As filed with the Securities and Exchange Commission on May 20, 1997
  
                                         Registration No. 333-             

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                    

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                                     

                        ASSOCIATED ESTATES REALTY CORPORATION
                (Exact name of Registrant as specified in its charter)
<TABLE>
         <S>                                   <C>
                       Ohio                                 34-1747603
         (State or other jurisdiction of       (I.R.S. Employer Identification No.)
          incorporation or organization)
</TABLE>

<TABLE>
   <S>                                                      <C>
   5025 Swetland Court, Richmond Heights, Ohio              44143-1467
     (Address of Principal Executive Offices)               (Zip Code)
</TABLE>
                                                   
                        THE AERC 401(k) SAVINGS PLAN AND TRUST
                               (Full title of the plan)
                                                    

                                 Jeffrey I. Friedman
                        Associated Estates Realty Corporation
                                 5025 Swetland Court
                          Richmond Heights, Ohio 44143-1467
                       (Name and Address of Agent For Service)

                                    (216) 261-5000
            (Telephone Number, Including Area Code, of Agent For Service)
                                            

                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                     Proposed       Proposed
      Title of                       Maximum       Maximum
     Securities        Amount       Offering      Aggregate      Amount Of
       To Be           To Be        Price Per      Offering     Registration
     Registered    Registered(1)    Share(2)       Price(2)         Fee
 
   <S>             <C>              <C>            <C>          <C>
       Common
      Shares,
    without par        45,000        $22-1/8       $995,625       $301.70
       value

    <FN>

          (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement
               also covers an indeterminate amount of interests to be offered or sold pursuant to
               the employee benefit plan described herein.

          (2)  The registration fee has been calculated pursuant to Rule 457(c) and (h) based on the
               average of the high and low sale prices on May 16, 1997, of the Registrant's Common
               Shares as reported on the New York Stock Exchange.
</FN>
</TABLE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



          Item 3. Incorporation of Documents by Reference.

               The documents listed in (a) through (c) below are
          incorporated by reference in the Registration Statement.  All
          documents filed by the Registrant pursuant to Sections 13(a),
          13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act") subsequent to the date of the filing of this
          Registration Statement and prior to the filing of a post-
          effective amendment that indicates that all securities registered
          hereunder have been sold, or that deregisters all securities then
          remaining unsold, shall be deemed to be incorporated by reference
          in the Registration Statement and to be a part hereof from the
          date of the filing of such documents.

                    (a)  The Registrant's Annual Report on Form 10-K for
                         the year ended December 31, 1996;

                    (b)  All other reports filed by the Registrant pursuant
                         to Section 13(a) or 15(d) of the Exchange Act
                         since the Annual Report on Form 10-K referenced
                         above; and

                    (c)  The description of the Company's Common Shares
                         contained in the Company's Registration Statement
                         on Form 8-A dated October 14, 1993.


          Item 6. Indemnification of Directors and Officers.

               The Ohio Revised Code (the "Ohio Code") authorizes Ohio
          corporations to indemnify officers and directors from liability
          if the officer or director acted in good faith and in a manner
          reasonably believed by the officer or director to be in or not
          opposed to the best interests of the corporation, and, with
          respect to any criminal actions, if the officer or director had
          no reason to believe his action was unlawful.  In the case of an
          action by or on behalf of a corporation, indemnification may not
          be made (i) if the person seeking indemnification is adjudged
          liable for negligence or misconduct, unless the court in which
          such action was brought determines such person is fairly and
          reasonably entitled to indemnification, or (ii) if liability
          asserted against such person concerns certain unlawful
          distributions.  The indemnification provisions of the Ohio Code
          require indemnification if a director or officer has been
          successful on the merits or otherwise in defense of any action,
          suit or proceeding that he was a party to by reason of the fact
          that he is or was a director or officer of the corporation.  The
          indemnification authorized under Ohio law is not exclusive and is
          in addition to any other rights granted to officers and directors
          under the articles of incorporation or code of regulations of the
          corporation or any agreement between officers and directors and
          the corporation.  A corporation may purchase and maintain
          insurance or furnish similar protection on behalf of any officer
          or director against any liability asserted against him and
          incurred by him in his capacity, or arising out of the status, as
          an officer or director, whether or not the corporation would have
          the power to indemnify him against such liability under the Ohio
          Code.

