder or by his duly authorized attorney in fact, and filed with the
Secretary of the corporation. No proxy shall be valid more than eleven months
from the date of its execution, unless the proxy provides otherwise.

(i) INSPECTORS OF ELECTION. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting, by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares outstanding and the
voting power of each, the shares presented at the meeting, the existing of a
quorum, the validity and effect of proxies,

and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting or any stockholder, the inspector
or inspectors, if any, shall make a report in writing of any challenge, question
or matter determined by him or them and execute a certificate of any fact found
by him or them.

(j) QUORUM. Except as may otherwise be required by the
provisions of the Maryland General Corporation Law, the Articles of
Incorporation, or these Bylaws, the presence in person or by proxy at a meeting
of the stockholders entitled to cast at least a majority of the votes entitled
to be cast at the meeting shall constitute a quorum.

(k) VOTING. Each share of stock shall entitle the holder
thereof to one vote on each matter submitted to a vote at a meeting of
stockholders except in the election of directors, at which each share of stock
may be voted for as many individuals as there are directors to be elected and
for whose election the share is entitled to be voted may be cast for as many
persons as there are directors to be elected. Except as may otherwise be
provided in the provisions of the Maryland General Corporation Law, the Articles
of Incorporation or these Bylaws, a majority of all the votes cast at a meeting
of stockholders at which a quorum is present shall be sufficient to approve any
matter which may properly come before the meeting. A plurality of all the votes
cast at a meeting of stockholders at which a quorum is present is sufficient to
elect a director.

Section 2. Informal Action. Any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting if the
following are filed with the records of the meeting: an unanimous written
consent which sets forth the action and is signed by each stockholder entitled
to vote on the matter, and, as applicable, a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote at it.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Functions and Definition. The business and affairs of
the corporation shall be managed by or under the direction of its Board of
Directors. All powers of the corporation may be exercised by or under authority
of said Board

of Directors. The use of the phrase "entire board" herein refers to the total
number of directors which the corporation would have if there were no vacancies.

Section 2. Qualifications and Number. Each director shall be a
natural person at least 18 years of age. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Maryland. The
initial Board of Directors shall consist of the persons set forth in the
Articles of Incorporation. Thereafter the number of directors constituting the
entire board shall consist of not less than three (3) nor more than nine (9)
persons who shall be chosen by the stockholders. Each member of the Board of
Directors shall serve for a period of one (1) year.

Section 3. Election and Term. The first Board of Directors shall
consist of the directors named in the Articles of Incorporation and shall hold
office until the first annual meeting of stockholders or until their successors
have been elected and qualified. Thereafter, directors who are elected at an
annual meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders and until their successors have been elected and
qualified. In the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors, newly created
directorships and any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors by the stockholders which have not been
filled by said stockholders, may be filled by the Board of Directors. Newly
created directorships shall be filled by action of a majority of the entire
Board of Directors. All other vacancies to be filled by the Board of Directors
may be filled by a majority of the remaining members of the Board of Directors,
whether or not sufficient to constitute a quorum. A director elected by the
Board of Directors to fill a vacancy serves until the next annual meeting of
stockholders and until his successor is elected and qualified.

Section 4. Meetings.

(a) TIME. Meetings shall be held at such time as the Board
shall set, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.

(b) PLACE. Meetings shall be held at such place within or
without the State of Maryland as shall be set by the Board.

(c) CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, of the President, or of a
majority of the directors in office.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall
be required for regular meetings for which the time and place have been fixed.
Written, oral or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to be
transacted or the purpose of the meeting. Whenever any notice of the time,
place, or purpose of any meeting of directors or any committee thereof is
required to be given under the provisions of the Maryland General Corporation
Law or of these Bylaws, such notice may be waived by a writing signed by the
director or committee member entitled to such notice and filed with the records
of the meeting, whether before or after the meeting, or by presence at the
meeting.

(e) QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or vacancies prevents
such majority, whereupon a majority of the directors in office shall constitute
a quorum, provided such majority shall constitute at least one-third of the
entire Board and, in no event, less than two directors (provided, that whenever
the entire Board of Directors consists of one director, that one director shall
constitute a quorum). Except as in the Articles of Incorporation and herein
otherwise provided and, except as in provisions of the Maryland General
Corporation Law otherwise provided, the action of a majority of the directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors. Members of the Board of Directors or of a committee thereof
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time; and participation by such means shall constitute
presence in person at a meeting.

(f) CHAIRMAN OF THE MEETING. The Chairman of the Board, if
any and if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other director chosen by the Board,
shall preside.

Section 5. Removal of Directors. Any or all of the directors may be
removed, with or without cause by the affirmative vote of a majority of all the
votes entitled to be cast for the election of directors.

Section 6. Committees. The Board of Directors may appoint from
among its members an Executive Committee and other committees composed of two or
more directors, and may delegate to such committee or committees any of the
powers of the Board of Directors except such powers as may not be delegated
under the provisions of the Maryland General Corporation Law. In the absence of
any member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.

Section 7. Informal Action. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if a written consent to such action is signed by all
members of the Board of Directors or any such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
any such committee.

