Sec Form 4 Filing - KOMPANIEZ PETER K @ AIMCO PROPERTIES LP - 2004-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KOMPANIEZ PETER K 2. Issuer Name and Ticker or Trading Symbol AIMCO PROPERTIES LP [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & Vice Chairman (Last) (First) (Middle) 4582 S. ULSTER STREET PARKWAY, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2004 (Street) DENVER, CO80237 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Partnership Common Units 02/09/2004 A 2,346 A 15,256 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOMPANIEZ PETER K 4582 S. U LSTER STREET PARKWAY SUITE 1100 DENVER, CO80237 X President & Vice Chairman Signatures Peter K. Kompaniez 02/11/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person acquired the partnership common units in exchange for interests in a limited liability company holding interests in real estate and other assets having an estimated market value of approximately $81,558.60. The number of partnership common units issued in exchange for such interests was determined based on the average of the closing prices of the Class A Common Stock of Apartment Investment and Management Company on the New York Stock Exchange during the ten trading day period ended on the last trading day immediately prior to the date set forth in the Contribution Agreement, which for a portion of the interests (having an estimated value of approximately $38,820.20) was $34.676 per share and for a portion of the interests (having an estimated value of approximately $42,738.40) was $34.846 per share. ( 2 )In addition to these 15,256 partnership common units held directly, 31,500 partnership common units are held indirectly by a corporation in which the reporting person has a 75% interest (23,625 partnership common units). The 7,875 partnership common units attributable to the 25% stockholder unaffiliated with the reporting person are excluded pursuant to a contractual arrangement that prohibits the reporting person from exercising voting or dispositive control over the 7,875 partnership common units. The reporting person has no pecuniary interest in, or beneficial ownership of, these 7,875 partnership common units.

Remarks: The reporting person is the Vice Chairman and President of the general partner of the issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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