               The Registrant's Code of Regulations provides for the
          indemnification of directors and officers of the Registrant to
          the maximum extent permitted by Ohio law as authorized by the
          Board of Directors of the Registrant and for the advancement of
          expenses incurred in connection with the defense of any action,
          suit or proceeding that he was a party to by reason of the fact
          that he is or was a director or officer of the Registrant upon
          the receipt of an undertaking to repay such amount unless it is
          ultimately determined that the director or officer is entitled to
          indemnification.

               The Registrant maintains a directors' and officers'
          insurance policy which insures the directors and officers of the
          Registrant from claims arising out of an alleged wrongful act by
          such persons in their respective capacities as directors and
          officers of the Registrant, subject to certain exceptions.

               The Registrant has entered into indemnification agreements
          with its directors and officers which provide for indemnification
          to the fullest extent permitted under Ohio law.

          Item 8.   Exhibits.
<TABLE>
<CAPTION>
                                                                 
   Exhibit Number                   Description of Exhibit

     <S>           <C>      
     4.1           The AERC 401(k) Savings Plan and Trust

     4.2           Second Amended and Restated Articles of Incorporation of
                      Associated Estates Realty Corporation(1)

     4.3           Code of Regulations of Associated Estates Realty
                      Corporation(1)

     5             Opinion of Baker & Hostetler LLP as to legality of the 
                      Common Shares

     23.1          Consent of Price Waterhouse LLP

     23.2          Consent of Baker & Hostetler LLP (included in Opinion
                      filed as Exhibit 5 hereto)

     <FN>                        
          (1)  Incorporated by reference from the Registrant's Registration Statement on Form S-11
               filed June 30, 1994 (Registration No. 33-80950).

               The Registrant hereby undertakes that the Plan and any amendment thereto will be
          submitted to the Internal Revenue Service ("IRS") in a timely manner and all changes
          required by the IRS in order to qualify the Plan will be made.
</FN>
</TABLE>

 
            Item 9. Undertakings

               The undersigned Registrant hereby undertakes:

                    (1)  To file, during any period in which offers or
                         sales are being made, a post-effective amendment
                         to this Registration Statement to include any
                         material information with respect to the plan of
                         distribution not previously disclosed in the
                         Registration Statement or any material change to
                         such information in the Registration Statement;

                    (2)  That, for the purpose of determining any liability
                         under the Securities Act of 1933 (the "Act"), each
                         such post-effective amendment shall be deemed to
                         be a new registration statement relating to the
                         securities offered therein, and the offering of
                         such securities at that time shall be deemed to be
                         the initial bona fide offering thereof; and 

                    (3)  To remove from registration by means of a post-
                         effective amendment any of the securities being
                         registered which remain unsold at the termination
                         of the offering.

               The undersigned Registrant further undertakes that, for
          purposes of determining any liability under the Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act and each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the
          Exchange Act that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
          Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions described
          under Item 6 above or otherwise, the Registrant has been advised
          that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the
          Act and is therefore unenforceable.  In the event that a claim
          for indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in connection
          with the securities being registered, the Registrant will, unless
          in the opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is
          against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.


                                    EXHIBIT INDEX
<TABLE>
<CAPTION>
    Exhibit Number            Description of Exhibit   
     <S>            <C>

     4.1            The AERC 401(k) Savings Plan and Trust

     4.2            Second Amended and Restated Articles of Incorporation of
                      Associated Estates Realty Corporation(1)

     4.3            Code of Regulations of Associated Estates Realty
                      Corporation(1)

     5              Opinion of Baker & Hostetler LLP as to legality of the
                      Common Shares

     23.1           Consent of Price Waterhouse LLP

     23.2           Consent of Baker & Hostetler LLP (included in Opinion filed
                      as Exhibit 5 hereto)

<FN>

          (1)  Incorporated by reference from the Registrant's Registration Statement on Form S-11
               filed June 30, 1994 (Registration No. 33-80950).