ARTICLE V
OFFICERS

Section 1. Officers. The corporation shall have a President, a
Secretary, and a Treasurer, and may have a Chairman of the Board, a
Vice-Chairman of the Board and one or more Vice-Presidents, who shall be elected
by the Board of Directors, and may also have any such other officers, assistant
officers, and agents as the Board of Directors shall authorize from time to
time, each of whom shall be elected or appointed in the manner prescribed by the
Board of Directors. Any two or more offices, except those of President,
Vice-Chairman and Vice-President, may be held by the same person, but no person
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law to be executed, acknowledged or verified
by more than one officer. Unless otherwise provided in the resolution of
election or appointment, each officer shall hold office until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his successor has been elected or appointed or qualified. The officers and
agents of the corporation shall have the authority and perform the duties in the
management of the corporation as determined by the resolution electing or
appointing them.

Section 2. Election of Officers. The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.

Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

Section 4. Compensation of Officers. The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.

Section 5. Term of Office; Removal and Vacancies. The officers of
the corporation shall hold office until their successors are chosen and qualify
in their stead. Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors whenever, in its judgment, the best interests of the corporation will
be served thereby. If the office of any officer or officers becomes vacant for
any reason, the vacancy shall be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board shall
be the Chief Executive Officer of the corporation and shall, subject to the
control of the Board of Directors, have general supervision, direction and
control of the business and affairs of the corporation. If present, he shall
preside at all meetings of the stockholders and at all meetings of the Board of
Directors. He shall be an ex-officio member of all committees and shall have the
general powers and duties of management usually vested in the office of
President and Chief Executive Officer of the corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or these
Bylaws.

Section 7. Vice Chairman of the Board. The Vice Chairman of the
Board, if such an officer be elected, shall preside in the absence or disability
of the Chairman of the Board at all meetings of the stockholders and at all
meetings of the Board of Directors, and shall exercise and perform such other
powers and duties as may be from time to time assigned to him by the Board of
Directors or prescribed by these Bylaws.

Section 8. President. In the absence or disability of the Chairman
of the Board, the President shall perform all of the duties of the Chief
Executive Officer of the corporation, and when so acting shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. The President shall have such other duties as from time to time may be
prescribed for him by the Board of Directors.

Section 9. Vice President. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall have such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors.

Section 10. Secretary. The Secretary shall attend all sessions of
the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required by the Board
of Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these Bylaws. He shall keep in
safe custody the seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest to the seal by his signature.

Section 11. Assistant Secretaries. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

Section 12. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the corporation. If required by the Board of
Directors, he shall give the corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the

Board of Directors, for the faithful performance of the duties of his office and
for the restoration of the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

Section 13. Assistant Treasurer. The Assistant Treasurer, of if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

ARTICLE VI
INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

The corporation shall, to the maximum extent permitted by the Maryland
General Corporation Law indemnify each of its directors and officers against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact any such person is or was a director or officer of the corporation and
shall advance to such director or officer expenses incurred in defending any
such proceeding to the maximum extent permitted by such law. For purposes of
this Article VI, a "director" or "officer" of the corporation includes any
person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, or other enterprise, or was a director or officer of a corporation
which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation. The Board of Directors may in
its discretion provide by resolution for such indemnification of, or advance of
expenses to, other agents of the corporation, and likewise may refuse to provide
for such indemnification or advance of expenses except to the extent such
indemnification is mandatory under the Maryland General Corporation Law.

ARTICLE VII
STOCK LEDGER

The corporation shall maintain, at its principal office in the State of
Maryland or at a business office or an agency of the corporation an original or
duplicate stock ledger containing the name and address of each stockholder and
the number of shares of each class held by each stockholder. Such stock ledger
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection.

ARTICLE VIII
GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 2. Payment of Dividends. Before payment of any dividend
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.

Section 3. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

Section 5. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall determine or the law
require.

Section 6. Manner of Giving Notice. Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by telegram.

Section 7. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed to be equivalent.

Section 8. Annual Statement. The Board of Directors shall present
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

Section 9. Record Keeping. The corporation shall keep at its
principal office in the State of Maryland the original or a certified copy of
the Bylaws, including all amendments thereto, and shall duly file thereat the
annual statements of affairs of the corporation.

ARTICLE IX
AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the Articles of Incorporation, at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Articles of Incorporation it shall
not divest or limit the power of the stockholders to adopt, amend or repeal
Bylaws.

19
APARTMENT INVESTMENT AND MANAGEMENT COMPANY

Amendment to Article IV, Section 6 of the Bylaws

Adopted October 21, 1998

Existing Article IV, Section 6:

Proposed Article IV, Section 6:

Section 6. Committees. The Board of Directors may appoint from
among its members an Executive Committee and other committees composed of one or
more directors and delegate to these committees any of the powers of the Board
of Directors, except the power to authorize dividends on stock, elect directors,
issue stock other than as provided in the next sentence, recommend to the
stockholders any action which requires stockholder approval, amend these
By-Laws, or approve any merger or share exchange which does not require
stockholder approval. If the Board of Directors has given general authorization
for the issuance of stock providing for or establishing a method or procedure
for determining the maximum number of shares to be issued, a committee of the
Board, in accordance with that general authorization or any stock option or
other plan or program adopted by the Board of Directors, may authorize or fix
the terms of stock subject to classification or reclassification and the terms
on which any stock may be issued, including all terms and conditions required or
permitted to be established or authorized by the Board of Directors. Each
committee may fix rules of procedure for its business. A majority of the members
of a committee shall constitute a quorum for the transaction of business and the
act of a majority of those present at a meeting at which a quorum is present
shall be the act of the committee. The members of a committee present at any
meeting, whether or not they constitute a quorum, may appoint a director to act
in the place of an absent member.