</FN>
</TABLE>

                                      Signatures

          The Registrant.  Pursuant to the requirements of the Securities
          act of 1933, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and has duly caused this Registration
          Statement to be signed on its behalf by the undersigned,
          thereunto duly authorized, in the city of Richmond Heights, State
          of Ohio, on May 20, 1997.

                                   ASSOCIATED ESTATES REALTY CORPORATION


                                    By:/s/ Jeffrey I. Friedman
                                    ------------------------------
                                      Jeffrey I. Friedman,Chairman 
                                        of the Board, President 
                                        and Chief Executive Officer

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Jeffrey I.
          Friedman, Dennis W. Bikun and Martin A. Fishman, or any one of
          them, his true and lawful attorneys-in-fact and agents, with full
          power of substitution and resubstitution, for him and in his
          name, place and stead, in any and all capacities, to sign any and
          all pre- or post-effective amendments to this Registration
          Statement, and to file the same, with all exhibits thereto, and
          other documents in connection therewith, with the Securities and
          Exchange Commission, granting unto said attorneys-in-fact and
          agents, and each of them, full power and authority to do and
          perform each and every act and thing requisite and necessary to
          be done in and about the premises, as fully to all intents and
          purposes as he might or could do in person, hereby ratifying and
          confirming all that said attorneys-in-fact and agents or any of
          them, or their or his substitute or substitutes, may lawfully do
          or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed by the following
          persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                        Title                     Date     
   <S>                      <C>                                 <C>

   /s/ Jeffrey I. Friedman  Chairman of the Board, President    May 20, 1997
   -----------------------  Chief Executive Officer & Director
   Jeffrey I. Friedman      (Principal Executive Officer)

   /s/ Dennis W. Bikun      Chief Financial Officer (Principal  May 20, 1997
   -----------------------  Financial Officer and Principal
   Dennis W. Bikun          Accounting Officer)

   /s/ Albert T. Adams      Director                            May 20, 1997
   -----------------------
   Albert T. Adams

   /s/Gerald C. McDonough   Director                            May 20, 1997
   -----------------------
   Gerald C. McDonough

   /s/ Mark L. Milstein     Director                            May 20, 1997
   -----------------------
   Mark L. Milstein

   /s/ Frank E. Mosier      Director                            May 20, 1997
   -----------------------
   Frank E. Mosier

   /s/ Richard T. Schwarz   Director                            May 20, 1997
   -----------------------
   Richard T. Schwarz

   /s/ Jerome Spevack       Director                            May 20, 1997
   -----------------------
   Jerome Spevack

</TABLE>

          The Plan.  Pursuant to the requirements of the Securities Act of
          1933, the trustees (or other persons who administer the employee
          benefit plan) have duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly
          authorized, in the City of Richmond Heights, State of Ohio, on
          May 20, 1997.

                                      THE AERC 401(k) SAVINGS PLAN AND
                                        TRUST


                                        By:/s/ Dennis W. Bikun        
                                        --------------------------
                                           Dennis W. Bikun, Member, 
                                           Plan Committee

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed by the following
          persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                  Title                Date     
 
   <S>                      <C>                      <C>
   /s/ Dennis W. Bikun      Member, Plan Committee   May 20, 1997
   ----------------------
   Dennis W. Bikun

   /s/ Lita Weiss           Member, Plan Committee   May 20, 1997
   ----------------------
   Lita Weiss

   /s/ Nan Zieleniec        Member, Plan Committee   May 20, 1997
   ----------------------
   Nan Zieleniec
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18692}]
{"company-data": {"conformed-name": "ASSOCIATED ESTATES REALTY CORP", "cik": "0000911635", "assigned-sic": "6798", "irs-number": "341747603", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27429", "film-number": "97611576"}, "business-address": {"street1": "5025 SWETLAND COURT", "city": "RICHMOND HEIGHTS", "state": "OH", "zip": "44143-1467", "phone": "2162615000"}, "mail-address": {"street1": "5025 SWETLAND CT", "city": "RICHMOND HEIGHTS", "state": "OH", "zip": "44143-1467"}}
As filed with the Securities and Exchange Commission on May 20, 1997
  
                                         Registration No. 333-             

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                    

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                                     

                        ASSOCIATED ESTATES REALTY CORPORATION
                (Exact name of Registrant as specified in its charter)
Ohio                                 34-1747603
         (State or other jurisdiction of       (I.R.S. Employer Identification No.)
          incorporation or organization)
5025 Swetland Court, Richmond Heights, Ohio              44143-1467
     (Address of Principal Executive Offices)               (Zip Code)
THE AERC 401(k) SAVINGS PLAN AND TRUST
                               (Full title of the plan)
                                                    

                                 Jeffrey I. Friedman
                        Associated Estates Realty Corporation
                                 5025 Swetland Court
                          Richmond Heights, Ohio 44143-1467
                       (Name and Address of Agent For Service)

                                    (216) 261-5000
            (Telephone Number, Including Area Code, of Agent For Service)
                                            

                            CALCULATION OF REGISTRATION FEE
Proposed       Proposed
      Title of                       Maximum       Maximum
     Securities        Amount       Offering      Aggregate      Amount Of
       To Be           To Be        Price Per      Offering     Registration
     Registered    Registered(1)    Share(2)       Price(2)         Fee
Common
      Shares,
    without par        45,000        $22-1/8       $995,625       $301.70
       value
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement
               also covers an indeterminate amount of interests to be offered or sold pursuant to
               the employee benefit plan described herein.

          (2)  The registration fee has been calculated pursuant to Rule 457(c) and (h) based on the
               average of the high and low sale prices on May 16, 1997, of the Registrant's Common
               Shares as reported on the New York Stock Exchange.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference.

               The documents listed in (a) through (c) below are
          incorporated by reference in the Registration Statement.  All
          documents filed by the Registrant pursuant to Sections 13(a),
          13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act") subsequent to the date of the filing of this
          Registration Statement and prior to the filing of a post-
          effective amendment that indicates that all securities registered
          hereunder have been sold, or that deregisters all securities then
          remaining unsold, shall be deemed to be incorporated by reference
          in the Registration Statement and to be a part hereof from the
          date of the filing of such documents.

                    (a)  The Registrant's Annual Report on Form 10-K for
                         the year ended December 31, 1996;

                    (b)  All other reports filed by the Registrant pursuant
                         to Section 13(a) or 15(d) of the Exchange Act
                         since the Annual Report on Form 10-K referenced
                         above; and

                    (c)  The description of the Company's Common Shares
                         contained in the Company's Registration Statement
                         on Form 8-A dated October 14, 1993.

          Item 6. Indemnification of Directors and Officers.

               The Ohio Revised Code (the "Ohio Code") authorizes Ohio
          corporations to indemnify officers and directors from liability
          if the officer or director acted in good faith and in a manner
          reasonably believed by the officer or director to be in or not
          opposed to the best interests of the corporation, and, with
          respect to any criminal actions, if the officer or director had
          no reason to believe his action was unlawful.  In the case of an
          action by or on behalf of a corporation, indemnification may not
          be made (i) if the person seeking indemnification is adjudged
          liable for negligence or misconduct, unless the court in which
          such action was brought determines such person is fairly and
          reasonably entitled to indemnification, or (ii) if liability
          asserted against such person concerns certain unlawful
          distributions.  The indemnification provisions of the Ohio Code
          require indemnification if a director or officer has been
          successful on the merits or otherwise in defense of any action,
          suit or proceeding that he was a party to by reason of the fact
          that he is or was a director or officer of the corporation.  The
          indemnification authorized under Ohio law is not exclusive and is
          in addition to any other rights granted to officers and directors
          under the articles of incorporation or code of regulations of the
          corporation or any agreement between officers and directors and
          the corporation.  A corporation may purchase and maintain
          insurance or furnish similar protection on behalf of any officer
          or director against any liability asserted against him and
          incurred by him in his capacity, or arising out of the status, as
          an officer or director, whether or not the corporation would have
          the power to indemnify him against such liability under the Ohio
          Code.

               The Registrant's Code of Regulations provides for the
          indemnification of directors and officers of the Registrant to
          the maximum extent permitted by Ohio law as authorized by the
          Board of Directors of the Registrant and for the advancement of
          expenses incurred in connection with the defense of any action,
          suit or proceeding that he was a party to by reason of the fact
          that he is or was a director or officer of the Registrant upon
          the receipt of an undertaking to repay such amount unless it is
          ultimately determined that the director or officer is entitled to
          indemnification.

               The Registrant maintains a directors' and officers'
          insurance policy which insures the directors and officers of the
          Registrant from claims arising out of an alleged wrongful act by
          such persons in their respective capacities as directors and
          officers of the Registrant, subject to certain exceptions.

               The Registrant has entered into indemnification agreements
          with its directors and officers which provide for indemnification
          to the fullest extent permitted under Ohio law.

          Item 8.   Exhibits.
Exhibit Number                   Description of Exhibit
4.1           The AERC 401(k) Savings Plan and Trust

     4.2           Second Amended and Restated Articles of Incorporation of
                      Associated Estates Realty Corporation(1)

     4.3           Code of Regulations of Associated Estates Realty
                      Corporation(1)

     5             Opinion of Baker & Hostetler LLP as to legality of the 
                      Common Shares

     23.1          Consent of Price Waterhouse LLP

     23.2          Consent of Baker & Hostetler LLP (included in Opinion
                      filed as Exhibit 5 hereto)
(1)  Incorporated by reference from the Registrant's Registration Statement on Form S-11
               filed June 30, 1994 (Registration No. 33-80950).

               The Registrant hereby undertakes that the Plan and any amendment thereto will be
          submitted to the Internal Revenue Service ("IRS") in a timely manner and all changes
          required by the IRS in order to qualify the Plan will be made.
Item 9. Undertakings

               The undersigned Registrant hereby undertakes:

                    (1)  To file, during any period in which offers or
                         sales are being made, a post-effective amendment
                         to this Registration Statement to include any
                         material information with respect to the plan of
                         distribution not previously disclosed in the
                         Registration Statement or any material change to
                         such information in the Registration Statement;

                    (2)  That, for the purpose of determining any liability
                         under the Securities Act of 1933 (the "Act"), each
                         such post-effective amendment shall be deemed to
                         be a new registration statement relating to the
                         securities offered therein, and the offering of
                         such securities at that time shall be deemed to be
                         the initial bona fide offering thereof; and 

                    (3)  To remove from registration by means of a post-
                         effective amendment any of the securities being
                         registered which remain unsold at the termination
                         of the offering.

               The undersigned Registrant further undertakes that, for
          purposes of determining any liability under the Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act and each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the
          Exchange Act that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
          Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions described
          under Item 6 above or otherwise, the Registrant has been advised
          that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the
          Act and is therefore unenforceable.  In the event that a claim
          for indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in connection
          with the securities being registered, the Registrant will, unless
          in the opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is
          against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                    EXHIBIT INDEX
Exhibit Number            Description of Exhibit
4.1            The AERC 401(k) Savings Plan and Trust

     4.2            Second Amended and Restated Articles of Incorporation of
                      Associated Estates Realty Corporation(1)

     4.3            Code of Regulations of Associated Estates Realty
                      Corporation(1)

     5              Opinion of Baker & Hostetler LLP as to legality of the
                      Common Shares

     23.1           Consent of Price Waterhouse LLP

     23.2           Consent of Baker & Hostetler LLP (included in Opinion filed
                      as Exhibit 5 hereto)
(1)  Incorporated by reference from the Registrant's Registration Statement on Form S-11
               filed June 30, 1994 (Registration No. 33-80950).
Signatures

          The Registrant.  Pursuant to the requirements of the Securities
          act of 1933, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and has duly caused this Registration
          Statement to be signed on its behalf by the undersigned,
          thereunto duly authorized, in the city of Richmond Heights, State
          of Ohio, on May 20, 1997.

                                   ASSOCIATED ESTATES REALTY CORPORATION

                                    By:/s/ Jeffrey I. Friedman
                                    ------------------------------
                                      Jeffrey I. Friedman,Chairman 
                                        of the Board, President 
                                        and Chief Executive Officer

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Jeffrey I.
          Friedman, Dennis W. Bikun and Martin A. Fishman, or any one of
          them, his true and lawful attorneys-in-fact and agents, with full
          power of substitution and resubstitution, for him and in his
          name, place and stead, in any and all capacities, to sign any and
          all pre- or post-effective amendments to this Registration
          Statement, and to file the same, with all exhibits thereto, and
          other documents in connection therewith, with the Securities and
          Exchange Commission, granting unto said attorneys-in-fact and
          agents, and each of them, full power and authority to do and
          perform each and every act and thing requisite and necessary to
          be done in and about the premises, as fully to all intents and
          purposes as he might or could do in person, hereby ratifying and
          confirming all that said attorneys-in-fact and agents or any of
          them, or their or his substitute or substitutes, may lawfully do
          or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed by the following
          persons in the capacities and on the dates indicated.
Signature                        Title                     Date
/s/ Jeffrey I. Friedman  Chairman of the Board, President    May 20, 1997
   -----------------------  Chief Executive Officer & Director
   Jeffrey I. Friedman      (Principal Executive Officer)

   /s/ Dennis W. Bikun      Chief Financial Officer (Principal  May 20, 1997
   -----------------------  Financial Officer and Principal
   Dennis W. Bikun          Accounting Officer)

   /s/ Albert T. Adams      Director                            May 20, 1997
   -----------------------
   Albert T. Adams

   /s/Gerald C. McDonough   Director                            May 20, 1997
   -----------------------
   Gerald C. McDonough

   /s/ Mark L. Milstein     Director                            May 20, 1997
   -----------------------
   Mark L. Milstein

   /s/ Frank E. Mosier      Director                            May 20, 1997
   -----------------------
   Frank E. Mosier

   /s/ Richard T. Schwarz   Director                            May 20, 1997
   -----------------------
   Richard T. Schwarz

   /s/ Jerome Spevack       Director                            May 20, 1997
   -----------------------
   Jerome Spevack
The Plan.  Pursuant to the requirements of the Securities Act of
          1933, the trustees (or other persons who administer the employee
          benefit plan) have duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly
          authorized, in the City of Richmond Heights, State of Ohio, on
          May 20, 1997.

                                      THE AERC 401(k) SAVINGS PLAN AND
                                        TRUST

                                        By:/s/ Dennis W. Bikun        
                                        --------------------------
                                           Dennis W. Bikun, Member, 
                                           Plan Committee

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed by the following
          persons in the capacities and on the dates indicated.
Signature                  Title                Date
/s/ Dennis W. Bikun      Member, Plan Committee   May 20, 1997
   ----------------------
   Dennis W. Bikun

   /s/ Lita Weiss           Member, Plan Committee   May 20, 1997
   ----------------------
   Lita Weiss

   /s/ Nan Zieleniec        Member, Plan Committee   May 20, 1997
   ----------------------
   Nan Zieleniec